1
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

CAROLINA FIRST BANCSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/ / Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
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CAROLINA FIRST BANCSHARES, INC.
402 EAST MAIN STREET
LINCOLNTON, NORTH CAROLINA 28092

March 20, 1996

Dear Shareholders:

You are cordially invited to attend the 1996 Annual Meeting of
Shareholders of Carolina First BancShares, Inc. which will be held in the
Lincoln Cultural Center, 403 East Main Street, Lincolnton, North Carolina, on
Tuesday, April 16, 1996 at 7:00 P.M. local time.

I hope you are planning to attend the Meeting so that you can vote your
shares in person and become acquainted with members of our Board of Directors
and our management team. At the Meeting, shareholders will be asked to
re-elect seven directors to serve one-year terms. Even if you are planning to
attend the meeting, please complete the enclosed proxy card and return it to us
so that your shares may be voted. You will still be able to vote your shares
in person if you attend the Meeting.

Your support during the last year is sincerely appreciated, and with your
continued support, we look forward to 1996.

If you have any questions about the Proxy Statement or the 1995 Annual
Report, please contact Jan H. Hollar at (704) 732-2222.

We look forward to seeing you on April 16th.

Sincerely,

/s/ D. Mark Boyd, III
---------------------
D. Mark Boyd, III
Chairman of the Board

PLEASE FILL IN, DATE, SIGN AND MAIL PROMPTLY THE ACCOMPANYING PROXY IN THE
POSTAGE PREPAID RETURN ENVELOPE FURNISHED FOR THAT PURPOSE, WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING.

CAROLINA FIRST BANCSHARES, INC.
402 EAST MAIN STREET
LINCOLNTON, NORTH CAROLINA 28092

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
to be held on
April 16, 1996

Notice is hereby given that the 1996 Annual Meeting of Shareholders (the
"Meeting") of Carolina First BancShares, Inc. (the "Company"), will be held in
the Lincoln Cultural Center, 403 East Main Street, Lincolnton, North Carolina
on Tuesday, April 16, 1996 at 7:00 P.M., local time, for the following
purposes:

1. To re-elect John R. Boger, Jr., D. Mark Boyd, III, James E.
Burt, III, Samuel C. King, Jr., Harry D. Ritchie, L.D. Warlick, Jr.,
and Estus B. White to serve as directors of the Company for a
one-year term and until their successors are elected and qualified;

2. To transact such other business as may properly come before
the meeting or any adjournments thereof.

The enclosed Proxy Statement explains these proposals. We urge
you to read these materials carefully.

Only those shareholders of record at the close of business on March 15,
1996 are entitled to notice of and to vote at the Meeting or any adjournments
or postponements thereof.

You are cordially invited to attend the Meeting. WHETHER OR NOT YOU
PLAN TO ATTEND THE MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND
SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE PAID
ENVELOPE. IF YOU NEED ASSISTANCE IN COMPLETING YOUR PROXY, PLEASE CALL THE
UNDERSIGNED AT (704) 732-2222.

THE COMPANY'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
APPROVAL OF THE PROPOSALS PRESENTED.

By Order of the Board of Directors,

/s/ Jan H. Hollar
-----------------
Jan H. Hollar
Secretary

Lincolnton, North Carolina
March 20, 1996

CAROLINA FIRST BANCSHARES, INC.
PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON APRIL 16, 1996

____________

INTRODUCTION

This Proxy Statement is furnished to shareholders of Carolina First
BancShares, Inc., a North Carolina corporation (herein, unless the context
otherwise requires, together with its subsidiaries, the "Company"), in
connection with the solicitation of proxies by the Company's Board of Directors
for use at the Annual Meeting of Shareholders to be held at 7:00 P.M. local
time in the Lincoln Cultural Center, 403 East Main Street, Lincolnton, North
Carolina on Tuesday, April 16, 1996, and at any adjournments or postponements
thereof (the "Meeting"). The Meeting will be held for the purposes of (i)
electing John R. Boger, Jr., D. Mark Boyd, III, James E. Burt, III, Samuel C.
King, Jr., Harry D. Ritchie, L. D. Warlick, Jr., and Estus B. White as
directors of the Company and (ii) transacting such other business as may
properly come before the Meeting.

The Company's principal executive offices are located at 402 East Main
Street, Lincolnton, North Carolina 28092, and the mailing address is P.O. Box
657, Lincolnton, North Carolina 28093, telephone number (704) 732-2222. This
Proxy Statement is dated March 20, 1996, and was mailed to shareholders of the
Company on or about that date.

SHAREHOLDERS ENTITLED TO VOTE

Only shareholders of record of the Company at the close of business on
March 15, 1996 (the "Record Date") are entitled to notice of, and to vote at,
the Meeting. Each share of the $2.50 par value common stock of the Company
(herein sometimes referred to as the "Shares") issued and outstanding on the
Record Date is entitled to one vote on each proposal, except that in the
election of directors, each shareholder may cumulate his votes by giving one
candidate the number of votes equal to the number of directors to be elected
multiplied by the number of his Shares, or by distributing such number of votes
among the candidates. This right of cumulative voting may not be exercised
unless a shareholder or proxy holder announces at the Meeting, before the
voting for directors commences, his intention to vote cumulatively. If such
announcement is made, the chair shall declare that all Shares entitled to vote
have the right to vote cumulatively and shall thereupon grant a recess of not
less than one nor more than four hours, as he shall determine, or of such other
period of time as is unanimously agreed upon. If no such announcement is made,
the persons named in the enclosed proxy do not intend to exercise such right to
vote cumulatively. However, if cumulative voting occurs at the Meeting, Shares
represented by proxies in the accompanying form may be voted cumulatively for
fewer than the entire number of nominees for directors listed herein if any
such situation arises which, in the opinion of the proxy holders, makes such
action necessary or desirable.

On the Record Date, there were 1,635,220 Shares issued and
outstanding. Notwithstanding the Record Date specified above, the Company's
stock transfer books will not be closed and Shares may be transferred
subsequent to the Record Date. However, all votes must be cast in the names of
shareholders of record on the Record Date.

VOTES REQUIRED

Electing the nominees for director requires approval by a majority of
the votes cast by the Shares entitled to vote at the Meeting, provided a quorum
is present at the Meeting. The presence, in person or by properly executed
proxy, of the holders of a majority of the outstanding Shares entitled to vote
at the Meeting is necessary to constitute a quorum at the Meeting. Abstentions
will be counted, but "broker non-votes" will not be counted, as Shares present
for purposes of determining the presence of a quorum. Neither abstentions nor
"broker non-votes" will be counted as votes cast for purposes of determining
whether a particular proposal has received sufficient votes for approval.

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PROXIES

Shares of Carolina First Common Stock represented by properly executed
proxies, if such proxies are received in time and are not revoked, will be
voted in accordance with the instructions on the proxies. If no instructions
are indicated, such proxies will be voted in favor of (i) the election of all
nominees for directors, and (ii) in the best judgment of the persons designated
in such proxies as to any other matters which may properly come before the
Meeting. Shareholders who have given a proxy may revoke it at any time prior to
its exercise by (i) giving written notice to Jan H. Hollar at the Company, or
(ii) properly submitting to the Company a properly-executed proxy bearing a
later date, or (iii) voting in person at the Meeting.

PRINCIPAL SHAREHOLDERS

As of February 10, 1996, there were no persons known to the Company
who were beneficial owners of more than 5% of the Company's outstanding Shares
other than D. Mark Boyd, III, P.O. Box 399, Lincolnton, North Carolina 28093,
who is a director of the Company, and who beneficially held on that date
162,652 Shares, or 9.95% of the total Shares outstanding. See "Proposal I -
Election of Directors."

As of February 10, 1996, the number of Shares owned beneficially by
all directors and executive officers of the Company as a group (10 persons) was
approximately 219,050, or 13.40% of the total Shares outstanding.

PROPOSAL I

ELECTION OF DIRECTORS

The Company's Board of Directors has nominated the persons named below
for re-election as directors to hold office until the next annual meeting of
the shareholders of the Company and until their successors shall have been
elected and qualified. It is believed that all of the nominees will be
available and able to serve as directors. If for any reason any of these
persons should not be available or able to serve, the proxies may exercise
discretionary authority to vote for substitutes proposed by the Company's Board
of Directors.

Under the Company's Bylaws, the Board of Directors of the Company shall
consist of not less than three nor more than twenty-five members, the number of
which shall be fixed and determined from time to time either by resolution of
the Board of Directors or by resolution of the shareholders. At the 1990
Annual Meeting of Shareholders, the shareholders approved a proposal fixing the
number of directors at nine. The Company has nominated only seven persons to
serve as directors, leaving two vacancies on the Board. The Company continues
to evaluate possible expansion or other business opportunities through mergers,
consolidations, acquisitions, or other transactions. Vacancies provide the
Board with flexibility, in its discretion, to fill any or all such vacancies,
by a majority vote of the Board, in the event of such a transaction or for
other appropriate purposes. Proxies may not be voted for more than seven
nominees at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE SEVEN NOMINEES
FOR RE-ELECTION OF DIRECTORS.

The following table sets forth certain information regarding the
nominees for re-election as directors.

NAME, AGE AND YEAR FIRST BENEFICIAL OWNERSHIP OF SHARES
ELECTED OR APPOINTED A PRINCIPAL EXPERIENCE AND PERCENTAGE OF OUTSTANDING
DIRECTOR OF THE COMPANY DURING THE PAST FIVE YEARS SHARES (1)
- ------------------------- -------------------------- ----------

John R. Boger, Jr. (67) Mr. Boger is a partner in the 3,747(2)
1992 law firm of Williams, Boger, *
Grady, Davis & Tuttle,
* P.A., Concord, North Carolina.
Mr. Boger is the Chairman of the
Board of Directors of the
Company's subsidiary Cabarrus
Bank of North Carolina
("Cabarrus Bank"), and a past
President of the Concord Rotary
Club and the Concord/Cabarrus
Chamber of Commerce.

D. Mark Boyd, III (58) Mr. Boyd has served as 162,652(3)
1989 Chairman of the (3) Board 9.95%
and Chief Executive
Officer of the Company
since its organization
in 1989. Mr. Boyd has served as
Chairman of the Board of the
Company's subsidiary Lincoln Bank
of North Carolina ("Lincoln Bank")
since 1983. Mr. Boyd served as
Interim President of Lincoln Bank
from November 1989 to June 1990.
Since 1993, Mr. Boyd has
served as a member of the North
Carolina Banking Commission.
Mr. Boyd's principal occupations
have been President of Times Oil
Corporation a fuel and heating
oil distributor, since 1965 and
director of Kentucky Fried
Chicken of Lincolnton, Inc.,
a fast food restaurant franchise,
since 1968. Since 1974, Mr. Boyd
has served as a director of
Carolina Mills, Inc., a
manufacturer of yarn, cloth and
furniture in Maiden, N.C. which has
a class of securities registered
under the Securities and Exchange
Act of 1934 (the "1934 Act"). Mr.
Boyd Was also an organizer and
director of First Gaston Bank of
North Carolina, in which the
Company owns 17% of its common stock.
First Gaston Bank's common stock is
registered under the 1934 Act.

James E. Burt, III (58) Mr. Burt has been President of the 22,434(4)
1990 Company and Lincoln Bank and Chief 1.37%
Executive Officer of Lincoln Bank
since 1990.

Samuel C. King, Jr. (48) Mr. King has served as President of 9,929(5)
1989 King's Office Supply, Inc., an office *
supply company in Lincolnton, since
1977. He has served as a director of
Lincoln Bank since 1983 and Vice Chairman
since 1992.

Harry D. Ritchie (62) Mr. Ritchie has been the owner of Ritchie 6,961(6)
1989 Brothers Dairy Farm since 1955. He has *
served as a director of Lincoln Bank since
1983.

L. D. Warlick, Jr. (56) Mr. Warlick is the President of Warlick 21,892(7)
1992 Funeral Home, Lincolnton, North Carolina. 1.34%
Mr. Warlick is a past President of the
Lincolnton Rotary Club, Lincoln County
Chapter of the American Red Cross and
United Way Chairman. He has served as a
director of Lincoln Bank since 1983.

Estus B. White (65) Mr. White is the retired Clerk of Superior 9,999(8)
1992 Court for Cabarrus County, North Carolina *
Mr. White is a past president of the
Kannapolis Merchants Association. He has
served as a director of Cabarrus Bank
since 1980.

- -----------------------

(*) Less than one percent of outstanding Shares.

(1) Information relating to beneficial ownership of Shares is based upon
"beneficial ownership" concepts set forth in rules of the Securities and
Exchange Commission ("SEC") under Section 13(d) of the 1934 Act. Under
such rules a person is deemed to be a "beneficial owner" of a security if
that person has or shares "voting power," which includes the power to vote
or direct the voting of such security, or "investment power," which
includes the power to dispose or to direct the disposition of such
security. A person is also deemed to be a beneficial owner of any
security of which that person has the right to acquire beneficial
ownership within 60 days. Under the rules, more than one person may be
deemed to be a beneficial owner of the same securities, and a person may
be deemed to be a beneficial owner of securities as to which he has no
beneficial interest.

(2) Includes 190 Shares held by members of Mr. Boger's immediate family, as
to which Shares Mr. Boger may be deemed to share voting and investment
power.

(3) Includes 54,301 Shares held by three corporations of which Mr. Boyd is
a director, president and majority shareholder, 5,038 Shares held by a
profit sharing plan of one such corporation, for which Mr. Boyd is a
member of the Plan Committee, and 27,698 Shares held by members of Mr.
Boyd's immediate family. As to these Shares, Mr. Boyd maybe deemed to
share voting and investment power; however, Mr. Boyd disclaims beneficial
ownership as to the 17,184 Shares held by his wife and one of his sons.

(4) Includes 1,511 Shares owned by Mr. Burt's wife, as to which Mr. Burt
maybe deemed to share voting and investment power.

4
8

(5) Includes 324 Shares held by a corporation of which Mr. King is president
and principal shareholder and 4,562 Shares held by Mr. King's family, as
to which Shares Mr. King maybe deemed to share voting and investment
power.

(6) Includes 2,936 Shares owned jointly with Mr. Ritchie's wife, as to which
Shares Mr. Ritchie maybe deemed to share voting and investment power.

(7) Includes 1,110 Shares held by a corporation of which Mr. Warlick is a
director and president, 5,416 Shares held by Mr. Warlick's wife and family
members, as to which Shares Mr. Warlick maybe deemed to share voting and
investment power.

(8) Includes 6,564 Shares owned jointly with Mr. White's wife, as to which
Mr. White maybe deemed to share voting and investment power.

MEETINGS OF THE BOARDS OF DIRECTORS AND COMMITTEES

During 1995, the Company's Board met seven times. Each director attended
at least 75% of the aggregate number of meetings of the Company's Board and
its committees. Each member of the Company's Board who was not an employee
of the Company or its subsidiaries received $150 for each Board meeting
attended.

The Board of Directors currently has four standing committees - an
Executive Committee, Stock Option Committee, Audit Committee and Nominating
Committee. The Executive Committee is comprised of Messrs. Boyd, King and
Ritchie, acts on behalf of the full Board when it is impracticable for the
full Board to meet. The Executive Committee met seven times in 1995 and
each member received $100 for each committee meeting attended. The Stock
Option Committee administers the Company's Stock Option plans and is
comprised of Messrs. Boger, Boyd, and Ritchie. The Stock Option Committee
met one time in 1995. The Audit Committee reviews all control functions
and is comprised of Messrs. King, Warlick and White. The Audit Committee
also recommends on an annual basis to the Board of Directors a public
accounting firm to be engaged as independent auditors for the Company for
the next fiscal year, reviews the plan for the audit engagement, and
reviews financial statements, internal audit plans and reports, financial
reporting procedures, and reports of regulatory authorities. This
Committee periodically reports to the Board of Directors. The Audit
Committee met four times in 1995. Each member of the Stock Option and
Audit Committees received $75 for each meeting attended. The Nominating
Committee nominates officers and directors of the Company. While nominees
recommended by shareholders may be considered, this Committee has not
actively solicited recommendations nor established any procedures for such
purpose. The Nominating Committee, which is comprised of Messrs. Boyd,
King and Ritchie, met two times in 1995, and each member received $100 for
the meeting.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth certain elements of compensation for the
chief executive officer and the other most highly named compensated
executive officer (collectively, the "named executive officers") for each
of the last three calendar years:

Summary Compensation Table

Annual Compensation
--------------------
All Other
Salary Bonus Compensation
Name and Position Year ($) ($) ($)
(a) (b) (c) (d) (i)
- -------------------------- ----- -------- ------- -------------

D. Mark Boyd, III
Chief Executive Officer 1995 14,400 -- 1,293 (2)

1994 11,420 -- --

1993 4,909 -- 1,850 (1)

James E. Burt, III
President 1995 134,852 20,754 18,691 (2)

1994 132,208 16,689 16,145 (2)

1993 126,808 16,224 15,652 (2)

(1) Constitutes compensation for attendance at Board and Committee meetings as
described herein under "Meeting of the Boards of Directors and Committees."

(2) Amounts shown consist of the Company's profit sharing contribution,
matching contribution to the Carolina First BancShares Profit Sharing Plan and
amounts contributed by the Company to the Deferred Compensation Trust for
Carolina First BancShares, Inc. and Subsidiaries on behalf of the named
executive officers.

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10

AGGREGATED OPTIONS/SARS EXERCISED IN 1995
AND 1995 YEAR-END OPTION/SAR VALUES

The following table shows stock option exercises by the named executive
officers during 1995, including the aggregate value of gains on the date of
exercise. In addition, this table includes the number of shares covered by
both exercisable and non-exercisable options as of December 31, 1995. Also
reported are the values for "in-the-money" options, which represent the
positive spread between the exercise price of any such existing options and the
year-end price of the Company's Common Stock.

Number of Value
Securities Unexercised
Unexercised In-the-Money
Options/SARs Options/SARs
at at
Shares FY-End (#) FY-End ($)
Acquired Value Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
(a) (b) (c) (d) (e)
------------------ ----------- -------- ------------- --------------

D. Mark Boyd, III -- -- 0/0 $ 0/$0

James E. Burt, III -- -- 53,481/0 $896,343/$0

EMPLOYMENT AGREEMENTS

On May 14, 1990, Lincoln Bank entered into an employment contract with
James E. Burt, III. This agreement was amended and assigned to the Company on
July 1, 1992. The contract, as amended, provides that Mr. Burt shall remain
employed by the Company through December 31, 1996, unless sooner terminated
under the terms thereof.

Either the Company or Mr. Burt may terminate the employment contract at
any time upon sixty days prior written notice. The contract may also be
terminated at the election of the Company for cause, or by reason of Mr. Burt's
death or disability. In the event employment is terminated without cause by
the Company prior to December 31, 1996, the Company shall continue to pay his
annual salary and provide certain benefits (except for the annual bonus) for a
period of twelve months after such termination (or until December 31, 1996,
whichever occurs earlier) as severance pay.

In the event the Company experiences a "change in control", as defined in
the employment contract, Mr. Burt shall receive a lump-sum payment equal to his
annual salary and maximum bonus potential for the year in which the change in
control occurs (in addition to his regular compensation if he remains in the
Company's employ after the change in control). In certain circumstances, if
Mr. Burt's employment is terminated after a change in control, he may be
entitled to receive various benefits and compensation for a period of up to 24
months.

On July 1, 1992, the Company also entered into a Deferred Compensation
Agreement with Mr. Burt. This agreement provides that if Mr. Burt retires from
the Company at age 65, or if his employment is terminated without cause after,
or within 12 months of, a change in control involving the Company, Mr. Burt
shall receive certain payments for up to 120 months.

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11

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Executive Committee of the Board of Directors serves as the Company's
Compensation Committee. Each of D. Mark Boyd, III and James E. Burt, III
served on the Board of Directors while serving as an executive officer of the
Company during 1995, but abstained from deliberations relating to Company
decisions that specifically related to them.

BOARD AND EXECUTIVE COMMITTEE REPORT ON EXECUTIVE COMPENSATION

Executive compensation at the Company is primarily cash based. Stock
related compensation is also available in the form of incentive stock options
and stock appreciation rights under the Carolina First BancShares, Inc. 1990
Stock Option and Stock Appreciation Rights Plan. Salaries are determined by
assigning job grades based on an assessment of the level of responsibilities
and duties to be performed, and these grades and pay levels, except for the
officers named above, were reviewed and revised in certain cases by the
Executive Committee in 1995. For each of the 33 job grades used by the
Company, a salary range is assigned utilizing an entry level, midpoint and
maximum level. Officers are evaluated at least once a year, and a performance
rating is determined by valuing performance against certain pre-determined
principal job responsibilities and a list of standard performance criteria.
This evaluation produces a numerical rating which is factored into a salary
matrix to suggest the amount of adjustment the officer should receive.
Determination of salaries and salary adjustments is made by the Executive
Committee of the Board of Directors which refer all officer salaries to the
full Board for final approval.

The Company also has a cash incentive compensation plan for executive
officers. This plan is based in part on Company performance and in part on
individual performance. Final determination of performance levels is made by
the personnel committee of the Board of Directors which refer the incentive
compensation plan to the full Board for approval at the Bank levels. The
executive committee at the Company level reviews the incentive compensation
plan.

The chief executive officer received compensation in lieu of fees for
attendance at Board and Committee meetings as described above under "Meetings
of the Board of Directors and Committees". The president received only cash
compensation and has not been granted stock options/SARs in the last fiscal
year.

D. Mark Boyd, III Harry D. Ritchie
John R. Boger, Jr. L.D. Warlick, Jr.
James E. Burt, III Estus B. White
Samuel C. King, Jr.

8
12

PERFORMANCE GRAPH

The following graph compares the yearly percentage change in the
cumulative total stockholder return on the Company's Common Stock, with the
cumulative return on Standard & Poor's 500 Stock Index ("S&P 500") and The
Carson Medlin Company's Southeastern Independent Bank Index ("Independent Bank
Index").

The Independent Bank Index is the compilation of the total return to
shareholders over the past five years of a group of 21 independent community
banks located in the southeastern states of Florida, Georgia, North Carolina,
South Carolina, Tennessee, and Virginia. The banks included are:

Name City State
---- --------- -----

Citi-BancShares, Inc. Leesburg FL
Southwest Banks, Inc. Naples FL
Seacoast Banking Corporation of Florida Stuart FL
Capital City Bank Group, Inc. Tallahassee FL
Fidelity Southern Corp. Atlanta GA
First Commercial Holding Corp.* Asheville NC
First Charter Corp. Concord NC
Bank of Granite Corp. Granite Falls NC
Carolina First BancShares, Inc. Lincolnton NC
Triangle Bancorp, Inc. Raleigh NC
FNB Financial Services Corp. Reidsville NC
First Bancorp Troy NC
Carolina First Corp. Greenville SC
Pioneer Bancshares, Inc. Chattanooga TN
Wes-Tenn Bancorp, Inc. Covington TN
National Bankshares, Inc. Blacksburg VA
First National Bank Christiansburg VA
American National Bankshares, Inc. Danville VA
George Mason Bankshares, Inc. Fairfax VA
Planters Bank & Trust Company Staunton VA
F&M National Corp. Winchester VA

----------
(*) Acquired by Centura Bank, Inc.

Carolina First BancShares, Inc.
Five Year Performance Index

[GRAPH]

1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----

Carolina First BancShares, Inc. 100 85 89 127 173 250
Independent Bank Index - Weighted 100 111 152 188 225 299
S&P 500 Index 100 131 141 155 157 215

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13

CERTAIN TRANSACTIONS

Certain Company directors, officers and principal shareholders, and their
associates, were customers of, or had transactions with, the Company or its
subsidiaries in the ordinary course of business during 1995. Some of the
directors of the Company or its subsidiaries are directors, officers, trustees
or principal securities holders of corporations or other organizations which
also were customers of, or had transactions with, the Company or its
subsidiaries in the ordinary course of business during 1995.

All outstanding loans and other transactions with the directors, officers
and principal shareholders of the Company and its subsidiaries were made in the
ordinary course of business on substantially the same terms, including interest
rates and collateral, as those prevailing at the time for comparable
transactions with other persons and, when made, did not involve more than the
normal risk of collectibility or present other unfavorable features. In
addition to banking and financial transactions, the Company or its subsidiaries
may have had additional transactions with, or used products or services of,
various organizations of which directors of the Company and its subsidiaries
are associated. The Company provided data processing and other services to
First Gaston Bank, during 1995, for which First Gaston Bank paid $125,537. The
Company is the largest shareholder of First Gaston Bank and the Company's
Chairman is a director of First Gaston Bank. See "PROPOSAL 1 Election of
Directors". Except for the transactions with First Gaston Bank, the amounts
involved in such noncredit transactions have in no case been material in
relation to the business of the Company, its subsidiaries or such other
organizations. It is expected that the Company and its subsidiaries will
continue to have similar transactions in the ordinary course of its business
with such individuals and their associates in the future.

For information about transactions with D. Mark Boyd, III, and James E.
Burt, III, Directors of the Company and the Bank, see "Compensation Committee
Interlocks and Insider Participation".

Securities rules and regulations require certain reports to be filed by
directors and executive officers. To the knowledge of the Company, all filings
were made on a timely basis.

MISCELLANEOUS

SHAREHOLDER PROPOSALS

Any proposal which a Company shareholder intends to be presented at the
annual meeting of shareholders to be held in 1997 must be received by the
Company on or before November 20, 1996. Only proper proposals which are timely
received will be included in the proxy statement and form of proxy.

OTHER MATTERS

Management does not know of any matters to be brought before the Meeting
other than as described in this Proxy Statement. Should any other matters
properly come before the Meeting, the persons designated as proxies will vote
in accordance with their best judgment on such matters.

EXPENSES OF SOLICITATION

The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to the use of the mails, proxies may be solicited by
directors, officers or other employees of the Company or its subsidiaries,
personally, by telephone, telegraph or facsimile or other electronic means.
The Company does not expect to pay any compensation for the solicitation of
proxies, but may reimburse brokers, custodians or other persons holding stock
in their names or in the names of nominees for their expenses in sending proxy
materials and 1995 Annual Report to principals and obtaining their
instructions.

10
14

AVAILABILITY OF ANNUAL REPORT

THE COMPANY, UPON REQUEST, WILL PROVIDE SHAREHOLDERS WITH COPIES OF ITS
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995, AS FILED WITH
THE SEC. SHAREHOLDERS SHOULD DIRECT THEIR REQUESTS TO: CAROLINA FIRST
BANCSHARES, INC., P.O. BOX 657, LINCOLNTON, NORTH CAROLINA 28093, ATTENTION:
MS. JAN H. HOLLAR, SECRETARY.

15
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APPENDIX A

CAROLINA FIRST BANCSHARES, INC.
LINCOLNTON, NORTH CAROLINA
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Carolina First BancShares, Inc. (the
"Company"), Lincolnton, North Carolina, hereby constitutes and appoints John H.
Morrison, Jr., Walter H. Jones, Jr., Betty B. Setzer, and James R. Beam, or any
of them, each full power of substitution, to vote the number of shares of
Company common stock which the undersigned would be entitled to vote if
personally present at the Annual Meeting of Shareholders to be held at 7:00
P.M., local time in the Lincoln Cultural Center at 403 East Main Street,
Lincolnton, North Carolina on Tuesday, April 16, 1996, or at any adjournments
thereof (the "Meeting"), upon the proposals as described in the Notice of Annual
Meeting of Shareholders and Proxy Statement, both dated March 20, 1996, the
receipt of which is acknowledged, in the manner specified below.

(1) ELECTION OF DIRECTORS. To elect John R. Boger, Jr., D. Mark Boyd, III, James
E. Burt, III, Samuel C. King, Jr., Harry D. Ritchie, L. D. Warlick, Jr., and
Estus B. White to serve as directors until the next annual meeting of
shareholders of the Company and until their successors are elected and
qualified.

FOR / / WITHHOLD AUTHORITY / /

To withhold authority for any individual nominee(s), write the name of the
nominee(s) in the space provided:

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(2) OTHER PROPOSALS: In their sole discretion, the Proxies are authorized to
vote upon such other business as may properly come before the meeting or any
adjournment thereof.

(Continued on other side)

(Continued from other side)

THIS PROXY, WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSAL 1, AND WITH DISCRETIONARY AUTHORITY ON ALL OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Dated: , 1996
-----------------------
Month Day

-----------------------------------
Signature of Shareholder

-----------------------------------
Signature of Other Shareholder
(if held jointly)

-----------------------------------
Printed or type written name(s) of
Shareholder(s)

PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS ON YOUR STOCK CERTIFICATE AND
DATE. WHEN SHARES ARE HELD JOINTLY,
EACH SHAREHOLDER SHOULD SIGN. WHEN
SIGNING AS EXECUTOR, ADMINISTRATOR,
TRUSTEE, OR GUARDIAN, PLEASE GIVE
FULL TITLE AS SUCH. IF A CORPORATION,
PLEASE SIGN IN FULL CORPORATE NAME BY
PRESIDENT OR OTHER AUTHORIZED
OFFICER. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY
AUTHORIZED PERSON.

THIS PROXY IS SOLICITED ON BEHALF OF CAROLINA FIRST BANCSHARES, INC.'S BOARD OF
DIRECTORS AND MAY BE REVOKED BY THE SHAREHOLDER PRIOR TO ITS EXERCISE.