1
                                    FILED PURSUANT TO RULES 424(b)(3) AND 424(c)
                                                       REGISTRATION NO. 33-97778



                      CAROLINA COMMUNITY BANCSHARES, INC.

             SUPPLEMENT NO. 2 TO PROSPECTUS DATED JANUARY 24, 1996



         Francis & Company, CPAs, Atlanta, Georgia was previously the
independent auditor for Carolina Community Bancshares, Inc. (the "Company") and
its wholly-owned subsidiary. On July 1, 1996, that firm's appointment as
independent auditor was terminated and Elliot, Davis & Company, LLP,
Greenville, South Carolina was engaged as independent auditor for the year
ending December 31, 1996. The change was made because, in the opinion of the
board of directors, the Company could obtain comparable services from another
firm at a lower fee.

         The reports of Francis & Company, CPAs on the financial statements of
the Company for the last fiscal year did not contain any adverse opinion or a
disclaimer of opinion, nor were qualified or modified as to uncertainty, audit
scope, or accounting principles.

         In connection with the audit of the fiscal period ended December 31,
1995, and in the subsequent interim period prior to the dismissal of Francis &
Company, CPAs, there were no disagreements with Francis & Company, CPAs on any
matter of accounting principle or practice, financial statement disclosure, or
audit procedure or scope which disagreement, if not resolved to the
satisfaction of Francis & Company, CPAs, would have caused it to make reference
to the subject matter of the disagreement in its report. Further, neither the
Company nor its subsidiary or representative sought the advice of Elliot, Davis
& Company, LLP on any issue during the prior fiscal period.


                 The date of this Supplement is August 16, 1996