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As filed with the SEC on October 13, 1999
Registration No. 333-83851

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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AMENDMENT NO. 2
FORM SB-2
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

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GREENVILLE FIRST BANCSHARES, INC.
(Exact name of registrant as specified in its charter)

South Carolina 6021 58-2459561
--------------------------- ------------------ ----------
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)

1805 Laurens Road
Greenville, South Carolina 29607
(864) 241-7806
(Address and Telephone Number of Intended Principal Place of Business)

----------------------------
R. Arthur Seaver, Jr.
Chief Executive Officer
1805 Laurens Road
Greenville, South Carolina 29607
(864) 241-7806
(Name, Address, and Telephone Number of Agent For Service)

----------------------------
Copies of all communications, including copies of
all communications sent to agent for
service, should be sent to:

Neil E. Grayson, Esq. Boyd C. Campbell, Jr., Esq.
C. Russell Pickering, Esq. Smith Helms Mulliss & Moore, L.L.P.
J. Brennan Ryan, Esq. 201 North Tryon Street
Nelson Mullins Riley & Scarborough, L.L.P. 30th Floor
999 Peachtree Street, N.E., Suite 1400 Charlotte, North Carolina 28202
Atlanta, Georgia 30309 (704) 343-2000
(404) 817-6000 (704) 334-8467 (Fax)
(404) 817-6225 (Fax)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes effective.
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act of 1933, check the
following box and list the Securities Act of 1933 registration statement number
of the earlier effective registration statement for the same offering. [ ]
___________________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________________
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ] ___________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, check the following box. [ ]

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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE PRICE FEE
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Common Stock, $.01 par value.... 1,380,000 $10.00 $13,800,000 $3,836*

* Previously paid
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The registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to such Section 8(a),
may determine.
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PART II

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Item 24. Indemnification of Directors and Officers

Greenville First Bancshares' articles of incorporation contain a
provision which, subject to certain limited exceptions, limits the liability of
a director to Greenville First Bancshares or its shareholders for any breach of
duty as a director. There is no limitation of liability for: a breach of duty
involving appropriation of a business opportunity of Greenville First
Bancshares; an act or omission which involves intentional misconduct or a
knowing violation of law; any transaction from which the director derives an
improper personal benefit; or as to any payments of a dividend or any other
type of distribution that is illegal under Section 33-8-330 of the South
Carolina Business Corporation Act of 1988 (The "Corporation Act"). In addition,
if at any time the Corporation Act shall have been amended to authorize further
elimination or limitation of the liability of director, then the liability of
each director of Greenville First Bancshares shall be eliminated or limited to
the fullest extent permitted by such provisions, as so amended, without further
action by the shareholders, unless the provisions of the Corporation Act
require such action. The provision does not limit the right of Greenville First
Bancshares or its shareholders to seek injunctive or other equitable relief not
involving payments in the nature of monetary damages.

Greenville First Bancshares' bylaws contain certain provisions which
provide indemnification to directors that is broader than the protection
expressly mandated in Sections 33-8-510 and 33-8-520 of the Corporation Act. To
the extent that a director or officer has been successful, on the merits or
otherwise, in the defense of any action or proceeding brought by reason of the
fact that such person was a director or officer, Sections 33-8-510 and 33-8-520
of the Corporation Act would require Greenville First Bancshares to indemnify
those persons against expenses (including attorney's fees) actually and
reasonably incurred in connection with that action or proceeding. The
Corporation Act expressly allows Greenville First Bancshares to provide for
greater indemnification rights to its officers and directors, subject to
shareholder approval.

Insofar as indemnification for liabilities arising under the
Corporation Act may be permitted to directors, officers, and controlling
persons in the articles of incorporation or bylaws, or otherwise, we have been
advised that in the opinion of the SEC for matters under the securities laws,
such indemnification is against public policy as expressed in the Corporation
Act and is, therefore, unenforceable.

The board of directors also has the authority to extend to officers,
employees and agents the same indemnification rights held by directors, subject
to all of the accompanying conditions and obligations. The board of directors
has extended or intends to extend indemnification rights to all of its
executive officers.

We have the power to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent against any
liability asserted against him or incurred by him in any such capacity, whether
or not we would have the power to indemnify him against such liability under
the bylaws.

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Item 25. Other Expenses of Issuance and Distribution.

Estimated expenses (other than underwriting commissions) of the sale
of the shares of common stock are as follows:

Registration Fee $ 3,836
NASD Filing Fee 1,880
Printing and Engraving 25,000
Legal Fees and Expenses 40,000
Accounting Fees 5,000
Blue Sky Fees and Expenses 15,000
Miscellaneous Disbursements 15,284
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TOTAL $ 106,000
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Item 26. Recent Sales of Unregistered Securities.

From inception, Greenville First Bancshares has issued a total of 10
shares of its common stock to one of its organizers. The price per share was
$10.00 for a total purchase price of $100.00. There were no underwriting
discounts or commissions paid with respect to these transactions. These shares
will be redeemed at $10.00 per share after the offering. All sales were exempt
under Section 4(2) of the Securities Act of 1933.

Item 27. Exhibits.

1. Form of Underwriting Agreement between Greenville First Bancshares and
Wachovia Securities*

3.1. Articles of Incorporation, as amended*

3.2. Bylaws*

4.1. See Exhibits 3.1 and 3.2 for provisions in Greenville First
Bancshares's Articles of Incorporation and Bylaws defining the rights
of holders of the common stock*

4.2. Form of certificate of common stock*

5.1. Opinion Regarding Legality*

10.1. Employment Agreement dated July 27, 1999 between Greenville First
Bancshares and Art Seaver*

10.2. Form of Lease Agreement between Greenville First Bank and Halton
Properties, LLC, formerly Cothran Properties, LLC

10.3 Data Processing Services Agreement dated June 28, 1999 between
Greenville First Bancshares and the Intercept Group*

10.4 Form of Stock Warrant Agreement*

10.5 Promissory Note dated February 22, 1999 from Greenville First
Bancshares, Inc. in favor of John J. Meindl, Jr.*

23.1. Consent of Independent Public Accountants*

23.2. Consent of Nelson Mullins Riley & Scarborough, L.L.P. (appears in its
opinion filed as Exhibit 5.1)*

24.1. Power of Attorney (filed as part of the signature page to the
Registration Statement)*

27.1. Financial Data Schedule (for electronic filing purposes)*

* Previously filed

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Item 28. Undertakings.

The undersigned Company will:

(a)(1) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration
statement to:

(i) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in
the information in the registration statement; and

(iii) Include any additional or changed material information on the
plan of distribution.

(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to be the
initial bona fide offering.

(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of Greenville First Bancshares pursuant to the provisions
described in Item 24 above, or otherwise, Greenville First Bancshares has been
advised that in the opinion of the SEC for matters under the securities laws,
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.

If a claim for indemnification against such liabilities (other than
the payment by Greenville First Bancshares of expenses incurred or paid by a
director, officer or controlling person of Greenville First Bancshares in the
successful defense of any action, suit, or proceeding) is asserted by such
director, officer, or controlling person in connection with the securities
being registered, Greenville First Bancshares will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of
Greenville, State of South Carolina, on October 12, 1999.

GREENVILLE FIRST BANCSHARES, INC.

By: /s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr.
Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints R. Arthur Seaver, Jr. and he is the true
and lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments to this Registration Statement, and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that such attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following in the capacities and
on the dates indicated.

Signature Title Date
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*
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Andrew B. Cajka Director October 12, 1999

*
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Mark A. Cothran Director October 12, 1999

*
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Leighton M. Cubbage Director October 12, 1999

*
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Tecumseh Hooper, Jr. Director October 12, 1999

*
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Rudolph G. Johnstone, III, M.D. Director October 12, 1999

*
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Keith J. Marrero Director October 12, 1999

*
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James B. Orders, III Director, Chairman October 12, 1999

*
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William B. Sturgis Director October 12, 1999

/s/ R. Arthur Seaver, Jr.
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R. Arthur Seaver, Jr. Director, Chief Executive October 12, 1999
Officer and President
(principal executive officer)
(principal financial
and accounting officer)
*
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Fred Gilmer, Jr. Director, Senior Vice President October 12, 1999

/s/ R. Arthur Seaver, Jr.
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* As Attorney-in Fact

EXHIBIT INDEX

EXHIBIT DESCRIPTION
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