United States
Securities and Exchange Commission
Washington, D.C. 20549
Form 10-K
Amendment No. 1

X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED) FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1994

TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM
to

Commission file number 0-15083
CAROLINA FIRST CORPORATION
(Exact name of registrant as specified in its charter)

South Carolina 57-0824914
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)

102 South Main Street, Greenville, South Carolina 29601
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (803) 255-7900

Securities registered pursuant to Section 12(b) of the Act:
None None
(Title of Class) (Name of each exchange on which registered)

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $1.00 par value; 7.50% Noncumulative Convertible
Preferred Stock Series 1993; 7.32% Noncumulativc Convertible
Preferred Stock Series 1994
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The aggregate market value of the voting stock held by
nonaffiliates (shareholders holding less than 5% of an outstanding
class of stock, excluding directors and executive officers),
computed by reference to the closing price of such stock, as of
March 1, 1995 was $98,199,000.

The number of shares outstanding of the Registrant's common stock,
$1.00 Par Value was 4,616,705 at March 24, 1995.

DOCUMENTS INCORPORATED BY REFERENCE

Incorporated Document Location in Form 10-K
Portions of 1994 Annual Report to Shareholders Part II; IV
Portions of Proxy Statement dated March 8, 1995 Part III

The Exhibit Index appears on Page 4 hereof.

The Carolina First Corporation Annual Report on Form 10-K is
hereby amended to include as Exhibit 10.17, the Servicing
Rights Purchase Agreement between Bank of America, F.S.B. and
Carolina First Bank dated as of March 31, 1995. In the
initial filing of this Form 10-K, it was noted that this
agreement would be filed as soon as it was available.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

Signature Title Date

/s/ Mack I. Whittle, Jr. President, Chief April 20, 1995
Mack I. Whittle, Jr. Executive Officer and Director

/s/ William S. Hummers III Executive Vice President and April 20, 1995
William S. Hummers, III Secretary (Principal Accounting
and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the
capacities on the dates indicated:

Signature Title Date

/s/William R. Timmons, Jr. Director April 20, 1995
William R. Timmons, Jr.

/s/Mack I. Whittle, Jr. Director April 20, 1995
Mack I. Whittle, Jr.

/s/William S. Hummers III Director April 20, 1995
William S. Hummers III

/s/Judd B. Farr Director April 20, 1995
Judd B. Farr

/s/ C. Claymon Grimes, Jr. Director April 20, 1995
C. Claymon Grimes, Jr.

/s/Robert E. Hamby, Jr. Director April 20, 1995
Robert E. Hamby, Jr.

/s/M. Dexter Hagy Director April 20, 1995
M. Dexter Hagy

/s/ R. Glenn Hilliard Director April 20, 1995
R. Glenn Hilliard

/s/Richard E. Ingram Director April 20, 1995
Richard E. Ingram

/s/ Charles B. Schooler Director April 20, 1995
Charles B. Schooler

/s/Elizabeth P. Stall Director April 20, 1995
Elizabeth P. Stall

/s/William W. Webster III Director April 20, 1995
William W. Webster III

INDEX TO EXHIBITS

Exhibit
Number Description

10.17 Servicing Rights Purchase
Agreement be tween Bank of
America, F.S.B. and Carolina
First Bank dated as of March
31, 1995