POWELL, GOLDSTEIN, FRAZER & MURPHY
                           191 PEACHTREE STREET, N.E.
                                SIXTEENTH FLOOR
                             ATLANTA, GEORGIA 30303
                                 (404) 572-6600

                                September 1, 2004

VIA  EDGAR
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Securities  and  Exchange  Commission
450  Fifth  Street,  N.W.
Washington,  D.C.  20549
Attn:  Division  of  Corporation  Finance

     RE:  Darlington  County  Bancshares,  Inc.
          Schedule  13E-3
          SEC  File  No.  0-30001

Ladies  and  Gentlemen:

     On  behalf  of Darlington County Bancshares, Inc. (the "Company"), enclosed
is  a  Rule  13e-3  Transaction  Statement  on  Schedule  13E-3  relating  to  a
reorganization  in  which  the  Company  plans  to  reduce  its number of record
shareholders below 300.  The reorganization and its effects are discussed in the
preliminary  proxy  statement  attached as Exhibit 1 to the Schedule 13E-3.  The
Company  is  concurrently  filing the preliminary proxy statement under cover of
Schedule  14A.

     If  you  have  any  questions  or  need  anything else, please feel free to
contact  me  at  the  above  address.  My  direct  dial  is 404/572-6819; fax is
404/572-6999;  email  kkoops@pgfm.com.   In particular, please let me know if it
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would  be  helpful  to you to review word-processed versions of our filings. I'd
be  happy  to  email  or  overnight  those  materials  to  you  for your review.

                              Very truly yours,


                              /s/ Katherine M. Koops

                    For POWELL, GOLDSTEIN, FRAZER & MURPHY

Enclosures
801006