SecProbe.io

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      			November 14, 2005

Via Facsimile (404) 572-6999 and U.S. Mail

F. Donald Nelms, Jr., Esq.
Powell Goldstein LLP
One Atlantic Center - Fourteenth Floor
1201 West Peachtree Street, NW
Atlanta, GA  30309

Re:	Southern Bancshares (N.C.), Inc.
      Preliminary Schedule 14A
      Filed October 13, 2005
      File No. 001-14203

      Schedule 13E-3
      Filed October 13, 2005
      File No. 005-41068

Dear Mr. Nelms:

      We have reviewed the above filings for compliance with Rule
13e-3 and have the following comments.  Where indicated, we think
you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with supplemental information so we may better
understand your disclosure.  After reviewing this information, we
may
or may not raise additional comments.
      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Preliminary Schedule 14A

Special Factors

Pro Forma Effect of the Reorganization, page 20
1. Please revise the introductory paragraph to make clear that you
are presenting both December 31, 2004 and June 30, 2005
information.
2. Please revise the table in this section to explain all of the
adjustments made to your historical results.

Opinion of Independent Financial Advisor, page 26
3. Please provide the statement required by Item 1015(c) of
Regulation M-A.

Common Stock Analysis, page 28
4. Refer to the second paragraph in the Peer Group Analyses
subsection.  Describe briefly the "complex considerations and
judgments concerning differences..." made by Howe Barnes.
5. Please explain why Howe Barnes elected to weigh the indicated
price ranges relating to earnings at a different level than those
relating to book value.
6. Please provide the data underlying the information included in
the
tables on page 29.  We note that the data appears to be presented
in
the Howe Barnes report at pages 12 and 16-17.  Also, explain in
your
disclosure why Howe Barnes selected pricing ratios, as presented
in
your disclosure, different from the ones appearing in the
aforementioned pages of its report.
7. Please explain why Howe Barnes selected the first and third
quartile measures as relevant to its analyses.

Discounted Cash Flow Analysis, page 30
8. We note that Howe Barnes reviewed financial projections
prepared
by the company.  We further note that financial projections are
included on page 20 of the valuation report filed as exhibit 2 to
the
Schedule 13E-3.  Please include the projections and the material
assumptions underlying the projections.  Please provide the
"dividendable income" on a basis that allows security holders to
relate the projections to the table in this section.
9. Please explain how Howe Barnes determined that terminal
multiples
of 14.0x-18.0x earnings were the most appropriate indicators of
value.  Disclose the industry averages.

Going Private Premium Analysis, page 31
10. Please provide the data that supports the premiums presented
in
the first table in this section.

Series B Preferred Stock Analyses, page 32
11. We note that Howe Barnes used a range of discount rates of 6%-
9%
in its dividends discount analysis for the preferred stock.  We
also
note that on page 37 of Howe Barnes` report, none of the dividend
yields is higher than 7.95%.  Please reconcile.

Description of the Plan, page 37
12. Please tell us why you have not provided disclosure regarding
the
accounting treatment of the reorganization.  Refer to Item
1004(a)(2)(vi) of Regulation M-A.

Information about Southern and its Affiliates

Directors and Executive Officers, page 41
13. Please provide the country of citizenship for each person
listed
in this section and the address for each of your executive
officers
and "Other Affiliates."  Refer to Item 1003(a) and (c)(5) of
Regulation M-A and Instruction C to Schedule 13E-3.

Selected Historical Consolidated Financial Data, page 50
14. Please revise the presentation of your financial statements to
disclose the ratio of earnings to fixed charges in a manner
consistent with Item 503(d) of Regulation S-K.  See Item
1010(a)(3)
of Regulation M-A.

*       *       *       *
      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amended filings to expedite our review.  Please furnish a cover
letter with your amended filing that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please
understand that we may have additional comments after reviewing
your
amended filings and responses to our comments.
      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all material information to
investors.  Since the company and its management are in possession
of
all facts relating to a company`s disclosure, they are responsible
for the accuracy and adequacy of the disclosures they have made.
      In connection with responding to our comments, please
provide,
in writing, a statement from the company (and all additional
filing
persons) acknowledging that:
* the company (or filing person) is responsible for the adequacy
and
accuracy of the disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company (or filing person) may not assert staff comments as
a
defense in any proceeding initiated by the Commission or any
person
under the federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
      Please direct any questions to me at (202) 551-3619 or, in
my
absence, to Pam Carmody, Special Counsel, at (202) 551-3265.  You
may
also contact me via facsimile at (202) 772-9203.  Please send all
correspondence to us at the following ZIP code: 20549-3628.

							Sincerely,

							Daniel F. Duchovny
							Attorney-Advisor
							Office of Mergers &
Acquisitions

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F. Donald Nelms, Jr., Esq.
Powell Goldstein LLP
November 14, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

         DIVISION OF
CORPORATION FINANCE

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