This paper presents a study determining the extent of the University of South Carolina's (USC's) appeal to academically talented students and defining potential areas of difficulty in recruiting such students. The sample included all of the 1974 Semi-Finalists from South Carolina in the National Merit Scholarship Competition, as well as the 58 students who competed as semi-finalists for one of USC's Carolina Scholars Awards. Two different questionnaires were employed, one for students attending USC, and the other for students who chose to attend other colleges and universities. Data suggest that USC's appeal to academically talented students is not strong. Such students who considered USC but elected to go elsewhere cite the academic reputation of the college or university as the major reason, although the availability of the Carolina Scholars Program is certainly a major influence for some. Based on student recommendations, USC could enhance its appeal to these students by taking steps to strengthen its undergraduate academic reputation, by promoting its newly created medical school by expanding existing honors and study abroad programs, and by offering additional scholarships awarded on merit. (Author/HLM)