SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
CAPITAL FACTORS HOLDING, INC.
_________________________________
(Name of Issuer)
Common Stock, $.01 Par Value
_________________________________
(Title of Class of Securities)
139905 10 3
_________________________________
(CUSIP Number)
The information required on the remainder of this cover page shall
not be deemed "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 (the "Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the Notes).
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CUSIP No. 139905 10 3
(1) Names of Reporting Persons Capital Bank
S.S. or I.R.S. Identification Nos.
of Above Persons 59-1531185
(2) Check the Appropriate Box if a Member of a Group
(See Instructions) (a) [ ] (b) [X]
(3) SEC Use Only ________________________________________
(4) Citizenship or Place
of Organization State of Florida, U.S.A.
Number of (5) Sole Voting Power 10,000,000
Shares Bene-
ficially (6) Shared Voting Power 0
Owned by
Each Report- (7) Sole Dispositive Power 10,000,000
ing Person
With (8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 10,000,000
(10) Check if the Aggregate Amount in Row
(9) Excludes Certain Shares [ ]
(11) Percent of Class Represented by
Amount in Row (9) 81.3 % (1)
(12) Type of Reporting Person HC, BC
___________________
(1) Calculated on the basis of 12,300,000 shares of Common Stock
outstanding on February 3, 1997.
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Item 1(a). Name of Issuer:
CAPITAL FACTORS HOLDING, INC.
Item 1(b). Address of Issuer's Principal Executive Offices:
1799 West Oakland Park Boulevard
Fort Lauderdale, Florida 33311
Item 2(a). Name of Person Filing:
Capital Bank
Item 2(b). Address of Principal Business Office:
1221 Brickell Avenue, 12th Floor
Miami, Florida 33131
Item 2(c). Citizenship:
State of Florida, U.S.A.
Item 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
Item 2(e). CUSIP Number:
139905 10 3
Item 3. If this statement is filed pursuant to Rules
13d-1(b), or 13d-2(b), identify the status of the
person filing.
Not applicable.
Item 4. Ownership.
(a) Amount Beneficially Owned: 10,000,000 shares
(b) Percent of Class: 81.3% (1)
____________________
(1) Calculated on the basis of 12,300,000 shares of Common Stock
outstanding on February 3, 1997.
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(c) Number of shares as to which such
person has:
(i) sole power to vote or to 10,000,000
direct the vote
(ii) shared power to vote or to 0
direct the vote
(iii) sole power to dispose or to 10,000,000
direct the disposition of
(iv) shared power to dispose or to 0
direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact
that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five
percent of the class of securities, check the following
[ ].
Item 6. Ownership of More than Five Percent on Behalf of
Another Person.
Not applicable.
Item 7. Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the
Parent Holding Company.
Not applicable.
Item 8. Identification and Classification of Members of the
Group.
Not applicable.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
Not applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
February 3, 1997 CAPITAL BANK
By: /s/ Daniel M. Holtz
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Daniel M. Holtz, Chairman of
the Board, Chief Executive
Officer and President
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