CCB FINANCIAL CORP
8-K, 1994-12-29
STATE COMMERCIAL BANKS
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                  SECURITIES AND EXCHANGE COMMISSION
                                   
                        Washington, D.C. 20549
                                   
                                   
                                   
                               Form 8-K
                                   
                            Current Report
                                   
                                   
                Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) December 21, 1994
                                   
                                   
                              CCB FINANCIAL CORPORATION
        (Exact name of registrant as specified in its charter)
                                   
                                   
   North Carolina             0-12358              56-1347849
  (State or other      (Commission File No.)    (IRS Employer
  jurisdiction of                              Identification No.)
  incorporation)
                                   
      111 Corcoran Street, Post Office Box 931, Durham, NC 27702
               (Address of principal executive offices)
                                   
                                   
Registrant's telephone number, including area code (919) 683-7777
                                   
                                   
                              N/A
               (Former name or former address, if
                    changed since last report)
                                   
                                   

Item 5.  Other Events

On December 21, 1994, the Registrant issued a joint press release
with Security Capital Bancorp ("Security Capital") announcing each
had completed its due diligence review of the other and had found no
reason not to continue progressing toward a combination of their
organizations.  The joint press release also announced that all
regulatory applications had been filed and that a registration
statement pertaining to the combination and special meetings of their
shareholders had been filed with the Securities and Exchange
Commission on December 21, 1994.

The Registrant previously announced its intention to repurchase
shares of its common stock and to purchase shares of Security
Capital's common stock. As of December 28, 1994, the Registrant had
repurchased 407,400 shares of its common stock on the open market at
an aggregate price of approximately $15,511,000 and had not purchased
any shares of Security Capital's common stock.

Item 7.  Financial Statements and Exhibits

(a)  Financial statements
      None

(b)  Exhibits
     99.1      Press release by CCB Financial Corporation dated
               December 21, 1994





                              SIGNATURES
                                   
                                   
Pursuant to the requirements 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.


                                          CCB FINANCIAL CORPORATION
                                          Registrant


Date:  December 29, 1994                  By:  W. HAROLD PARKER, JR.
                                               W. Harold Parker, Jr.
                                               Senior Vice President
                                               and Controller

                             EXHIBIT INDEX
                                   
                                                          Sequential
                                            Exhibit No.    Page No.

Press release by CCB Financial Corporation
 dated December 21, 1994                         99.1         5


                                   


NEWS RELEASE

For further information please contact:
W. Harold Parker, Jr. (CCBF)            (919) 683-7631
Pressley A. Ridgill (SCBC)              (704) 855-6127


FOR IMMEDIATE RELEASE              December 21, 1994


       CCB FINANCIAL CORPORATION AND SECURITY CAPITAL
           BANCORP REPORT PROGRESS IN TRANSACTION

Durham and Salisbury, North Carolina----CCB Financial
Corporation (CCBF:Nasdaq) and Security Capital Bancorp
(SCBC:Nasdaq), jointly announced that each have completed
its due diligence review of the other and have found no
reason not to continue progressing towards a combination of
their organizations.  They also announced that all
regulatory applications had been filed and that a
registration statement pertaining to the combination and
special meetings of their shareholders was filed today with
the Securities and Exchange Commission.

Ernest C. Roessler, President and Chief Executive Officer of
CCB, and David B. Jordan, Vice Chairman and Chief Executive
Officer of Security Capital, issued the following joint
statement:

"We are very pleased that we are on schedule with the
combination of our organizations.  We are not surprised that
our reviews of one another have not produced any reason not
to move quickly and efficiently towards the ultimate goal of
providing an enhanced banking franchise in our existing
combined market areas.  Our transition teams are working
closely together and are targeting the date by which we can
effectively combine both organizations.  We are working
diligently so that there will be little disruption and a
smooth transition for all of the customers of Security
Capital."

"Although there has been a general decline in market prices
for financial institutions over the past several weeks, we
believe this to be a short-lived trend and have every
confidence that the inherent value of the combined
organization will be fully appreciated as we move forward.
Our goal remains to combine the organizations during the
second quarter of 1995."

                             ###



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