CCB FINANCIAL CORP
10-C, 1995-05-23
STATE COMMERCIAL BANKS
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             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549
                              
                          Form 10-C
                              
          Report by issuer of securities quoted on
                   The Nasdaq Stock Market
                              
Filed pursuant to Section 13 or 15(d) of the Securities Exchange Act
        of 1934 and Rule 13a-17 or 15d-17 thereunder
                              
                   CCB FINANCIAL CORPORATION
       (Exact name of issuer as specified in charter)

 111 Corcoran Street, Post Office Box 931, Durham, NC 27702
          (Address of principal executive offices)
                              
Issuer's telephone number, including area code (919) 683-7777
                              
         I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
                              
Indicate any change (increase or decrease) of 5% or more in
the number of shares outstanding:

1.  Title of security         Common Stock, $5 par value
2.  Number of shares outstanding before the change   8,998,895
3.  Number of shares outstanding after the change   14,888,938
4.  Effective date of change       May 19, 1995
5.  Method of change and description of transaction:
Tax-free exchange of .5 shares of CCB Financial Corporation
common stock for each share of Security Capital Bancorp
common stock to consummate merger of Security Capital
Bancorp into Central Carolina Bank and Trust Company, a
wholly-owned subsidiary of CCB Financial Corporation.


                II.  CHANGE IN NAME OF ISSUER
                              
1.  Name prior to change _____________________________________________
2.  Name after change ________________________________________________
3.  Effective date of charter amendment changing name ________________
4.  Date of shareholder approval of change, if required ______________


Date  May 23, 1995               /s/ W. HAROLD PARKER, JR.
                                     W. Harold Parker, Jr.
                              Senior Vice President and Controller
                              (Officer's signature and title)



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