HNB FINANCIAL GROUP
15-12G, 1996-05-15
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

     FORM 15  Certification  and Notice of  Termination  of  Registration  under
Section  12(g) of the  Securities  Exchange Act of 1934 or Suspension of Duty to
File Reports Under Section 13 and 15(d) of the Securities  Exchange Act of 1934.
Commission File Number: 0-12752

                               HNB FINANCIAL GROUP
             (Exact name of registrant as specified in its charter)

      16531 Bolsa Chica, Huntington Beach, California 92649, (714) 840-4681
     (Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

                                  Common Stock
            (Title of each class of securities covered by this Form)

                                      None
 (Titles of all other  classes of  securities  for which a duty to file  reports
under Section 13(a) or 15(d) remains)

         Please  place an X in the box(es) to  designate  the  appropriate  rule
provision(s) relied upon to terminate or suspend the duty to file reports:
            Rule 12g-4(a)(1)(i)      [X]      Rule 12h-3(b)(1)(ii)        [  ]
            Rule 12g-4(a)(1)(ii)     [  ]     Rule 12h-3(b)(2)(i)         [  ]
            Rule 12g-4(a)(2)(i)      [  ]     Rule 12h-3(b)(2)(ii)        [  ]
            Rule 12g-4(a)(2)(ii)     [  ]     Rule 15d-6                  [  ]
            Rule 12h-3(b)(1)(i)      [X]

         Approximate  number of  holders  of record as of the  certification  or
notice date:

                                        0

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
CCB Bancorp,  Inc.,  as  successor  in interest to QCB Bancorp,  has caused this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.

DATE: May 15, 1996.            CCB BANCORP, INC.*
                               (as successor in interest to HNB Financial Group)


                               By:    /s/Allen H. Blake
                               ------------------------
                               Name:  Allen H. Blake
                               ---------------------
                               Title: Chief Financial Officer
                               ------------------------------

                               * Upon merging with HNB  Acquisition
                               Company  on  April  28,  1995,   HNB
                               Financial   Group  became  a  wholly
                               owned  subsidiary  of  First  Banks,
                               Inc.,  St.  Louis,   Missouri.   HNB
                               Financial   Group  merged  into  CCB
                               Bancorp,  Inc.,  also a wholly owned
                               subsidiary of First Banks,  Inc., on
                               August 18,  1995.  Pursuant  to Rule
                               12g-4(b), this  certification/notice
                               is filed  by CCB  Bancorp,  Inc.  as
                               successor   in   interest   to   HNB
                               Financial Group.



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