FCFT INC
8-K, 1997-04-24
STATE COMMERCIAL BANKS
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FCFT, Inc.
P O Box 5909
Princeton, West Virginia  24740

April 24, 1997

Securities and Exchange Commission
Washington, DC  20549

Gentlemen:

We  are transmitting Form 8-K for FCFT, Inc. as of April 22,
1997 relative
to the acquisition of Blue Ridge Bank by FCFT, Inc.

Sincerely,



FCFT, Inc.

Randy K. Walker
Vice President-Operations
<PAGE>
                                        SECURITIES AND
EXCHANGE ACT

                                                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:
April 22, 1997


FCFT, INC.
____________________________________________________________
_____
                             (Exact name of registrant as
specified in its
charter)

               Delaware                               0-
19297
                55-0694814
____________________________________________________________
_____
           (State or other jurisdiction        (Commission
(IRS Employer
               of incorporation)                    File
Number)
Identification No.)

               P.O. Box 5909, Princeton, West Virginia
          24740
____________________________________________________________
_____
             (Address of principal executive offices)
       (Zip Code)


           Registrant's telephone number, including area
code
(304) 487-9000
<PAGE>
                                 INFORMATION TO BE INCLUDED
IN REPORT

ITEM 1        Not applicable

ITEM 2        Not applicable

ITEM 3        Not applicable

ITEM 4        Not applicable

ITEM 5        Other Events

At the close of business on April 9, 1997, FCFT, Inc. (FCFT)
acquired 100% of
the   common   stock  of  Blue  Ridge  Bank  (Blue   Ridge),
headquartered in Sparta,
North  Carolina.   Blue  Ridge  is  a  $105  million  state-
chartered bank with
offices  located  in Sparta, Elkin, Hays  and  Taylorsville,
North Carolina.
Pursuant to the Agreement and Plan of merger, FCFT exchanged
cash of $19.50
for   each   of   Blue  Ridge's  1,212,148  common   shares.
Immediately before the
acquisition  Blue Ridge cancelled outstanding stock  options
through the
payment  of  $727,948  representing the  difference  between
$19.50 and the
respective option price.  Total consideration including  the
purchase of the
options  was  $24.6 million and resulted  in  an  intangible
asset of
approximately $13.3 million which will be amortized  over  a
15 year period.
The  acquisition was accounted for under the purchase method
of accounting.
Accordingly,  results of operations of Blue  Ridge  will  be
included in
consolidated  results of FCFT from the date of  acquisition.
Subsequent to
merger, Blue Ridge will operate as a wholly-owned subsidiary
of FCFT, Inc.

ITEM 6       Not Applicable

ITEM 7       Not Applicable

ITEM 8       Not Applicable

ITEM 9       Not Applicable
<PAGE>

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 hereunto duly authorized.



                       FCFT, Inc.

          ____________________________

                       Registrant


DATE          April 22, 1997
        /S/ John M. Mendez

                        John M. Mendez

                    Vice President & Chief

                         Financial Officer




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