TRIANGLE BANCORP INC
10-Q, 1997-05-14
STATE COMMERCIAL BANKS
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                    U. S. SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549


                                    FORM 10-Q


                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1997



                        Commission file number - 0-21346


                             TRIANGLE BANCORP, INC.
             (Exact name of registrant as specified in its charter)


         North Carolina                                    56-1764546
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                         Identification No.)


                              4300 Glenwood Avenue
                          Raleigh, North Carolina 27612
                    (Address of principal executive offices)
                                   (Zip Code)

                            Telephone: (919) 881-0455
                         (Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes  x                    No

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

   Common Stock                                               10,472,216
      Class                                          Outstanding at May 9, 1997


<PAGE>





                         PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements

         The Consolidated Balance Sheets as of March 31, 1997 and December 31,
         1996 and the Consolidated Statements of Income and Cash Flows for the
         three month periods ended March 31, 1997 and March 31, 1996 have been
         included as Attachments to this report.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations.

         HIGHLIGHTS

         During the first quarter of 1997, Triangle Bancorp ("the Company")
         continued it's strategy of growth with the signing of a Letter of
         Intent to acquire Bank of Mecklenburg, Charlotte, North Carolina on
         March 27, 1997. Bank of Mecklenburg has $274 million in assets as of
         March 31, 1997; this transaction is discussed further in Part II, Item
         5. The Company's subsidiary, Triangle Bank ("Triangle") opened a de
         novo branch in Raleigh and entered the in-store delivery market in
         April with plans for additional in-store locations throughout 1997.
         Also in the first quarter of 1997, the Company surpassed the one
         billion dollar mark in total assets.

         OPERATING RESULTS FOR THE THREE MONTHS ENDED MARCH 31, 1997  AND 1996

         The Company's net income for the three months ended March 31, 1997 was
         $3,042,000 compared to $2,547,000 for the same period in 1996, an
         increase of 19%. Earnings per common share were $0.28 for the three
         months ended March 31, 1997 compared to $0.24 per common share for the
         same period in 1996.

         For the three months ended March 31, 1997 the annualized returns on
         average assets and equity were 1.25% and 14.01%, respectively, compared
         to 1.18% and 12.69%, respectively for the same period in 1996.

         Core earnings for the period were positively impacted by an increase in
         net interest income due to an increase in the volume of earning assets.
         Net interest income for the three months ended March 31, 1997 was
         $10,600,000 compared to $9,442,000 for the same period in 1996 an
         increase of $1,158,000 or 12%. Average earning assets increased $114
         million, primarily in loans ($78 million) and investment securities
         ($30 million). Average costing liabilities increased by $97 million,
         $31 million in savings and money market deposits and $61 million in
         time deposits less than $100,000. The net yield on interest earning
         assets decreased slightly to 4.74% at March 31, 1997 from 4.78% as of
         March 31, 1996.

         For the three months ended March 31, 1997, a loan loss provision of
         $500,000 was made compared to a provision of $312,000 for the same
         period in 1996. The increase in provision was due to growth in the loan
         portfolio and a continued commitment to maintaining adequate loan loss
         reserves.

<PAGE>

         Part I, Item 2 (Continued)

         Noninterest income for the three months ended March 31, 1997 was
         $1,988,000 compared to $2,048,000 for the same period in 1996 a
         decrease of $60,000 or 3%. Increases were seen in income from
         investment services and the sale of loans. However, they were offset by
         a decrease in service charge income primarily in overdraft charges; a
         decrease in fees related to mortgage originations and associated fees
         due to a decrease in volume; and a decrease in other income which
         included a loss of $104,000 on the sale of a vacant facility.

         Noninterest expenses were relatively flat with an increase of $116,000,
         or 1.6%, for the three months ended March 31, 1997 compared to the same
         period in 1996. During the first quarter of 1997, personnel costs
         deferred associated with SFAS 91 were adjusted upward to more
         accurately reflect the cost of originating loans. This resulted in a
         decrease in salaries and employee benefits compared to the first
         quarter of 1996. Increases in occupancy and office expenses were
         incurred due to the net addition of four branches over the first
         quarter of 1996.

         FINANCIAL CONDITION

         Total assets were $1.01 billion as of March 31, 1997 an increase of $39
         million from December 31, 1996. The increase from December 31, 1996 to
         March 31, 1997 is in the loan portfolio as well as securities available
         for sale. This growth was funded by a $32 million increase in deposit
         accounts primarily in savings and money market and time deposits less
         than $100,000.

         The Company continued to maintain strong loan loss reserves during the
         period. As a result of loan growth, the provision was increased to
         $500,000 for the three months ended March 31, 1997 from $312,000 for
         same period in 1996. Nonaccrual loans were $2,011,000 at March 31, 1997
         versus $1,120,000 at March 31, 1996. This increase reflect is the
         results of two relationships as well as loan growth of 14%. The loan
         loss reserves at March 31, 1997 were 1.52% of gross loans and 226% of
         nonperforming assets and other real estate owned compared to 1.49% and
         311%, respectively, at March 31, 1996. Although nonaccrual loans have
         increased from the year ago period, management feels loan loss reserves
         are adequate. A summary of certain information related to the loan loss
         reserves and nonperforming assets as of March 31, 1997 follows:


<PAGE>

Part I, Item 2 (Continued)

                RESERVE FOR LOAN LOSSES AND NONPERFORMING ASSETS
                             (DOLLARS IN THOUSANDS)


ANALYSIS OF RESERVE FOR LOAN LOSSES:

<TABLE>
<S>                                                                                       <C>
Beginning Balance, January 1, 1997                                                        $ 9,715
                                                                                          -------


Deduct charge-offs:
         Commercial financial and agricultural                                                10
         Real estate, construction and land development                                       19
         Installment loans to individuals                                                     37
         Credit card and related plans                                                        93
                                                                                         -------
                                                                                             159
Add recoveries:
         Commercial, financial and agricultural                                              234
         Real estate, construction and land development                                        6
         Installment loans to individuals                                                     80
         Credit card and related plans                                                        18
                                                                                         -------
                                                                                             338
                                                                                         -------
Net recoveries                                                                               179

Additions charged to operations                                                              500
                                                                                         -------
Ending balance, March 31, 1997                                                           $10,394
                                                                                         =======

Ratio of net charge-offs to average loans outstanding during the period                   (0.027%)

ANALYSIS OF NONPERFORMING ASSETS:

Nonaccrual loans:
         Commercial, financial and agricultural                                           $1,068
         Real estate, construction and land development                                      906
         Installment loans to individuals                                                     37
                                                                                          ------
                                                                                           2,011

Loans contractually past due 90 days or more
     as to principal or interest                                                           2,140
Foreclosed assets                                                                            451
                                                                                          ------

TOTAL                                                                                     $4,602
                                                                                          ------
</TABLE>

<PAGE>


Part 1, Item 2 (Continued)

         FINANCIAL CONDITION (CONTINUED)

         Total deposits were $879 million at March 31, 1997 an increase of $31
         million from December 31, 1996. The increase from December 31, 1996 is
         due to internal growth in savings, money market and time deposits less
         than $100,000.

         CAPITAL

         The adequacy of capital is reviewed regularly, in light of current
         plans and economic conditions, to ensure that sufficient capital is
         available for current and future needs, to minimize the Company's cost
         of capital and to assure compliance with regulatory requirements. The
         Company's capital ratios as of March 31, 1997 are as follows:


                                                     ACTUAL   REQUIRED   EXCESS
                                                     PERCENT   PERCENT   PERCENT
                                                     -------  --------   -------
         Tier 1   Capital to Risked Based Assets     11.04 %    4.00 %    7.04 %

         Total   Capital to Risked Based Assets      12.39 %    8.00 %    4.29 %

         Leverage Ratio                                7.91 %   4.00 %    3.91 %




                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

         There are no material pending legal proceedings involving the Company.

Item 2. Changes in Securities

         There have been no changes in the rights of the holders of the common
stock of the Company.

Item 3. Defaults Upon Senior Securities

         Not Applicable.



<PAGE>


Part II (Continued)

Item 4. Submission of Matters to a Vote of Security Holders

         On April 28, 1997 the annual shareholders meeting was held by the
         Company to vote (i) to consider and act upon a proposal to amend the
         Company's Bylaws to increase the maximum number of directors from 24 to
         26; (ii) to elect 13 members of the Board of Directors; (iii) to
         consider a proposal to approve the Triangle Bancorp, Inc. Employee
         Stock Purchase Plan, as amended and restated; (iv) to consider a
         proposal to ratify the appointment of Coopers & Lybrand L.L.P. as
         independent public accountants of the Company for 1997, and (v) to
         consider and act on any other matters that may properly come before the
         Annual Meeting.

         The results of proposal (i), amendment of bylaws: 6,927,148 for;
         327,724 against; and 261,089 abstain.

         The results of proposal (ii), election of directors:

                           FOR            AGAINST        ABSTAIN          NOT
                                                                          VOTED

Carole S. Anders       7,423,708             0           92,252           0

H. Leigh Ballance      7,423,860             0           92,100           0

James P. Godwin, Sr.   7,263,346             0          252,614           0

Michael A. Maxwell     7,377,316             0          138,644           0

Wendell H. Murphy      7,236,026             0          279,934           0

Michael S. Patterson   7,424,922             0           91,038           0

Patrick H. Pope        7,378,687             0          137,273           0

William R. Pope        7,376,038             0          139,922           0

Billy N. Quick, Sr.    7,416,989             0           98,791           0

J. Dal Snipes          7,380,589             0          135,371           0

N. Johnson Tilghman    7,425,213             0           90,747           0

Sydnor B. White, Jr.   7,425,568             0           90,392           0

J. Blount Williams     7,425,517             0           90,443           0

<PAGE>


Part II, Item 4 (Continued)

         Directors whose term of offices continued after the meeting:

         Charles H. Ashford, Jr.
         Edwin B. Borden
         Robert E. Bryan, Jr.
         N. Leo Daughtry
         George W. Holt
         Edythe P. Lumsden
         David T. Clancy
         Syd W. Dunn, Jr.
         Willie S. Edwards
         Robert L. Guthrie
         John B. Harris
         Earl Johnson, Jr.
         J. L. Maxwell, Jr.

         The results of proposal (iii), approval of Employee Stock Purchase
         Plan: 7,237,990 for; 211,572 against; and 66,399 abstain.

         The results of proposal (iv), ratification of independent public
         accountants: 7,373,943 for; 72,315 against; and 69,703 abstain.

Item 5. Other Information

         On March 27, 1997 the Company announced the signing of a Letter of
         Intent with Bank of Mecklenburg, Charlotte, North Carolina whereby Bank
         of Mecklenburg will be acquired by and operate as a subsidiary of the
         Company. The Definitive Agreement was signed April 25, 1997 and the
         transaction is subject to receipt of shareholder and regulatory
         approvals as well as the satisfaction of various other conditions.

         Pursuant to the Definitive Agreement, the Company will exchange 1.00
         shares of its common stock for each share of Bank of Mecklenburg's
         common stock issued and outstanding. It is contemplated the transaction
         will be accounted for as a pooling of interests and the stock exchange
         will qualify as tax free reorganization. As of March 31, 1997, Bank of
         Mecklenburg had $274 million in assets.

Item 6. Exhibits and Reports on Form 8-K

a)       Exhibits

         (19)     Report furnished to security holders.

         (27)     Financial data schedule.


<PAGE>

Part II, Item 6 (Continued)

b)       Reports on Form 8-K

         (i) A Form 8-K was filed on April 1, 1997 announcing the Company signed
         a Letter of Intent with Bank of Mecklenburg, Charlotte, North Carolina
         whereby Bank of Mecklenburg will be acquired by and operated as a
         subsidiary of the Company.


<PAGE>

                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                    UNAUDITED
 
<TABLE>
<CAPTION>
                                                                        March 31,            December 31,
                                                                          1997                   1996

<S>                                                                 <C>                      <C>        
ASSETS
Cash and due from banks                                             $    29,223,457          $34,614,622
Federal funds sold                                                        4,170,000            1,010,891
Interest-bearing deposits in banks                                          399,607              879,360
Securities available for sale                                           163,684,418          146,086,069
Securities held to maturity, market value;
    $90,440,000 and $97,667,000                                          90,395,620           97,111,953
Loans held for sale                                                           3,794            2,412,738
Loans, less allowance for losses of
    $10,394,405 and $9,715,387                                          671,744,493          639,718,248
Premises and equipment, net                                              19,912,563           20,181,307
Interest receivable                                                       9,544,852            8,812,952
Deferred income taxes                                                     7,021,929            6,700,349
Intangible assets                                                        11,290,201           11,654,033
Other assets                                                              2,209,321            1,922,477
                                                                 -------------------    -----------------

                Total assets                                         $1,009,600,255         $971,104,999
                                                                 ===================    ==================


LIABILITIES AND SHAREHOLDERS' EQUITY

Deposits:
   Noninterest-bearing demand                                          $132,745,490         $139,904,711
   Interest-bearing demand                                               77,456,515           83,961,295
   Savings and money market                                             198,904,539          181,658,946
   Large denomination certificates of deposit                            67,807,990           61,684,287
   Other time                                                           402,579,437          380,554,636
                                                                 -------------------    -----------------

                Total deposits                                          879,493,971          847,763,875

Short-term debt                                                          25,466,603           15,962,391
Other borrowings                                                          5,000,000           10,000,000
Interest payable                                                          6,119,428            6,593,267
Other liabilities                                                         5,363,741            3,889,128
                                                                 -------------------    -----------------

                Total other liabilities                                  41,949,772           36,444,786
                                                                 -------------------    -----------------

                Total liabilities                                       921,443,743          884,208,661
                                                                 -------------------    -----------------

Commitments and contingencies*


SHAREHOLDERS' EQUITY

   Common stock, no par value 20,000,000                                 61,425,426           61,544,172
      authorized; 10,488,854 shares and
      10,468,036 shares outstanding at March 31,
     1997 and December 31, 1996, respectively
   Undivided profits                                                     27,238,335           25,245,470
   Unrealized gain (loss) on securities available for sale                 (507,249)             106,696
                                                                 -------------------    -----------------

                Total shareholders' equity                               88,156,512           86,896,338
                                                                 -------------------    -----------------

                Total liabilities and shareholders' equity           $1,009,600,255         $971,104,999
                                                                 ===================    ==================
</TABLE>

*Standby letters of credit outstanding at March 31, 1997 amounted to $3,305,533

The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>


                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                                    UNAUDITED

                                                For the three   For the three
                                                months ended     months ended
                                               March 31, 1997   March 31, 1996
INTEREST INCOME:
   Interest and fees on loans                   $ 15,573,312    $ 13,795,245
   Securities                                      3,549,844       3,128,609
   Interest bearing deposits                           5,791          10,823
   Interest rate swap                                   --             3,785
   Federal funds sold                                111,124          33,980
                                                ------------    ------------
     Total interest income                        19,240,071      16,972,442

INTEREST EXPENSE:
   Large denomination certificates of deposit        978,943         812,185
   Other deposits                                  7,236,768       6,296,726
   Short-term debt                                   324,587         420,533
   Other borrowed funds                               99,608             719
                                                ------------    ------------
     Total interest expense                        8,639,906       7,530,163
                                                ------------    ------------

Net interest income                               10,600,165       9,442,279

Provision for loan losses                            500,000         312,500
                                                ------------    ------------
Net interest income after
  provision for loan losses                       10,100,165       9,129,779
                                                ------------    ------------
NONINTERST INCOME:
    Service charges on deposit accounts            1,376,534       1,442,966
    Other commissions and fees                       465,744         499,752
    Gain (loss) on sale of securities                 (9,813)         (4,188)
    Gain on sale of foreclosed assets                   --            16,090
    Gain on sale of loans                             85,224            --
    Triangle Investment Services                      92,511          46,929
    Other operating income                           (22,258)         46,139
                                                ------------    ------------
     Total noninterest income                      1,987,942       2,047,688
                                                ------------    ------------
NONINTERST EXPENSE:
    Salaries and employee benefits                 3,289,201       3,360,018
    Occupancy expense                                671,543         640,993
    Furniture and equipment expense                  567,357         582,755
    Professional fees                                434,140         355,010
    Federal deposit insurance expense                 18,000          53,518
   Advertising and public relations                  213,778         244,079
   Office expenses                                   340,722         181,862
   Amortization of intangible assets                 352,162         342,126
   Other operating expense                         1,373,752       1,384,536
                                                ------------    ------------
     Total noninterest expense                     7,260,655       7,144,897
                                                ------------    ------------

Net income before income taxes                     4,827,452       4,032,570

Income tax expense                                 1,785,000       1,485,537
                                                ------------    ------------

Net income                                   $     3,042,452   $   2,547,033
                                                ============   =============

Primary income per share data:
    Net income                                          0.28            0.24
    Average common equivalent shares              10,860,014      10,758,460
Income per share data assuming full dilution:
    Net income                                          0.28            0.24
   Average common equivalent shares               10,873,226      10,759,117

Cash dividends declared per share                       0.10            0.07


The accompanying notes are an integral part of the consolidated financial
statements.



<PAGE>
                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED

<TABLE>
<CAPTION>
                                                                              MARCH 31,          MARCH 31,
                                                                                1997                1996
<S>                                                                          <C>             <C>         
Cash flows from operating activities:
Net income                                                                   $  3,042,452    $  2,547,033
Adjustments to reconcile net income to net cash provided (used) by
  operations:
    Depreciation and amortization                                                 791,194         713,937
    Accretion of discount on investment securities,
    net of amortization of premiums                                                57,467          28,004
    Provision for loan losses                                                     500,000         312,500
    Loss (Gain) on sale of investments                                              9,813           4,188
    Loss (Gain) on Fixed Assets                                                  (129,072)           --
    Mortgage loans held for sale:
        Originations                                                             (948,368)     (6,712,899)
        Sales                                                                   3,357,312       7,927,578
    Provision (benefit) for deferred taxes                                        (21,580)       (122,001)
    Gain on sale of foreclosed assets                                                --            16,090
    Change in other assets and liabilities:
        Interest receivable                                                      (731,900)       (678,184)
        Other assets                                                             (286,844)        400,141
         Interest payable                                                        (473,839)       (384,359)
        Other liabilities                                                       1,474,613        (128,439)
                                                                                ---------       ----------
          Net cash provided (used) by operating activities                      6,641,248       3,923,589
                                                                                ---------       ----------

Cash flows from investing activities:
    Proceeds from maturity and principal paydown of securities AFS              2,854,881       6,379,690
    Proceeds from maturities and principal paydown of securities HTM           11,031,019       5,695,110
    Proceeds from sales of investment securities AFS                           22,972,797       7,500,050
    Proceeds from sales of investment securities HTM                                 --              --
    Purchases of investment securities AFS                                    (44,441,766)    (31,282,024)
    Purchases of investment securities HTM                                     (4,280,174)     (9,538,343)
    Net increase in loans made to customers                                   (32,526,245)    (27,835,286)
    Capital expenditures, bank premises and equipment                            (239,399)     (1,222,784)
    Proceeds from sale of foreclosed assets                                          --           192,535
    Proceeds from sale of premises and equipment                                  209,851            --
    Proceeds from sale of mortgage servicing portfolio                               --              --
    Net cash acquired, in acquisition and divestitures                               --        51,240,736
                                                                              ------------     ----------
          Net cash used by investing activities                               (44,419,036)      1,129,684
                                                                              ------------     ----------

Cash flows from financing activities:
    Net increase or (decrease) in deposit accounts                             31,730,096      (6,653,191)
    Net increase (decrease) in short-term debt                                  9,504,212      (5,979,148)
    Net increase (decrease) in other borrowings                                (5,000,000)           --
    Proceeds from common stock issuance                                           239,638          41,163
    Repurchase of stock                                                          (542,728)           --
    Cash dividends paid                                                        (1,049,585)       (677,827)
    Cash payments for fractional shares                                              --              --
    Shares issued under stock plans                                               184,346         174,906
                                                                               ----------     ------------
          Net cash provided by financing activities                            35,065,979     (13,094,097)
                                                                               ----------     ------------

          Net (decrease) in cash and cash equivalents                          (2,711,809)     (8,040,824)

    Cash and cash equivalents at beginning of period                           36,504,873      45,621,841
                                                                               ----------      ----------

    Cash and cash equivalents at end of period                               $ 33,793,064    $ 37,581,017
                                                                             ============    ============

</TABLE>


The accompanying notes are an integral part of the consolidated financial
statements.




                      TRIANGLE BANCORP, INC. AND SUBSIDIARY
                   Notes to Consolidated Financial Statements
               For the Three Months Ended March 31, 1997 and 1996
                                   (Unaudited)


         1.       Financial statement presentation and management representation

                  The consolidated financial statements include the accounts and
                  results of operations of Triangle Bancorp, Inc. and its
                  wholly-owned subsidiary, Triangle Bank. All significant
                  intercompany transactions and accounts are eliminated in
                  consolidation.

                  The interim consolidated financial statements as of and for
                  the three months ended March 31, 1997 and 1996 are unaudited.
                  In the opinion of management, the consolidated financial
                  statements contain all adjustments, consisting of normal
                  recurring adjustments, necessary to present fairly, in all
                  material respects, the consolidated financial position as of
                  March 31, 1997 and 1996, and the results of operations and
                  cash flows for the periods then ended. The results for the 
                  interim periods are not necessarily indicative of what 
                  results will be for the year ended December 31, 1997.

         2.       Earnings Per Share

                  The Company will adopt Statement of Financial Accounting
                  Standards (SFAS) No. 128 "Earnings Per Share" on December 31,
                  1997. SFAS No. 128 requires the Company to change its method
                  for computing, presenting and disclosing earnings per share
                  information. Upon adoption, all prior period data presented
                  will be restated to conform to the provisions of SFAS No. 128.

                  If the Company had adopted SFAS No. 128 for the period ended
                  March 31, 1997, the following computation would have been
                  presented on the consolidated statements of income:

<TABLE>
<CAPTION>
                                                                                Three Months     Three  Months
                                                                                Ended March      Ended March
                                                                                31, 1997         31, 1996

<S>                                                                             <C>              <C>       
                  Basic income per common share:

                    Net income                                                  $3,042,452       $2,547,033

                           Weighted average shares:

                                    Common shares outstanding                   10,477,363       10,424,422

                                    Basic income per common share                    $0.29           $0.24

</TABLE>
<PAGE>

2.       Earnings Per Share (Continued)

<TABLE>
<CAPTION>
                                                                                Three Months     Three  Months
                                                                                Ended March      Ended March
                                                                                31, 1997         31, 1996

                  Diluted income per common share:

<S>                                                                             <C>              <C>       
                  Net income                                                    $3,042,452       $2,547,033

                           Weighted average shares:
                                    Common shares outstanding                   10,477,363       10,424,422
                                    Dilutive effect of subordinated
                                            debt options                             6,055            4,687
                                    Dilutive effect of stock options               376,596          329,351
                                                                                ----------       ----------
                                    Total shares                                10,860,014       10,758,460

                                    Diluted income per common share                  $0.28            $0.24

</TABLE>



         3.       Subsequent Event:

                  On April 25, 1997 the Company entered into a definitive
                  agreement to acquire all the outstanding common stock of the
                  Bank of Mecklenburg. The transaction is subject to shareholder
                  and regulatory approval and is expected to be accounted for as
                  a pooling of interests in the fourth quarter of 1997.



<PAGE>





                                   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.

                                                    TRIANGLE BANCORP, INC.



Date: May 12, 1997                                  /s/ Debra L. Lee
                                                    Debra L. Lee,
                                                    EVP/Chief Financial Officer

<PAGE>


                             TRIANGLE BANCORP, INC.
                                  EXHIBIT INDEX


EXHIBIT
NUMBER                     NAME                                             PAGE

19                         Report furnished to security holders.

27                         Financial Data Schedule

<PAGE>

<PAGE>
First Quarter Report
1997

Dear Shareholders

The first quarter of 1997 was another quarter of record profits for Triangle
Bancorp. Net income for the quarter was $3.0 million, an increase of 20% over
the $2.5 million reported for the first quarter of 1996. Earnings per share
increased by 17%, growing from $.24 for the three months ended March 31, 1996 to
$.28 for the same period in 1997. Returns on average assets and average equity
for the three months ended March 31, 1997 were 1.25% and 14.01%, respectively,
compared to 1.18% and 12.69%, respectively, for the same period in 1996.

We are especially pleased to announce that total assets on March 31, 1997
surpassed the one billion dollar mark, ending the period at $1,010 million, a
13% increase over the $897 million in assets reported on March 31, 1996. This 
is a significant milestone in the history of our Company, and was achieved 
less than ten years from the date we opened for business in January 1988. For 
the quarter, gross loans grew to $682 million, an increase of 14% over the 
$596 million reported in 1996, while at the same time deposits grew to $879 
million from $763 million, an increase of 15%.

On March 27th, we announced the signing of a letter of intent to acquire the
Bank of Mecklenburg which operates three offices in Charlotte, N.C. and had $270
million in total assets as of December 31, 1996. This will be an excellent 
addition to our community bank franchise, and we're excited about entering the 
dynamic Charlotte market. We plan to execute the definitive agreement in 
April, and complete the merger in the fall of this year.

During the quarter, our stock price increased appreciably from $16.38 on
December 31, 1996 to $19.13 on March 31, 1997, an increase of 16%. The price of
our stock has increased by 28% during the past twelve months, from $15.00 to
$19.13. During the same twelve month period, the quarterly cash dividend
increased by 43%, growing from $.07 per share on March 31, 1996 to $.10 per
share on March 31, 1997.

We hope you are pleased with our first quarter results, especially the
attainment of over $1 billion in assets, along with our continued growth in
quarterly net income. We are optimistic that we will continue to report positive
results for your Company for the remainder of 1997.

Thank you for your support of Triangle Bancorp. We encourage your attendance 
at our annual shareholder meeting to be held in Greenville, N.C. on April 28, 
1997.

Sincerely,



Michael S. Patterson
President and CEO


Summary Balance Sheets
(In thousands)

                                          3/31/97              3/31/96
Assets
Cash, Due from Banks
and Federal Funds Sold               $     33,793         $     37,581
Investments, Market Value

<PAGE>



of $254,125 and $224,347                 254,080               224,320
Loans Less Allowance of
$10,394 and $8,911                       671,748               589,644
Other Assets                              49,979                45,841

Total Assets                         $ 1,009,600          $    897,386


Liabilities and
Shareholders' Equity
Demand Deposits                      $   132,746          $    125,961
Interest Bearing Deposits                746,748               637,121
Total Deposits                           879,494               763,082

Other Borrowings                          29,467                43,450
Other Liabilities                         12,482                10,264
Total Other Liabilities                   41,949                53,714

Total Liabilities                        921,443               816,796


Shareholders' Equity
Common Stock; no par value;
20,000 shares authorized;
10,489 shares and 10,438
shares outstanding at
March 31, 1997 and
1996, respectively                         61,426               61,514
Undivided Profits                          27,238               19,090
Net Unrealized Loss on
Securities Available for Sale                (507)                 (14)
Total Shareholders' Equity                 88,157               80,590


Total Liabilities and
Shareholders' Equity                 $  1,009,600         $    897,386

Summary Statements of Income and Expense
(In thousands, except per share data)

                                            For the Three Months Ended
                                             3/31/97           3/31/96

Interest Income                      $     19,240        $      16,972
Interest Expenses                           8,640                7,530
Net Interest Income                        10,600                9,442
Provision for Loan Losses                     500                  312
Net Interest Income
After Provision                            10,100                9,130
Noninterest Income                          1,988                2,048
Noninterest Expenses                        7,261                7,145
Net Income Before Income Taxes              4,827                4,033
Income Tax Expense                          1,785                1,486

<PAGE>


Net Income                            $     3,042        $       2,547
Primary Earnings per Share            $       .28        $         .24
Average Common and 
Common Equivalent Shares                   10,860               10,758
Fully Diluted Earnings per Share      $       .28        $         .24
Average Common and 
Common Equivalent Shares
assuming full dilution                     10,873               10,759


Significant Ratios
Return on Average Assets                     1.25%                1.18%
Return on Average Equity                    14.01%               12.69%
Efficiency Ratio                            57.68%               62.18%
Net Charge Offs to Average Loans            (.027%)              (.002%)
Allowance for Loan Losses to Loan            1.52%                1.49%
Allowance for Loan Losses to
Nonperforming Assets                          223%                 311%

Triangle Bank Office Locations

Bailey
Battleboro
Benson
Carrboro
Cary (2)
Chapel Hill (2) 
Clayton 
Creedmoor 
Dunn 
Durham
Fayetteville (2) 
Fuquay-Varina
Garner 
Goldsboro 
Greenville (2)
Havelock
Lillington 
Middlesex 
Mount Olive
Nashville 
New Bern (2)
Oxford (2)
Raleigh (4)
Red Oak 
Rocky Mount 
Sanford (2)
Scotland Neck
Seaboard 
Sharpsburg 
Spring Hope 
Tarboro (2) 
Whiteville (2)
Wilmington

<PAGE>




Shareholder Information

Stock Transfer Agent and Registrar:
First Citizens Bank
Stock Transfer Department
2917 Highwoods Boulevard
Raleigh, North Carolina 27604
1-800-662-7130

Stock Listing:
The common stock of Triangle Bancorp is traded on the NASDAQ National Market
System under the ticker symbol TRBC.

Market Makers:
Dean Witter Reynolds
Herzog, Heine, Geduld, Inc.
Interstate/Johnson Lane
Legg Mason Wood Walker, Inc.
Raymond James & Associates, Inc.
Robinson Humphrey Co., Inc.
Sandler O'Neill & Partners
Scott & Stringfellow
Wedbush Morgan Securities, Inc.
Wheat First Securities, Inc.






<TABLE> <S> <C>


<ARTICLE>                                            9
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              Dec-31-1997
<PERIOD-END>                                   Mar-31-1997
<CASH>                                         29,223,457
<INT-BEARING-DEPOSITS>                         399,607
<FED-FUNDS-SOLD>                               4,170,000
<TRADING-ASSETS>                               0
<INVESTMENTS-HELD-FOR-SALE>                    163,684,418
<INVESTMENTS-CARRYING>                         90,395,620
<INVESTMENTS-MARKET>                           90,440,000
<LOANS>                                        682,138,598
<ALLOWANCE>                                    10,394,405
<TOTAL-ASSETS>                                 1,009,600,255
<DEPOSITS>                                     879,493,971
<SHORT-TERM>                                   25,466,603
<LIABILITIES-OTHER>                            5,363,741
<LONG-TERM>                                    5,000,000
                          0
                                    0
<COMMON>                                       61,425,426
<OTHER-SE>                                     26,731,086
<TOTAL-LIABILITIES-AND-EQUITY>                 1,009,600,255
<INTEREST-LOAN>                                15,573,312
<INTEREST-INVEST>                              3,549,844
<INTEREST-OTHER>                               116,915
<INTEREST-TOTAL>                               19,240,071
<INTEREST-DEPOSIT>                             8,215,711
<INTEREST-EXPENSE>                             8,639,906
<INTEREST-INCOME-NET>                          10,600,165
<LOAN-LOSSES>                                  500,000
<SECURITIES-GAINS>                             (9,813)
<EXPENSE-OTHER>                                7,260,655
<INCOME-PRETAX>                                4,827,452
<INCOME-PRE-EXTRAORDINARY>                     4,827,452
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   3,042,452
<EPS-PRIMARY>                                  .28
<EPS-DILUTED>                                  .28
<YIELD-ACTUAL>                                 4.74
<LOANS-NON>                                    2,011,000
<LOANS-PAST>                                   2,140,000
<LOANS-TROUBLED>                               0
<LOANS-PROBLEM>                                0
<ALLOWANCE-OPEN>                               9,715,388
<CHARGE-OFFS>                                  159,088
<RECOVERIES>                                   338,105
<ALLOWANCE-CLOSE>                              10,394,405
<ALLOWANCE-DOMESTIC>                           10,394,405
<ALLOWANCE-FOREIGN>                            0
<ALLOWANCE-UNALLOCATED>                        0
        


</TABLE>


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