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):  August 12, 1997


                               CAPITAL BANCORP
           (Exact name of Registrant as specified in its charter)


           Florida                2-26080                 59-2160717
         (State of          (Commission File No.)      (IRS Employer
       Incorporation)                                Identification No.)


                 1221 Brickell Avenue, Miami, Florida 33131
        (Address of principal executive offices, including zip code)


      Registrant's telephone number, including area code:  (305) 536-1500


                               Not Applicable                     
         (Former name or former address, if changed since last report)



          ITEM 5.  OTHER EVENTS.

                    On August 12, 1997, Capital Bancorp ("Bancorp") and
          Union Planters Corporation ("UPC") entered into an Agreement
          and Plan of Merger (the "Agreement"), pursuant to which Bancorp
          will be acquired by UPC.  In accordance with the terms of the
          Agreement, UPC will acquire Bancorp pursuant to the merger (the
          "Merger") of Bancorp with a newly-formed, wholly-owned
          subsidiary of UPC, to be organized under the laws of the State
          of Florida.  Bancorp will be the surviving entity resulting
          from the Merger.

                    Upon consummation of the Merger, each share of common
          stock of Bancorp ("Bancorp Common Stock") (excluding shares
          held by Bancorp, UPC, or any of their respective subsidiaries,
          in each case other than in a fiduciary capacity or as a result
          of debts previously contracted) issued and outstanding at the
          effective time of the Merger (as defined in the Agreement, the
          "Effective Time") shall cease to be outstanding and shall be
          converted into .8525 shares (subject to possible adjustment as
          described below, the "Exchange Ratio") of common stock of UPC,
          together with associated preferred stock purchase rights
          (collectively, "UPC Common Stock").

                    In addition, at the Effective Time, all rights with
          respect to Bancorp Common Stock, pursuant to stock options,
          stock appreciation rights, or other rights granted by Bancorp
          under the existing stock plans of Bancorp, which are
          outstanding at the Effective Time, whether or not exercisable,
          shall be converted into and become rights with respect to UPC
          Common Stock on a basis that reflects the Exchange Ratio.  In
          addition, subject to certain conditions set forth in the
          Agreement, each holder of outstanding stock options which are
          not "incentive stock options" of Bancorp may elect to convert
          all or a portion of such options which have not expired prior
          to the Effective Time into the right to receive such number of
          shares of UPC Common Stock (valued at the Average Closing Price
          (as defined in the Agreement)) as are equal in value to the
          excess of (i) the product of the number of shares of Bancorp
          Common Stock subject to such option times the Exchange Ratio
          times the Average Closing Price (as defined in the Agreement)
          of UPC Common Stock, over (ii) the product of (a) the exercise
          price per share of Bancorp Common Stock subject to such option
          and (b) the number of shares of Bancorp Common Stock subject to
          such option.

                    The Merger is intended to constitute a tax-free
          transaction under the Internal Revenue Code of 1986, as
          amended, and be accounted for as a pooling of interests.

                    Consummation of the Merger is subject to various
          conditions, including:  (i) receipt of the approval by the
          shareholders of Bancorp of the Agreement and the Merger as
          required under applicable law and the Agreement; (ii) receipt
          of certain regulatory approvals from the Board of Governors of
          the Federal Reserve System and other applicable regulatory
          authorities; (iii) receipt of an opinion of counsel as to the
          tax-free nature of the Merger; (iv) receipt of a letter from
          Price Waterhouse LLP, UPC's independent public accountants, to
          the effect that the Merger will qualify for pooling of
          interests accounting treatment; and (v) satisfaction of certain
          other customary conditions.

                    In addition, UPC can terminate the Agreement at any
          time before September 12, 1997 under certain specified
          circumstances set forth in the Agreement based upon a due
          diligence investigation of Bancorp.

                    In addition to certain other termination rights of
          Bancorp and UPC set forth in the Agreement, Bancorp has the
          right to terminate the Agreement if the Average Closing Price
          of UPC Common Stock (i) is less than 80% of the Starting Price
          (as defined in the Agreement) and (ii) reflects a decline, on
          the Determination Date (as defined in the Agreement), of more
          than 15% below a weighted index of the stock prices of a group
          of bank holding companies designated in the Agreement.  In the
          event that Bancorp gives notice of its intention to terminate
          the Agreement based on such provision, UPC has the right,
          within five (5) days of UPC'S receipt of such notice, to elect
          to adjust the Exchange Ratio in accordance with the terms of
          the Agreement, and thereby eliminate Bancorp's right to
          terminate the Agreement under such provision.

                    In connection with executing the Agreement, UPC and
          Bancorp entered into a stock option agreement (the "Stock
          Option Agreement") pursuant to which Bancorp granted to UPC an
          option to purchase, subject to certain limitations, up to
          1,510,500 shares of Bancorp Common Stock (representing 19.9% of
          the issued and outstanding shares of Bancorp Common Stock
          without giving effect to the exercise of the option), at a
          purchase price of $40.50 per share, upon certain terms and in
          accordance with certain conditions.  Under the terms of the
          Stock Option Agreement, the Total Profit (as defined in the
          Stock Option Agreement) and the Notional Total Profit (as
          defined in the Stock Option Agreement) that a holder may
          realize, including UPC, under the Stock Option Agreement may
          not exceed $18.0 million.

                    In addition, each of the directors of Bancorp has
          entered into an agreement with UPC wherein such directors have
          agreed, as individual shareholders, to vote his or her shares
          of Bancorp Common Stock in favor of the Merger.

                    For additional information regarding the Agreement
          and the Stock Option Agreement, please refer to the copies of
          those documents which are incorporated herein by reference and
          included as Exhibits to this Current Report on Form 8-K.  The
          foregoing discussion is qualified in its entirety by reference
          to such documents.

          ITEM 7.   FINANCIAL STATEMENT AND EXHIBITS.

                    (c)  The following Exhibits are filed with this
          Current Report on Form 8-K:

          Exhibit
          Number                   Description
          -------                  -----------
            2.1     Agreement and Plan of Merger, dated as of August 12,
                    1997, by and between Union Planters Corporation and
                    Capital Bancorp.

            2.2     Stock Option Agreement, dated as of August 12, 1997,
                    by and between Capital Bancorp and Union Planters
                    Corporation

            99      Press Release of Capital Bancorp, dated August 13,
                    1997.



                                     SIGNATURE

                    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 hereunder
          duly authorized.

          Dated:  August 22, 1997


                                   CAPITAL BANCORP

                                   By:/s/ Lucious T. Harris
                                      _____________________________
                                      Lucious T. Harris, Senior
                                      Vice President and Treasurer
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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):  August 12, 1997

                               CAPITAL BANCORP
           (Exact name of Registrant as specified in its charter)

           Florida                2-26080                 59-2160717
         (State of          (Commission File No.)      (IRS Employer
       Incorporation)                                Identification No.)

                 1221 Brickell Avenue, Miami, Florida 33131
        (Address of principal executive offices, including zip code)

      Registrant's telephone number, including area code:  (305) 536-1500

                               Not Applicable                     
         (Former name or former address, if changed since last report)

          ITEM 5.  OTHER EVENTS.

                    On August 12, 1997, Capital Bancorp ("Bancorp") and
          Union Planters Corporation ("UPC") entered into an Agreement
          and Plan of Merger (the "Agreement"), pursuant to which Bancorp
          will be acquired by UPC.  In accordance with the terms of the
          Agreement, UPC will acquire Bancorp pursuant to the merger (the
          "Merger") of Bancorp with a newly-formed, wholly-owned
          subsidiary of UPC, to be organized under the laws of the State
          of Florida.  Bancorp will be the surviving entity resulting
          from the Merger.

                    Upon consummation of the Merger, each share of common
          stock of Bancorp ("Bancorp Common Stock") (excluding shares
          held by Bancorp, UPC, or any of their respective subsidiaries,
          in each case other than in a fiduciary capacity or as a result
          of debts previously contracted) issued and outstanding at the
          effective time of the Merger (as defined in the Agreement, the
          "Effective Time") shall cease to be outstanding and shall be
          converted into .8525 shares (subject to possible adjustment as
          described below, the "Exchange Ratio") of common stock of UPC,
          together with associated preferred stock purchase rights
          (collectively, "UPC Common Stock").

                    In addition, at the Effective Time, all rights with
          respect to Bancorp Common Stock, pursuant to stock options,
          stock appreciation rights, or other rights granted by Bancorp
          under the existing stock plans of Bancorp, which are
          outstanding at the Effective Time, whether or not exercisable,
          shall be converted into and become rights with respect to UPC
          Common Stock on a basis that reflects the Exchange Ratio.  In
          addition, subject to certain conditions set forth in the
          Agreement, each holder of outstanding stock options which are
          not "incentive stock options" of Bancorp may elect to convert
          all or a portion of such options which have not expired prior
          to the Effective Time into the right to receive such number of
          shares of UPC Common Stock (valued at the Average Closing Price
          (as defined in the Agreement)) as are equal in value to the
          excess of (i) the product of the number of shares of Bancorp
          Common Stock subject to such option times the Exchange Ratio
          times the Average Closing Price (as defined in the Agreement)
          of UPC Common Stock, over (ii) the product of (a) the exercise
          price per share of Bancorp Common Stock subject to such option
          and (b) the number of shares of Bancorp Common Stock subject to
          such option.

                    The Merger is intended to constitute a tax-free
          transaction under the Internal Revenue Code of 1986, as
          amended, and be accounted for as a pooling of interests.

                    Consummation of the Merger is subject to various
          conditions, including:  (i) receipt of the approval by the
          shareholders of Bancorp of the Agreement and the Merger as
          required under applicable law and the Agreement; (ii) receipt
          of certain regulatory approvals from the Board of Governors of
          the Federal Reserve System and other applicable regulatory
          authorities; (iii) receipt of an opinion of counsel as to the
          tax-free nature of the Merger; (iv) receipt of a letter from
          Price Waterhouse LLP, UPC's independent public accountants, to
          the effect that the Merger will qualify for pooling of
          interests accounting treatment; and (v) satisfaction of certain
          other customary conditions.

                    In addition, UPC can terminate the Agreement at any
          time before September 12, 1997 under certain specified
          circumstances set forth in the Agreement based upon a due
          diligence investigation of Bancorp.

                    In addition to certain other termination rights of
          Bancorp and UPC set forth in the Agreement, Bancorp has the
          right to terminate the Agreement if the Average Closing Price
          of UPC Common Stock (i) is less than 80% of the Starting Price
          (as defined in the Agreement) and (ii) reflects a decline, on
          the Determination Date (as defined in the Agreement), of more
          than 15% below a weighted index of the stock prices of a group
          of bank holding companies designated in the Agreement.  In the
          event that Bancorp gives notice of its intention to terminate
          the Agreement based on such provision, UPC has the right,
          within five (5) days of UPC'S receipt of such notice, to elect
          to adjust the Exchange Ratio in accordance with the terms of
          the Agreement, and thereby eliminate Bancorp's right to
          terminate the Agreement under such provision.

                    In connection with executing the Agreement, UPC and
          Bancorp entered into a stock option agreement (the "Stock
          Option Agreement") pursuant to which Bancorp granted to UPC an
          option to purchase, subject to certain limitations, up to
          1,510,500 shares of Bancorp Common Stock (representing 19.9% of
          the issued and outstanding shares of Bancorp Common Stock
          without giving effect to the exercise of the option), at a
          purchase price of $40.50 per share, upon certain terms and in
          accordance with certain conditions.  Under the terms of the
          Stock Option Agreement, the Total Profit (as defined in the
          Stock Option Agreement) and the Notional Total Profit (as
          defined in the Stock Option Agreement) that a holder may
          realize, including UPC, under the Stock Option Agreement may
          not exceed $18.0 million.

                    In addition, each of the directors of Bancorp has
          entered into an agreement with UPC wherein such directors have
          agreed, as individual shareholders, to vote his or her shares
          of Bancorp Common Stock in favor of the Merger.

                    For additional information regarding the Agreement
          and the Stock Option Agreement, please refer to the copies of
          those documents which are incorporated herein by reference and
          included as Exhibits to this Current Report on Form 8-K.  The
          foregoing discussion is qualified in its entirety by reference
          to such documents.

          ITEM 7.   FINANCIAL STATEMENT AND EXHIBITS.

                    (c)  The following Exhibits are filed with this
          Current Report on Form 8-K:

          Exhibit
          Number                   Description
          -------                  -----------
            2.1     Agreement and Plan of Merger, dated as of August 12,
                    1997, by and between Union Planters Corporation and
                    Capital Bancorp.

            2.2     Stock Option Agreement, dated as of August 12, 1997,
                    by and between Capital Bancorp and Union Planters
                    Corporation

            99      Press Release of Capital Bancorp, dated August 13,
                    1997.

                                     SIGNATURE

                    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 hereunder
          duly authorized.

          Dated:  August 22, 1997

                                   CAPITAL BANCORP

                                   By:/s/ Lucious T. Harris
                                      _____________________________
                                      Lucious T. Harris, Senior
                                      Vice President and Treasurer