As filed with the Securities and Exchange Commission on May 24,2005
                              Registration No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CAPITAL BANK CORPORATION
             (Exact name of registrant as specified in its charter)

         North Carolina                                        56-2101930
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

      4901 Glenwood Avenue
     Raleigh, North Carolina                                     27612
 (Address of Principal Executive                               (Zip Code)
            Offices)

              Deferred Compensation Plan for Advisory Board Members
                            (Full title of the plan)

                                 B. Grant Yarber
                      President and Chief Executive Officer
                            Capital Bank Corporation
                              4901 Glenwood Avenue
                          Raleigh, North Carolina 27615
                     (Name and address of agent for service)

                                 (919) 645-6400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             John L. Jernigan, Esq.
          Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
                          2500 Wachovia Capital Center
                          Raleigh, North Carolina 27601
                                 (919) 821-1220

<TABLE>
<CAPTION>
                                                 CALCULATION OF REGISTRATION FEE
================================================================================================================================

    Title of securities to be registered        Amount to be       Proposed maximum      Proposed maximum         Amount of
                                                 registered       offering price per    aggregate offering    Registration fee
                                                                        share                  price
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                  <C>                   <C>                    <C>
Common Stock, no par value per share (1)           16,827               $15.77(2)             $265,278(2)            $31.22
================================================================================================================================
</TABLE>

(1)   Represents 1,827 shares of Capital Bank Corporation common stock
      previously issued and 15,000 to be issued in the future pursuant to the
      Capital Bank Corporation Deferred Compensation Plan for Advisory Board
      Members.

(2)   Pursuant to Rule 457(c) and (h), estimated solely for the purposes of
      calculating the registration fee based upon the average of the high and
      low prices of common stock of Capital Bank Corporation as reported on the
      Nasdaq National Market System on May 19, 2005, which was $15.77 per share.
<PAGE>

                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

      In accordance with Form S-8 General Instruction C and Rule 429 of the
Securities Exchange Act of 1933, as amended, or the Securities Act, this
Registration Statement registers the reoffer and resale of 1,827 shares of
common stock of Capital Bank Corporation by members of our company's advisory
board or their respective legatees, personal representatives or distributes from
time to time, which were previously issued to the selling shareholders pursuant
to our Deferred Compensation Plan for Advisory Board Members. As a result, this
Registration Statement contains two parts.

      The first part of this Registration Statement contains a reoffer
prospectus prepared in accordance with the requirements of Part I of Form S-3
(in accordance with General Instruction C to Form S-8). The reoffer prospectus
may be used for reoffers or resales of the shares previously issued to the
selling shareholders pursuant to our Deferred Compensation Plan for Advisory
Board Members on a continuous or delayed basis in the future by the selling
shareholders.

      The second part of this Registration Statement contains "Information
Required in the Registration Statement" pursuant to Part II of Form S-8.
Pursuant to the Note to Part I of Form S-8, the plan information specified by
Part I is not contained in this Registration Statement or filed with the
Securities and Exchange Commission, but documents containing such information
have been sent or given to advisory board members as specified by Rule
428(b)(1). Such document(s) are not being filed with the Securities and Exchange
Commission but constitute (along with the reoffer prospectus and the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.


                                       2
<PAGE>

Prospectus
----------

                            CAPITAL BANK CORPORATION
                   1,827 Shares of Common Stock, no par value

      This prospectus relates to 1,827 shares of common stock of Capital Bank
Corporation, which may be offered or sold from time to time by one or all of the
selling shareholders named herein. The shares were previously issued to advisory
board members of our company pursuant to our Deferred Compensation Plan for
Advisory Board Members. We will receive no part of the proceeds of such sales.
We have agreed to pay certain costs and expenses incurred in connection with the
registration of the shares of common stock offered hereby, except that the
selling shareholders will be responsible for any and all selling commissions,
transfer taxes and related charges in connection with the offer and sale of such
shares. The selling shareholders may sell all or a portion of the shares offered
hereby from time to time on the Nasdaq National Market System at prevailing
prices at the time of such sales, at prices related to such prevailing prices or
at negotiated prices. See "Plan of Distribution."

      Our common stock is traded on Nasdaq National Market System. On May 19,
2005, the closing sale price of our common stock was $15.70 per share.

      Our principal executive offices are located at 4901 Glenwood Avenue
Raleigh, North Carolina 27615, and its telephone number is (919) 645-6400.

      No person has been authorized to give any information or to make any
representations not contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.

      The date of this prospectus is May 24, 2005.

                               -------------------

   SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
             THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
                         THE SECURITIES OFFERED HEREBY.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


                                       3
<PAGE>

                                TABLE OF CONTENTS

OUR COMPANY................................................................... 4
RISK FACTORS.................................................................. 5
USE OF PROCEEDS............................................................... 8
SELLING SHAREHOLDERS.......................................................... 9
PLAN OF DISTRIBUTION.......................................................... 9
EXPERTS.......................................................................10
WHERE YOU CAN FIND ADDITIONAL INFORMATION ....................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..............................11

                                  OUR COMPANY

      Capital Bank Corporation is a financial holding company incorporated under
the laws of North Carolina on August 10, 1998. Our primary function is to serve
as the holding company for our wholly owned subsidiaries, Capital Bank and
Capital Bank Investment Services, Inc. Capital Bank, or the bank, was
incorporated under the laws of the State of North Carolina on May 30, 1997, and
commenced operations as a state-chartered banking corporation on June 20, 1997.
The bank is not a member of the Federal Reserve System and has no subsidiaries.
Capital Bank Investment Services, Inc., or CBIS, was incorporated under the laws
of the State of North Carolina on January 3, 2001 and commenced operations as a
full service investment company on March 1, 2001. In the third quarter of 2003,
CBIS ceased operations, but remains one of our subsidiaries.

      The bank is a community bank engaged in the general commercial banking
business in Wake, Chatham, Granville, Alamance, Lee, Buncombe, Guilford and
Catawba Counties of North Carolina. Wake County has a diversified economic base,
comprised primarily of services, retail trade, government and manufacturing and
includes the City of Raleigh, the state capital. Lee, Granville and Chatham
counties are significant centers for various industries, including agriculture,
manufacturing, lumber and tobacco. Alamance and Guilford counties have a
diversified economic base, comprised primarily of manufacturing, agriculture,
retail and wholesale trade, government, services and utilities. Catawba County,
which includes the town of Hickory, is a regional center for manufacturing and
wholesale trade. The economic base of the city of Asheville, in Buncombe County,
is comprised primarily of services, medical, tourism and manufacturing
industries.

      The bank offers a full range of banking services, including the following:
checking accounts; savings accounts; NOW accounts; money market accounts;
certificates of deposit; loans for real estate, construction, businesses,
agriculture, personal uses, home improvement and automobiles; equity lines of
credit; credit loans; consumer loans; credit cards; individual retirement
accounts; safe deposit boxes; bank money orders; internet banking; electronic
funds


                                       4
<PAGE>

transfer services including wire transfers; traveler's checks; various
investments; and free notary services to all bank customers. In addition, the
bank provides automated teller machine access to its customers for cash
withdrawals through nationwide ATM networks. At present, the bank does not
provide the services of a trust department.

      In the third quarter of 2004, the bank began to offer non-insured
investment products and services through Capital Bank Financial Services,
creating a partnership with Capital Investment Group, a leading Raleigh, North
Carolina based broker-dealer. The bank has hired four commission-based financial
advisors during 2004 to offer full-service brokerage to individual and corporate
customers. With the addition of a financial services division, the bank now has
the ability to compete with much larger institutions in North Carolina.

      In addition, we have an interest in two trusts, Capital Bank Statutory
Trust I and Capital Bank Statutory Trust II, or collectively the trusts. The
financial results of the trusts have not been consolidated with our financial
statements in accordance with the provisions of FIN 46R. The trusts were formed
for the sole purpose of issuing trust preferred securities. The proceeds from
such issuances were loaned to us in exchange for debentures, which are the sole
assets of the trusts. A portion of the proceeds from the issuance of the
debentures were used by us to repurchase shares of our common stock. Our
company's obligation under the debentures constitutes a full and unconditional
guarantee by us of the trust's obligations under the trust preferred securities.
The trusts have no operations other than those that are incidental to the
issuance of the trust preferred securities.

      As of December 31, 2004, we had assets of approximately $882.3 million,
gross loans outstanding of approximately $654.9 million and deposits of
approximately $655.0 million. Our corporate office is located at 4901 Glenwood
Avenue, Raleigh, North Carolina 27612, and our telephone number is (919)
645-6400. In addition to the corporate office, we have four branch offices in
Raleigh, two in Cary, one in Siler City, one in Oxford, one in Wake Forest,
three in Sanford, two in Burlington, one in Graham, one in Greensboro, three in
Asheville and one in Hickory, North Carolina. In April 2005, we opened our 21st
branch location in Pittsboro.

      You should read the entire prospectus carefully, including "Risk Factors"
and the other documents incorporated by reference into these materials, before
you decide to invest in our common stock. Generally, references to "our
company," "we," "us," and "our" mean Capital Bank Corporation and our
consolidated subsidiaries, and do not include or refer to the selling
shareholders.

                                  RISK FACTORS

      In addition to the other information provided in this prospectus, you
should consider the following material risk factors carefully before deciding to
invest in our securities. Additional risks and uncertainties not presently known
to us, that we currently deem immaterial or that are similar to those faced by
other companies in our industry or business in general, such as competitive
conditions, may also impact our business operations. If any of the events
described below occur, our business, financial condition, or results of
operations could be materially adversely affected. In that event, the trading
price of our common stock may decline, in which case the value of your
investment may decline as well.


                                       5
<PAGE>

Our Results Are Impacted by the Economic Conditions of Our Principal Operating
Regions

      Our operations are concentrated throughout Central and Western North
Carolina. As a result of this geographic concentration, our results may
correlate to the economic conditions in these areas. Deterioration in economic
conditions in any of these market areas, particularly in the industries on which
these geographic areas depend, may adversely affect the quality of our loan
portfolio and the demand for our products and services, and accordingly, our
results of operations.

We Are Exposed to Risks in Connection with the Loans We Make

      A significant source of risk for us arises from the possibility that
losses will be sustained because borrowers, guarantors and related parties may
fail to perform in accordance with the terms of their loans. We have
underwriting and credit monitoring procedures and credit policies, including the
establishment and review of the allowance for loan losses, that we believe are
appropriate to minimize this risk by assessing the likelihood of nonperformance,
tracking loan performance and diversifying our loan portfolio. Such policies and
procedures, however, may not prevent unexpected losses that could adversely
affect our results of operations.

We Compete With Larger Companies for Business

      The banking and financial services business in our market areas continues
to be a competitive field and is becoming more competitive as a result of:

      o     changes in regulations;

      o     changes in technology and product delivery systems; and

      o     the accelerating pace of consolidation among financial services
            providers.

      We may not be able to compete effectively in our markets, and our results
of operations could be adversely affected by the nature or pace of change in
competition. We compete for loans, deposits and customers with various bank and
nonbank financial services providers, many of which have substantially greater
resources including higher total assets and capitalization, greater access to
capital markets and a broader offering of financial services.

Our Trading Volume Has Been Low Compared With Larger Banks

      The trading volume in our common stock on the Nasdaq National Market
System, or Nasdaq, has been comparable to other similarly-sized banks.
Nevertheless, this trading is relatively low when compared with more seasoned
companies listed on Nasdaq or other consolidated reporting systems or stock
exchanges. Thus, the market in our common stock may be limited in scope relative
to other companies.

We Depend Heavily on Our Key Management Personnel

      Our company's success depends in part on our ability to retain key
executives and to attract and retain additional qualified management personnel
who have experience both in sophisticated banking matters and in operating a
small to mid-size bank. Competition for such


                                       6
<PAGE>

personnel is strong in the banking industry and we may not be successful in
attracting or retaining the personnel we require. We expect to effectively
compete in this area by offering financial packages that include incentive-based
compensation and the opportunity to join in the rewarding work of building a
growing bank.

Technological Advances Impact Our Business

      The banking industry is undergoing technological changes with frequent
introductions of new technology-driven products and services. In addition to
improving customer services, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, on our ability to address the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our operations. Many of our competitors have substantially greater resources
than we do to invest in technological improvements. We may not be able to
effectively implement new technology-driven products and services or
successfully market such products and services to our customers.

Government Regulations May Prevent or Impair Our Ability to Pay Dividends,
Engage in Acquisitions or Operate in Other Ways

      Current and future legislation and the policies established by federal and
state regulatory authorities will affect our operations. We are subject to
supervision and periodic examination by the Federal Deposit Insurance
Corporation and the North Carolina State Banking Commission. Banking
regulations, designed primarily for the protection of depositors, may limit our
growth and the return to you, our investors, by restricting certain of our
activities, such as:

      o     the payment of dividends to our shareholders;

      o     possible mergers with or acquisitions of or by other institutions;

      o     our desired investments;

      o     loans and interest rates on loans;

      o     interest rates paid on our deposits;

      o     the possible expansion of our branch offices; and/or

      o     our ability to provide securities or trust services.

      We also are subject to capitalization guidelines set forth in federal
legislation, and could be subject to enforcement actions to the extent that we
are found by regulatory examiners to be undercapitalized. We cannot predict what
changes, if any, will be made to existing federal and state legislation and
regulations or the effect that such changes may have on our future business and
earnings prospects. The cost of compliance with regulatory requirements
including those imposed by the Securities and Exchange Commission may adversely
affect our ability to operate profitably.

There Are Potential Risks Associated With Future Acquisitions and Expansions

      We intend to continue to explore expanding our branch system through
selective acquisitions of existing banks or bank branches in the Research
Triangle area and other North Carolina markets. We cannot say with any certainty
that we will be able to consummate, or if


                                       7
<PAGE>

consummated, successfully integrate, future acquisitions, or that we will not
incur disruptions or unexpected expenses in integrating such acquisitions. In
the ordinary course of business, we evaluate potential acquisitions that would
bolster our ability to cater to the small business, individual and residential
lending markets in North Carolina. In attempting to make such acquisitions, we
anticipate competing with other financial institutions, many of which have
greater financial and operational resources. In addition, since the
consideration for an acquired bank or branch may involve cash, notes or the
issuance of shares of common stock, existing shareholders could experience
dilution in the value of their shares of our common stock in connection with
such acquisitions. Any given acquisition, if and when consummated, may adversely
affect our results of operations or overall financial condition.

      In addition, we may expand our branch network through de novo branches in
existing or new markets. These de novo branches will have expenses in excess of
revenues for varying periods after opening, which could decrease our reported
earnings.

Compliance with Changing Regulation of Corporate Governance and Public
Disclosure May Result in Additional Risks and Expenses

      Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002 and new federal
securities regulations, are creating uncertainty for companies such as ours.
These laws, regulations and standards are subject to varying interpretations in
many cases, and as a result, their application in practice may evolve over time
as new guidance is provided by regulatory and governing bodies, which could
result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. We are
committed to maintaining high standards of corporate governance and public
disclosure. As a result, our efforts to comply with evolving laws, regulations
and standards have resulted in, and are likely to continue to result in,
increased expenses and a diversion of management time and attention. In
particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of
2002 and the related regulations regarding management's required assessment of
our internal control over financial reporting and our external auditors' audit
of that assessment has required the commitment of significant financial and
managerial resources. We expect these efforts to require the continued
commitment of significant resources. Further, the members of our board of
directors, members of the audit or compensation committees, our chief executive
officer, our chief financial officer and certain other of our executive officers
could face an increased risk of personal liability in connection with the
performance of their duties. As a result, our ability to attract and retain
executive officers and qualified board and committee members could be more
difficult. In addition, it may become more difficult and more expensive to
obtain director and officer liability insurance.

                                 USE OF PROCEEDS

      All common stock sold pursuant to this prospectus will be sold by the
selling shareholders for their own accounts, and we will not receive any
proceeds from such sales.


                                       8
<PAGE>

                                    DILUTION

      Because any selling shareholders who offer and sell their shares of common
stock covered by this prospectus may do so at various times, at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions, we have not included in this prospectus information
about the dilution (if any) to the public arising from these sales.

                              SELLING SHAREHOLDERS

      The shares of common stock covered by this prospectus are being registered
for reoffer and resale from time to time by selling shareholders of our company
who have acquired such shares pursuant to our Deferred Compensation Plan for
Advisory Board Members, or the plan. None of the selling shareholders have been
affiliates of our company in the past three years. The selling shareholders may
use this prospectus to resell all, a portion, or none of the shares that they
have acquired or may acquire pursuant to the plan.

      The following table shows the names of the selling shareholders, the
number of shares of common stock known by us to be beneficially owned by them as
of date of this prospectus, the maximum number of shares covered by this
prospectus, the number of shares of common stock to be owned by each selling
shareholder if such selling shareholder were to sell all of his shares of common
stock covered by this prospectus and the percentage of common stock to be owned
by such selling shareholder after completion of the offering.

<TABLE>
<CAPTION>
                              Number of Shares       Maximum Number of       Number of Shares          Percentage
     Name of Selling         Beneficially Owned     Shares Eligible to      Beneficially Owned     Beneficially Owned
       Shareholder           Prior to Offering          be Offered          After the Offering     After the Offering
-----------------------------------------------------------------------------------------------------------------------
<S>                                 <C>                     <C>                    <C>                     <C>
J. Elton Cameron                    706                     506                    200                      *
Harvey Forbes                       360                     360                     0                      0%
William W. Staton                   436                     436                     0                      0%
William P. Summey                   592                     389                    203                      *
</TABLE>
---------------
* Less than 1%

      Certain additional unnamed selling shareholders of our company may use
this prospectus for reoffers and resales. Such unnamed selling shareholders are
not required to be named herein pursuant to Instruction C(3)(b) of Form S-8
because each such selling shareholder owns less than 1% of the shares issuable
under the plan. Such unnamed selling shareholders own an aggregate of 136 shares
covered by this prospectus.

      The selling shareholders may donate some or all of their shares of common
stock or may transfer shares of common stock to trusts, partnerships or other
entities they own or control.

                              PLAN OF DISTRIBUTION

      The selling shareholders have not advised us of any specific plans for the
distribution of the shares of common stock covered by this prospectus. We
anticipate that the selling shareholders will offer the shares of common stock
covered by this prospectus for sale from time


                                       9
<PAGE>

to time on Nasdaq at the then-prevailing market prices. The selling shareholders
may also make private sales directly or through a broker or brokers, who may act
as agent or principal or as both agent and principal. If common stock is sold
through brokers, the selling shareholders may pay customary brokerage charges
and commissions. In connection with any sales, the selling shareholders and any
brokers participating in the sales may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, or the Securities Act;
therefore, commissions received by the brokers may be deemed to be underwriting
commissions under the Securities Act. Any dealer or broker participating in any
distribution of the shares may be required to deliver a copy of this prospectus
to any person who purchases any of the shares offered hereby from or through
such broker or dealer.

      Any shares of common stock covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under that rule
rather than pursuant to this prospectus. There can be no assurances that any of
the selling shareholders will sell any or all of the shares of common stock
offered under this prospectus.

      The shares of common stock to which this prospectus relates are listed on
Nasdaq. Registrar and Transfer Company is the transfer agent for our common
stock.

                                     EXPERTS

      Our consolidated financial statements as of December 31, 2004 and for each
of the fiscal years in the three year period ended December 31, 2004 are
incorporated herein by reference from our Annual Report on Form 10-K for the
year ended December 31, 2004, as amended, in reliance upon the report of
PricewaterhouseCoopers LLP, independent registered public accounting firm, also
incorporated by reference herein, and given on the authority of said firm as
experts in accounting and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). Our SEC filings
are available to the public over the Internet at the SEC's website at
www.sec.gov. You may also read and copy any document we file with the SEC at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. We maintain a website at
www.capitalbank-nc.com. The information contained on our website is not
incorporated by reference in this prospectus and you should not consider it a
part of this prospectus.


                                       10
<PAGE>

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus. This prospectus incorporates important business
and financial information about us that is not included in or delivered with
this prospectus. This prospectus incorporates by reference the documents set
forth below that have previously been filed with the Securities and Exchange
Commission:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2004, filed with the SEC on March 15, 2005;

      (b)   Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 19, 2005;

      (c)   Amendment No. 2 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 28, 2005;

      (d)   Current Report on Form 8-K, filed with the SEC on April 12, 2005;

      (e)   Current Report on Form 8-K, filed with the SEC on April 26, 2005;

      (f)   Current Report on Form 8-K, filed with the SEC on April 28, 2005;

      (g)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the SEC on May 9, 2005; and

      (h)   Description of Capital Bank Corporation common stock contained in
            Registration Statement on Form S-4, filed with the SEC on November
            13, 2001 (File No. 333-73268).

      We are also incorporating by reference additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until all of the shares of common stock that we have registered are sold. We are
not, however, incorporating by reference any documents or portions thereof,
whether specifically listed above or filed in the future, that are not deemed
"filed" with the SEC, including without limitation any information furnished
pursuant to Items 2.02 or 7.01 (formerly Items 9 or 12) of Form 8-K.

      We have filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. As permitted by the rules and regulations of the SEC, this
prospectus, which is a part of the registration statement, omits various
information, exhibits, schedules and undertakings included in the registration
statement. For further information pertaining to us and the common stock offered
under this prospectus, reference is made to the registration statement and the
attached exhibits and schedules. Statements contained in this prospectus as to
the contents or provisions of any contract or other document referred to in this
prospectus are summary in nature, and in each instance reference is


                                       11
<PAGE>

made to the copy of the contract or other document filed as an exhibit to the
registration statement, and each statement is qualified in all respects by this
reference.

      You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and telephone number:

                            Capital Bank Corporation
                              4901 Glenwood Avenue
                          Raleigh, North Carolina 27615
                                 Attn: Secretary
                                 (919) 645-6400

      Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this prospectus.

      You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of that
document, regardless of the time of delivery of this prospectus or of any sale
of shares of common stock.


                                       12
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents have been filed by the Company with the SEC and
are incorporated herein by reference:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2004, filed with the SEC on March 15, 2005;

      (b)   Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 19, 2005;

      (c)   Amendment No. 2 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 28, 2005;

      (d)   Current Report on Form 8-K, filed with the SEC on April 12, 2005;

      (e)   Current Report on Form 8-K, filed with the SEC on April 26, 2005;

      (f)   Current Report on Form 8-K, filed with the SEC on April 28, 2005;

      (g)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the SEC on May 9, 2005; and

      (h)   Description of Capital Bank Corporation common stock contained in
            Registration Statement on Form S-4, filed with the SEC on November
            13, 2001 (File No. 333-73268).

      All reports and other documents filed by the Company subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered under the plan have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

      Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Registration Statement except as so modified, and any
statement so superseded shall not be deemed to constitute part of this
Registration Statement.


                                       13
<PAGE>

Item 4. Description of Securities

      Shares of the Company's common stock are registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

      The validity of the securities being registered by this Registration
Statement will be passed upon for the Company by Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. O. A. Keller,
III, the Chairman of the Board of the Company, is the father-in-law of an
attorney at Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. that
serves as principal outside counsel to the Company. In 2004, the Company paid
legal fees to Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. for
services rendered in 2004 in the aggregate amount of approximately $295,000. In
addition, as of the date of this Registration Statement, certain current
individual attorneys with Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. beneficially own an aggregate of 5,100 shares of Capital Bank Corporation
Common Stock.

Item 6. Indemnification of Directors and Officers

      North Carolina law permits a corporation to indemnify its directors,
officers, employees or agents under either or both a statutory or nonstatutory
scheme of indemnification. Under the statutory scheme, a corporation may, with
certain exceptions, indemnify a director, officer, employee or agent of the
corporation who was, is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative, because of the fact that such person was a
director, officer, agent or employee of the corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include the obligation to
pay any judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) and reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(1) conducted himself in good faith, (2) reasonably believed (a) that any action
taken in his official capacity with the corporation was in the best interest of
the corporation or (b) that in all other cases his conduct at least was not
opposed to the corporation's best interest, and (3) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Whether
a director has met the requisite standard of conduct for the type of
indemnification set forth above is determined by the board of directors, a
committee of directors, special legal counsel or the shareholders in accordance
with the statute. A corporation may not indemnify a director under the statutory
scheme in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation or in connection with
a proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.

      In addition to, and separate and apart from the indemnification described
above under the statutory scheme, North Carolina law permits a corporation to
indemnify or agree to indemnify any of its directors, officers, employees or
agents against liability and expenses (including attorney's fees) in any
proceeding (including proceedings brought by or on behalf of the


                                       14
<PAGE>

corporation) arising out of their status as such or their activities in such
capacities, except for any liabilities or expenses incurred on account of
activities that were, at the time taken, known or believed by the person to be
clearly in conflict with the best interests of the corporation. The Bylaws of
the Company provide for indemnification to the fullest extent permitted under
North Carolina law for persons who serve as directors or officers of the
Company, or at the request of the Company serve as an officer, director, agent,
partner, trustee, administrator or employee for any other foreign or domestic
entity, except to the extent such activities were at the time taken known or
believed by the potential indemnities to be clearly in conflict with the best
interests of the Company. Accordingly, the Company may indemnify its directors,
officers or employees in accordance with either the statutory or non-statutory
standards.

      In addition, North Carolina law requires a corporation, unless its
articles of incorporation provide otherwise, to indemnify a director or officer
who has been wholly successful, on the merits or otherwise, in the defense of
any proceeding to which such director or officer was a party. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification.

      Finally, North Carolina law provides that a corporation may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent of the corporation against certain liabilities incurred by
such persons, whether or not the corporation is otherwise authorized by North
Carolina law to indemnify such party. The Company has purchased a standard
directors' and officers' liability policy which will, subject to certain
limitations, indemnify the Company and its officers and directors for damages
they become legally obligated to pay as a result of any negligent act, error, or
omission committed by directors or officers while acting in their capacity as
such.

      As permitted by North Carolina law, Article 5 of the Company's Articles of
Incorporation limit the personal liability of directors for monetary damages for
breaches of duty as a director arising out of any legal action whether by or in
the right of the Company or otherwise, provided that such limitation will not
apply to (1) acts or omissions that the director at the time of such breach knew
or believed were clearly in conflict with the best interests of the Company, (2)
any liability for unlawful distributors under North Carolina law, or (3) any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed

      The common stock to be resold by the selling shareholders was issued to
such selling shareholders pursuant to the exemption from registration under the
Securities Act provided in section 4(2) thereof, as transactions that did not
involve any public offering, or were deemed not to require registration under
the Securities Act, since such issuances did not involve the sale of such
securities. All selling shareholders are deemed to be sophisticated with regard
to an investment in the common stock of the registrant. No underwriters were
used.


                                       15
<PAGE>

Item 8. Exhibits

      The following exhibits are filed or incorporated by reference as a part of
this Registration Statement:

Exhibit No.    Description
-----------    -----------

4(1)           Specimen Common Stock Certificate

5              Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P.

23.1           Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P. (contained in the opinion submitted as Exhibit 5 hereto)

23.2           Consent of PricewaterhouseCoopers LLP

24             Power of Attorney (included as part of the signature page)

---------------------------

(1)   Exhibit to the Company's Registration Statement on Form S-4 (No.
      333-65853), filed with the Securities and Exchange Commission on October
      19, 1998 and incorporated by reference herein.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;


                                       16
<PAGE>

            (iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this registration
                  statement or any material change to such information in this
                  registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.


                                       17
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on May 24, 2005.

                                 CAPITAL BANK CORPORATION


                                 By:  /s/ B. Grant Yarber
                                    -----------------------------------------
                                      B. Grant Yarber
                                      President and Chief Executive Officer


                                       18
<PAGE>

                        SIGNATURES AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. Grant Yarber and Richard W. Edwards, and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on May 24, 2005 in the
capacities indicated.

         Signature                                              Title
         ---------                                              -----

/s/ B. Grant Yarber                      President, Chief Executive Officer and
-----------------------------------      Director
B. Grant Yarber                          (Principal Executive Officer)


/s/ Richard W. Edwards                   Chief Financial Officer
-----------------------------------      (Principal Financial Officer)
Richard W. Edwards


/s/ Steven E. Crouse                     Chief Accounting Officer
-----------------------------------      (Principal Accounting Officer)
Steven E. Crouse


/s/ Charles F. Atkins                    Director
-----------------------------------
Charles F. Atkins


/s/ William C. Burkhardt                 Director
-----------------------------------
William C. Burkhardt


/s/ Leopold I. Cohen                     Director
-----------------------------------
Leopold I. Cohen


/s/ William R. Gilliam                   Director
-----------------------------------
William R. Gilliam


                                       19
<PAGE>

/s/ John F. Grimes, III                  Director
-----------------------------------
John F. Grimes, III


/s/ Robert L. Jones                      Director
-----------------------------------
Robert L. Jones


/s/ Oscar A. Keller, III                 Director
-----------------------------------
Oscar A. Keller, III


/s/ Oscar A. Keller, Jr.                 Director
-----------------------------------
Oscar A. Keller, Jr.


/s/ James D. Moser, Jr.                  Director
-----------------------------------
James D. Moser, Jr.


/s/ George R. Perkins, III               Director
-----------------------------------
George R. Perkins, III


/s/ Don W. Perry                         Director
-----------------------------------
Don W. Perry


/s/ Carl H. Ricker, Jr.                  Director
-----------------------------------
Carl H. Ricker, Jr.


/s/ J. Rex Thomas                        Director
-----------------------------------
J. Rex Thomas


/s/ Samuel J. Wornom, III                Director
-----------------------------------
Samuel J. Wornom, III


                                       20
<PAGE>

                                  EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

4(1)            Specimen Common Stock Certificate

5               Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                Jernigan, L.L.P.

23.1            Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                Jernigan, L.L.P. (contained in the opinion submitted as Exhibit
                5 hereto)

23.2            Consent of PricewaterhouseCoopers LLP

24              Power of Attorney (included as part of the signature page)

---------------------------

(1)   Exhibit to the Company's Registration Statement on Form S-4 (No.
      333-65853), filed with the Securities and Exchange Commission on October
      19, 1998 and incorporated by reference herein.


                                       21
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{"company-data": {"conformed-name": "CAPITAL BANK CORP", "cik": "0001071992", "assigned-sic": "6022", "irs-number": "562101930", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-125195", "film-number": "05854710"}, "business-address": {"street1": "4901 GLENWOOD AVENUE", "city": "RALEIGH", "state": "NC", "zip": "27612", "phone": "9196456312"}, "mail-address": {"street1": "PO BOX 18949", "city": "RALEIGH", "state": "NC", "zip": "27619-8949"}}
As filed with the Securities and Exchange Commission on May 24,2005
                              Registration No. 333-

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                            CAPITAL BANK CORPORATION
             (Exact name of registrant as specified in its charter)

         North Carolina                                        56-2101930
 (State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)

      4901 Glenwood Avenue
     Raleigh, North Carolina                                     27612
 (Address of Principal Executive                               (Zip Code)
            Offices)

              Deferred Compensation Plan for Advisory Board Members
                            (Full title of the plan)

                                 B. Grant Yarber
                      President and Chief Executive Officer
                            Capital Bank Corporation
                              4901 Glenwood Avenue
                          Raleigh, North Carolina 27615
                     (Name and address of agent for service)

                                 (919) 645-6400
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             John L. Jernigan, Esq.
          Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
                          2500 Wachovia Capital Center
                          Raleigh, North Carolina 27601
                                 (919) 821-1220
CALCULATION OF REGISTRATION FEE
================================================================================================================================

    Title of securities to be registered        Amount to be       Proposed maximum      Proposed maximum         Amount of
                                                 registered       offering price per    aggregate offering    Registration fee
                                                                        share                  price
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value per share (1)           16,827               $15.77(2)             $265,278(2)            $31.22
================================================================================================================================
(1)   Represents 1,827 shares of Capital Bank Corporation common stock
      previously issued and 15,000 to be issued in the future pursuant to the
      Capital Bank Corporation Deferred Compensation Plan for Advisory Board
      Members.

(2)   Pursuant to Rule 457(c) and (h), estimated solely for the purposes of
      calculating the registration fee based upon the average of the high and
      low prices of common stock of Capital Bank Corporation as reported on the
      Nasdaq National Market System on May 19, 2005, which was $15.77 per share.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

                                EXPLANATORY NOTE
                                ----------------

      In accordance with Form S-8 General Instruction C and Rule 429 of the
Securities Exchange Act of 1933, as amended, or the Securities Act, this
Registration Statement registers the reoffer and resale of 1,827 shares of
common stock of Capital Bank Corporation by members of our company's advisory
board or their respective legatees, personal representatives or distributes from
time to time, which were previously issued to the selling shareholders pursuant
to our Deferred Compensation Plan for Advisory Board Members. As a result, this
Registration Statement contains two parts.

      The first part of this Registration Statement contains a reoffer
prospectus prepared in accordance with the requirements of Part I of Form S-3
(in accordance with General Instruction C to Form S-8). The reoffer prospectus
may be used for reoffers or resales of the shares previously issued to the
selling shareholders pursuant to our Deferred Compensation Plan for Advisory
Board Members on a continuous or delayed basis in the future by the selling
shareholders.

      The second part of this Registration Statement contains "Information
Required in the Registration Statement" pursuant to Part II of Form S-8.
Pursuant to the Note to Part I of Form S-8, the plan information specified by
Part I is not contained in this Registration Statement or filed with the
Securities and Exchange Commission, but documents containing such information
have been sent or given to advisory board members as specified by Rule
428(b)(1). Such document(s) are not being filed with the Securities and Exchange
Commission but constitute (along with the reoffer prospectus and the documents
incorporated by reference into the Registration Statement pursuant to Item 3 of
Part II hereof) a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

                                       2
Prospectus
----------

                            CAPITAL BANK CORPORATION
                   1,827 Shares of Common Stock, no par value

      This prospectus relates to 1,827 shares of common stock of Capital Bank
Corporation, which may be offered or sold from time to time by one or all of the
selling shareholders named herein. The shares were previously issued to advisory
board members of our company pursuant to our Deferred Compensation Plan for
Advisory Board Members. We will receive no part of the proceeds of such sales.
We have agreed to pay certain costs and expenses incurred in connection with the
registration of the shares of common stock offered hereby, except that the
selling shareholders will be responsible for any and all selling commissions,
transfer taxes and related charges in connection with the offer and sale of such
shares. The selling shareholders may sell all or a portion of the shares offered
hereby from time to time on the Nasdaq National Market System at prevailing
prices at the time of such sales, at prices related to such prevailing prices or
at negotiated prices. See "Plan of Distribution."

      Our common stock is traded on Nasdaq National Market System. On May 19,
2005, the closing sale price of our common stock was $15.70 per share.

      Our principal executive offices are located at 4901 Glenwood Avenue
Raleigh, North Carolina 27615, and its telephone number is (919) 645-6400.

      No person has been authorized to give any information or to make any
representations not contained in this prospectus, and, if given or made, such
information or representations must not be relied upon as having been
authorized. This prospectus does not constitute an offer to sell or the
solicitation of an offer to buy any securities other than the securities to
which it relates or an offer to sell or the solicitation of an offer to buy such
securities in any circumstances in which such offer or solicitation is unlawful.
Neither the delivery of this prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that there has been no change in our
affairs since the date hereof or that the information contained herein is
correct as of any time subsequent to its date.

      The date of this prospectus is May 24, 2005.

                               -------------------

   SEE "RISK FACTORS" BEGINNING ON PAGE 5 FOR A DISCUSSION OF CERTAIN FACTORS
             THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF
                         THE SECURITIES OFFERED HEREBY.

          THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
           SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
            PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
            ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                       3
TABLE OF CONTENTS

OUR COMPANY................................................................... 4
RISK FACTORS.................................................................. 5
USE OF PROCEEDS............................................................... 8
SELLING SHAREHOLDERS.......................................................... 9
PLAN OF DISTRIBUTION.......................................................... 9
EXPERTS.......................................................................10
WHERE YOU CAN FIND ADDITIONAL INFORMATION ....................................10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ..............................11

                                  OUR COMPANY

      Capital Bank Corporation is a financial holding company incorporated under
the laws of North Carolina on August 10, 1998. Our primary function is to serve
as the holding company for our wholly owned subsidiaries, Capital Bank and
Capital Bank Investment Services, Inc. Capital Bank, or the bank, was
incorporated under the laws of the State of North Carolina on May 30, 1997, and
commenced operations as a state-chartered banking corporation on June 20, 1997.
The bank is not a member of the Federal Reserve System and has no subsidiaries.
Capital Bank Investment Services, Inc., or CBIS, was incorporated under the laws
of the State of North Carolina on January 3, 2001 and commenced operations as a
full service investment company on March 1, 2001. In the third quarter of 2003,
CBIS ceased operations, but remains one of our subsidiaries.

      The bank is a community bank engaged in the general commercial banking
business in Wake, Chatham, Granville, Alamance, Lee, Buncombe, Guilford and
Catawba Counties of North Carolina. Wake County has a diversified economic base,
comprised primarily of services, retail trade, government and manufacturing and
includes the City of Raleigh, the state capital. Lee, Granville and Chatham
counties are significant centers for various industries, including agriculture,
manufacturing, lumber and tobacco. Alamance and Guilford counties have a
diversified economic base, comprised primarily of manufacturing, agriculture,
retail and wholesale trade, government, services and utilities. Catawba County,
which includes the town of Hickory, is a regional center for manufacturing and
wholesale trade. The economic base of the city of Asheville, in Buncombe County,
is comprised primarily of services, medical, tourism and manufacturing
industries.

      The bank offers a full range of banking services, including the following:
checking accounts; savings accounts; NOW accounts; money market accounts;
certificates of deposit; loans for real estate, construction, businesses,
agriculture, personal uses, home improvement and automobiles; equity lines of
credit; credit loans; consumer loans; credit cards; individual retirement
accounts; safe deposit boxes; bank money orders; internet banking; electronic
funds

                                       4
transfer services including wire transfers; traveler's checks; various
investments; and free notary services to all bank customers. In addition, the
bank provides automated teller machine access to its customers for cash
withdrawals through nationwide ATM networks. At present, the bank does not
provide the services of a trust department.

      In the third quarter of 2004, the bank began to offer non-insured
investment products and services through Capital Bank Financial Services,
creating a partnership with Capital Investment Group, a leading Raleigh, North
Carolina based broker-dealer. The bank has hired four commission-based financial
advisors during 2004 to offer full-service brokerage to individual and corporate
customers. With the addition of a financial services division, the bank now has
the ability to compete with much larger institutions in North Carolina.

      In addition, we have an interest in two trusts, Capital Bank Statutory
Trust I and Capital Bank Statutory Trust II, or collectively the trusts. The
financial results of the trusts have not been consolidated with our financial
statements in accordance with the provisions of FIN 46R. The trusts were formed
for the sole purpose of issuing trust preferred securities. The proceeds from
such issuances were loaned to us in exchange for debentures, which are the sole
assets of the trusts. A portion of the proceeds from the issuance of the
debentures were used by us to repurchase shares of our common stock. Our
company's obligation under the debentures constitutes a full and unconditional
guarantee by us of the trust's obligations under the trust preferred securities.
The trusts have no operations other than those that are incidental to the
issuance of the trust preferred securities.

      As of December 31, 2004, we had assets of approximately $882.3 million,
gross loans outstanding of approximately $654.9 million and deposits of
approximately $655.0 million. Our corporate office is located at 4901 Glenwood
Avenue, Raleigh, North Carolina 27612, and our telephone number is (919)
645-6400. In addition to the corporate office, we have four branch offices in
Raleigh, two in Cary, one in Siler City, one in Oxford, one in Wake Forest,
three in Sanford, two in Burlington, one in Graham, one in Greensboro, three in
Asheville and one in Hickory, North Carolina. In April 2005, we opened our 21st
branch location in Pittsboro.

      You should read the entire prospectus carefully, including "Risk Factors"
and the other documents incorporated by reference into these materials, before
you decide to invest in our common stock. Generally, references to "our
company," "we," "us," and "our" mean Capital Bank Corporation and our
consolidated subsidiaries, and do not include or refer to the selling
shareholders.

                                  RISK FACTORS

      In addition to the other information provided in this prospectus, you
should consider the following material risk factors carefully before deciding to
invest in our securities. Additional risks and uncertainties not presently known
to us, that we currently deem immaterial or that are similar to those faced by
other companies in our industry or business in general, such as competitive
conditions, may also impact our business operations. If any of the events
described below occur, our business, financial condition, or results of
operations could be materially adversely affected. In that event, the trading
price of our common stock may decline, in which case the value of your
investment may decline as well.

                                       5
Our Results Are Impacted by the Economic Conditions of Our Principal Operating
Regions

      Our operations are concentrated throughout Central and Western North
Carolina. As a result of this geographic concentration, our results may
correlate to the economic conditions in these areas. Deterioration in economic
conditions in any of these market areas, particularly in the industries on which
these geographic areas depend, may adversely affect the quality of our loan
portfolio and the demand for our products and services, and accordingly, our
results of operations.

We Are Exposed to Risks in Connection with the Loans We Make

      A significant source of risk for us arises from the possibility that
losses will be sustained because borrowers, guarantors and related parties may
fail to perform in accordance with the terms of their loans. We have
underwriting and credit monitoring procedures and credit policies, including the
establishment and review of the allowance for loan losses, that we believe are
appropriate to minimize this risk by assessing the likelihood of nonperformance,
tracking loan performance and diversifying our loan portfolio. Such policies and
procedures, however, may not prevent unexpected losses that could adversely
affect our results of operations.

We Compete With Larger Companies for Business

      The banking and financial services business in our market areas continues
to be a competitive field and is becoming more competitive as a result of:

      o     changes in regulations;

      o     changes in technology and product delivery systems; and

      o     the accelerating pace of consolidation among financial services
            providers.

      We may not be able to compete effectively in our markets, and our results
of operations could be adversely affected by the nature or pace of change in
competition. We compete for loans, deposits and customers with various bank and
nonbank financial services providers, many of which have substantially greater
resources including higher total assets and capitalization, greater access to
capital markets and a broader offering of financial services.

Our Trading Volume Has Been Low Compared With Larger Banks

      The trading volume in our common stock on the Nasdaq National Market
System, or Nasdaq, has been comparable to other similarly-sized banks.
Nevertheless, this trading is relatively low when compared with more seasoned
companies listed on Nasdaq or other consolidated reporting systems or stock
exchanges. Thus, the market in our common stock may be limited in scope relative
to other companies.

We Depend Heavily on Our Key Management Personnel

      Our company's success depends in part on our ability to retain key
executives and to attract and retain additional qualified management personnel
who have experience both in sophisticated banking matters and in operating a
small to mid-size bank. Competition for such

                                       6
personnel is strong in the banking industry and we may not be successful in
attracting or retaining the personnel we require. We expect to effectively
compete in this area by offering financial packages that include incentive-based
compensation and the opportunity to join in the rewarding work of building a
growing bank.

Technological Advances Impact Our Business

      The banking industry is undergoing technological changes with frequent
introductions of new technology-driven products and services. In addition to
improving customer services, the effective use of technology increases
efficiency and enables financial institutions to reduce costs. Our future
success will depend, in part, on our ability to address the needs of our
customers by using technology to provide products and services that will satisfy
customer demands for convenience as well as to create additional efficiencies in
our operations. Many of our competitors have substantially greater resources
than we do to invest in technological improvements. We may not be able to
effectively implement new technology-driven products and services or
successfully market such products and services to our customers.

Government Regulations May Prevent or Impair Our Ability to Pay Dividends,
Engage in Acquisitions or Operate in Other Ways

      Current and future legislation and the policies established by federal and
state regulatory authorities will affect our operations. We are subject to
supervision and periodic examination by the Federal Deposit Insurance
Corporation and the North Carolina State Banking Commission. Banking
regulations, designed primarily for the protection of depositors, may limit our
growth and the return to you, our investors, by restricting certain of our
activities, such as:

      o     the payment of dividends to our shareholders;

      o     possible mergers with or acquisitions of or by other institutions;

      o     our desired investments;

      o     loans and interest rates on loans;

      o     interest rates paid on our deposits;

      o     the possible expansion of our branch offices; and/or

      o     our ability to provide securities or trust services.

      We also are subject to capitalization guidelines set forth in federal
legislation, and could be subject to enforcement actions to the extent that we
are found by regulatory examiners to be undercapitalized. We cannot predict what
changes, if any, will be made to existing federal and state legislation and
regulations or the effect that such changes may have on our future business and
earnings prospects. The cost of compliance with regulatory requirements
including those imposed by the Securities and Exchange Commission may adversely
affect our ability to operate profitably.

There Are Potential Risks Associated With Future Acquisitions and Expansions

      We intend to continue to explore expanding our branch system through
selective acquisitions of existing banks or bank branches in the Research
Triangle area and other North Carolina markets. We cannot say with any certainty
that we will be able to consummate, or if

                                       7
consummated, successfully integrate, future acquisitions, or that we will not
incur disruptions or unexpected expenses in integrating such acquisitions. In
the ordinary course of business, we evaluate potential acquisitions that would
bolster our ability to cater to the small business, individual and residential
lending markets in North Carolina. In attempting to make such acquisitions, we
anticipate competing with other financial institutions, many of which have
greater financial and operational resources. In addition, since the
consideration for an acquired bank or branch may involve cash, notes or the
issuance of shares of common stock, existing shareholders could experience
dilution in the value of their shares of our common stock in connection with
such acquisitions. Any given acquisition, if and when consummated, may adversely
affect our results of operations or overall financial condition.

      In addition, we may expand our branch network through de novo branches in
existing or new markets. These de novo branches will have expenses in excess of
revenues for varying periods after opening, which could decrease our reported
earnings.

Compliance with Changing Regulation of Corporate Governance and Public
Disclosure May Result in Additional Risks and Expenses

      Changing laws, regulations and standards relating to corporate governance
and public disclosure, including the Sarbanes-Oxley Act of 2002 and new federal
securities regulations, are creating uncertainty for companies such as ours.
These laws, regulations and standards are subject to varying interpretations in
many cases, and as a result, their application in practice may evolve over time
as new guidance is provided by regulatory and governing bodies, which could
result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing revisions to disclosure and governance practices. We are
committed to maintaining high standards of corporate governance and public
disclosure. As a result, our efforts to comply with evolving laws, regulations
and standards have resulted in, and are likely to continue to result in,
increased expenses and a diversion of management time and attention. In
particular, our efforts to comply with Section 404 of the Sarbanes-Oxley Act of
2002 and the related regulations regarding management's required assessment of
our internal control over financial reporting and our external auditors' audit
of that assessment has required the commitment of significant financial and
managerial resources. We expect these efforts to require the continued
commitment of significant resources. Further, the members of our board of
directors, members of the audit or compensation committees, our chief executive
officer, our chief financial officer and certain other of our executive officers
could face an increased risk of personal liability in connection with the
performance of their duties. As a result, our ability to attract and retain
executive officers and qualified board and committee members could be more
difficult. In addition, it may become more difficult and more expensive to
obtain director and officer liability insurance.

                                 USE OF PROCEEDS

      All common stock sold pursuant to this prospectus will be sold by the
selling shareholders for their own accounts, and we will not receive any
proceeds from such sales.

                                       8
DILUTION

      Because any selling shareholders who offer and sell their shares of common
stock covered by this prospectus may do so at various times, at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions, we have not included in this prospectus information
about the dilution (if any) to the public arising from these sales.

                              SELLING SHAREHOLDERS

      The shares of common stock covered by this prospectus are being registered
for reoffer and resale from time to time by selling shareholders of our company
who have acquired such shares pursuant to our Deferred Compensation Plan for
Advisory Board Members, or the plan. None of the selling shareholders have been
affiliates of our company in the past three years. The selling shareholders may
use this prospectus to resell all, a portion, or none of the shares that they
have acquired or may acquire pursuant to the plan.

      The following table shows the names of the selling shareholders, the
number of shares of common stock known by us to be beneficially owned by them as
of date of this prospectus, the maximum number of shares covered by this
prospectus, the number of shares of common stock to be owned by each selling
shareholder if such selling shareholder were to sell all of his shares of common
stock covered by this prospectus and the percentage of common stock to be owned
by such selling shareholder after completion of the offering.
Number of Shares       Maximum Number of       Number of Shares          Percentage
     Name of Selling         Beneficially Owned     Shares Eligible to      Beneficially Owned     Beneficially Owned
       Shareholder           Prior to Offering          be Offered          After the Offering     After the Offering
-----------------------------------------------------------------------------------------------------------------------
J. Elton Cameron                    706                     506                    200                      *
Harvey Forbes                       360                     360                     0                      0%
William W. Staton                   436                     436                     0                      0%
William P. Summey                   592                     389                    203                      *
---------------
* Less than 1%

      Certain additional unnamed selling shareholders of our company may use
this prospectus for reoffers and resales. Such unnamed selling shareholders are
not required to be named herein pursuant to Instruction C(3)(b) of Form S-8
because each such selling shareholder owns less than 1% of the shares issuable
under the plan. Such unnamed selling shareholders own an aggregate of 136 shares
covered by this prospectus.

      The selling shareholders may donate some or all of their shares of common
stock or may transfer shares of common stock to trusts, partnerships or other
entities they own or control.

                              PLAN OF DISTRIBUTION

      The selling shareholders have not advised us of any specific plans for the
distribution of the shares of common stock covered by this prospectus. We
anticipate that the selling shareholders will offer the shares of common stock
covered by this prospectus for sale from time

                                       9
to time on Nasdaq at the then-prevailing market prices. The selling shareholders
may also make private sales directly or through a broker or brokers, who may act
as agent or principal or as both agent and principal. If common stock is sold
through brokers, the selling shareholders may pay customary brokerage charges
and commissions. In connection with any sales, the selling shareholders and any
brokers participating in the sales may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended, or the Securities Act;
therefore, commissions received by the brokers may be deemed to be underwriting
commissions under the Securities Act. Any dealer or broker participating in any
distribution of the shares may be required to deliver a copy of this prospectus
to any person who purchases any of the shares offered hereby from or through
such broker or dealer.

      Any shares of common stock covered by this prospectus that qualify for
sale pursuant to Rule 144 under the Securities Act may be sold under that rule
rather than pursuant to this prospectus. There can be no assurances that any of
the selling shareholders will sell any or all of the shares of common stock
offered under this prospectus.

      The shares of common stock to which this prospectus relates are listed on
Nasdaq. Registrar and Transfer Company is the transfer agent for our common
stock.

                                     EXPERTS

      Our consolidated financial statements as of December 31, 2004 and for each
of the fiscal years in the three year period ended December 31, 2004 are
incorporated herein by reference from our Annual Report on Form 10-K for the
year ended December 31, 2004, as amended, in reliance upon the report of
PricewaterhouseCoopers LLP, independent registered public accounting firm, also
incorporated by reference herein, and given on the authority of said firm as
experts in accounting and auditing.

                    WHERE YOU CAN FIND ADDITIONAL INFORMATION

      We file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission ("SEC"). Our SEC filings
are available to the public over the Internet at the SEC's website at
www.sec.gov. You may also read and copy any document we file with the SEC at the
Securities and Exchange Commission's Public Reference Room at 450 Fifth Street,
N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. We maintain a website at
www.capitalbank-nc.com. The information contained on our website is not
incorporated by reference in this prospectus and you should not consider it a
part of this prospectus.

                                       10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The SEC allows us to incorporate by reference the information we file with
it, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus. This prospectus incorporates important business
and financial information about us that is not included in or delivered with
this prospectus. This prospectus incorporates by reference the documents set
forth below that have previously been filed with the Securities and Exchange
Commission:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2004, filed with the SEC on March 15, 2005;

      (b)   Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 19, 2005;

      (c)   Amendment No. 2 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 28, 2005;

      (d)   Current Report on Form 8-K, filed with the SEC on April 12, 2005;

      (e)   Current Report on Form 8-K, filed with the SEC on April 26, 2005;

      (f)   Current Report on Form 8-K, filed with the SEC on April 28, 2005;

      (g)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the SEC on May 9, 2005; and

      (h)   Description of Capital Bank Corporation common stock contained in
            Registration Statement on Form S-4, filed with the SEC on November
            13, 2001 (File No. 333-73268).

      We are also incorporating by reference additional documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
until all of the shares of common stock that we have registered are sold. We are
not, however, incorporating by reference any documents or portions thereof,
whether specifically listed above or filed in the future, that are not deemed
"filed" with the SEC, including without limitation any information furnished
pursuant to Items 2.02 or 7.01 (formerly Items 9 or 12) of Form 8-K.

      We have filed with the SEC a registration statement on Form S-8 under the
Securities Act with respect to the shares of common stock offered by this
prospectus. As permitted by the rules and regulations of the SEC, this
prospectus, which is a part of the registration statement, omits various
information, exhibits, schedules and undertakings included in the registration
statement. For further information pertaining to us and the common stock offered
under this prospectus, reference is made to the registration statement and the
attached exhibits and schedules. Statements contained in this prospectus as to
the contents or provisions of any contract or other document referred to in this
prospectus are summary in nature, and in each instance reference is

                                       11
made to the copy of the contract or other document filed as an exhibit to the
registration statement, and each statement is qualified in all respects by this
reference.

      You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address and telephone number:

                            Capital Bank Corporation
                              4901 Glenwood Avenue
                          Raleigh, North Carolina 27615
                                 Attn: Secretary
                                 (919) 645-6400

      Exhibits to the filings will not be sent, however, unless those exhibits
have specifically been incorporated by reference in this prospectus.

      You should rely only on the information incorporated by reference or
provided in this prospectus. We have not authorized anyone to provide you with
different information. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the front of that
document, regardless of the time of delivery of this prospectus or of any sale
of shares of common stock.

                                       12
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

      The following documents have been filed by the Company with the SEC and
are incorporated herein by reference:

      (a)   Annual Report on Form 10-K for the fiscal year ended December 31,
            2004, filed with the SEC on March 15, 2005;

      (b)   Amendment No. 1 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 19, 2005;

      (c)   Amendment No. 2 to Annual Report on Form 10-K for the fiscal year
            ended December 31, 2004, filed with the SEC on April 28, 2005;

      (d)   Current Report on Form 8-K, filed with the SEC on April 12, 2005;

      (e)   Current Report on Form 8-K, filed with the SEC on April 26, 2005;

      (f)   Current Report on Form 8-K, filed with the SEC on April 28, 2005;

      (g)   Quarterly Report on Form 10-Q for the quarter ended March 31, 2005,
            filed with the SEC on May 9, 2005; and

      (h)   Description of Capital Bank Corporation common stock contained in
            Registration Statement on Form S-4, filed with the SEC on November
            13, 2001 (File No. 333-73268).

      All reports and other documents filed by the Company subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment which indicates that all
securities offered under the plan have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.

      Any statement contained in a document, all or a portion of which is
incorporated or deemed to be incorporated by reference herein, shall be deemed
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified shall not be deemed to
constitute a part of this Registration Statement except as so modified, and any
statement so superseded shall not be deemed to constitute part of this
Registration Statement.

                                       13
Item 4. Description of Securities

      Shares of the Company's common stock are registered under Section 12 of
the Exchange Act.

Item 5. Interests of Named Experts and Counsel

      The validity of the securities being registered by this Registration
Statement will be passed upon for the Company by Smith, Anderson, Blount,
Dorsett, Mitchell & Jernigan, L.L.P., Raleigh, North Carolina. O. A. Keller,
III, the Chairman of the Board of the Company, is the father-in-law of an
attorney at Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. that
serves as principal outside counsel to the Company. In 2004, the Company paid
legal fees to Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P. for
services rendered in 2004 in the aggregate amount of approximately $295,000. In
addition, as of the date of this Registration Statement, certain current
individual attorneys with Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
L.L.P. beneficially own an aggregate of 5,100 shares of Capital Bank Corporation
Common Stock.

Item 6. Indemnification of Directors and Officers

      North Carolina law permits a corporation to indemnify its directors,
officers, employees or agents under either or both a statutory or nonstatutory
scheme of indemnification. Under the statutory scheme, a corporation may, with
certain exceptions, indemnify a director, officer, employee or agent of the
corporation who was, is, or is threatened to be made, a party to any threatened,
pending or completed legal action, suit or proceeding, whether civil, criminal,
administrative, or investigative, because of the fact that such person was a
director, officer, agent or employee of the corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation or enterprise. This indemnity may include the obligation to
pay any judgment, settlement, penalty, fine (including an excise tax assessed
with respect to an employee benefit plan) and reasonable expenses incurred in
connection with a proceeding (including counsel fees), but no such
indemnification may be granted unless such director, officer, agent or employee
(1) conducted himself in good faith, (2) reasonably believed (a) that any action
taken in his official capacity with the corporation was in the best interest of
the corporation or (b) that in all other cases his conduct at least was not
opposed to the corporation's best interest, and (3) in the case of any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful. Whether
a director has met the requisite standard of conduct for the type of
indemnification set forth above is determined by the board of directors, a
committee of directors, special legal counsel or the shareholders in accordance
with the statute. A corporation may not indemnify a director under the statutory
scheme in connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation or in connection with
a proceeding in which a director was adjudged liable on the basis of having
received an improper personal benefit.

      In addition to, and separate and apart from the indemnification described
above under the statutory scheme, North Carolina law permits a corporation to
indemnify or agree to indemnify any of its directors, officers, employees or
agents against liability and expenses (including attorney's fees) in any
proceeding (including proceedings brought by or on behalf of the

                                       14
corporation) arising out of their status as such or their activities in such
capacities, except for any liabilities or expenses incurred on account of
activities that were, at the time taken, known or believed by the person to be
clearly in conflict with the best interests of the corporation. The Bylaws of
the Company provide for indemnification to the fullest extent permitted under
North Carolina law for persons who serve as directors or officers of the
Company, or at the request of the Company serve as an officer, director, agent,
partner, trustee, administrator or employee for any other foreign or domestic
entity, except to the extent such activities were at the time taken known or
believed by the potential indemnities to be clearly in conflict with the best
interests of the Company. Accordingly, the Company may indemnify its directors,
officers or employees in accordance with either the statutory or non-statutory
standards.

      In addition, North Carolina law requires a corporation, unless its
articles of incorporation provide otherwise, to indemnify a director or officer
who has been wholly successful, on the merits or otherwise, in the defense of
any proceeding to which such director or officer was a party. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification.

      Finally, North Carolina law provides that a corporation may purchase and
maintain insurance on behalf of an individual who is or was a director, officer,
employee or agent of the corporation against certain liabilities incurred by
such persons, whether or not the corporation is otherwise authorized by North
Carolina law to indemnify such party. The Company has purchased a standard
directors' and officers' liability policy which will, subject to certain
limitations, indemnify the Company and its officers and directors for damages
they become legally obligated to pay as a result of any negligent act, error, or
omission committed by directors or officers while acting in their capacity as
such.

      As permitted by North Carolina law, Article 5 of the Company's Articles of
Incorporation limit the personal liability of directors for monetary damages for
breaches of duty as a director arising out of any legal action whether by or in
the right of the Company or otherwise, provided that such limitation will not
apply to (1) acts or omissions that the director at the time of such breach knew
or believed were clearly in conflict with the best interests of the Company, (2)
any liability for unlawful distributors under North Carolina law, or (3) any
transaction from which the director derived an improper personal benefit.

Item 7. Exemption from Registration Claimed

      The common stock to be resold by the selling shareholders was issued to
such selling shareholders pursuant to the exemption from registration under the
Securities Act provided in section 4(2) thereof, as transactions that did not
involve any public offering, or were deemed not to require registration under
the Securities Act, since such issuances did not involve the sale of such
securities. All selling shareholders are deemed to be sophisticated with regard
to an investment in the common stock of the registrant. No underwriters were
used.

                                       15
Item 8. Exhibits

      The following exhibits are filed or incorporated by reference as a part of
this Registration Statement:

Exhibit No.    Description
-----------    -----------

4(1)           Specimen Common Stock Certificate

5              Opinion of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P.

23.1           Consent of Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan,
               L.L.P. (contained in the opinion submitted as Exhibit 5 hereto)

23.2           Consent of PricewaterhouseCoopers LLP

24             Power of Attorney (included as part of the signature page)

---------------------------

(1)   Exhibit to the Company's Registration Statement on Form S-4 (No.
      333-65853), filed with the Securities and Exchange Commission on October
      19, 1998 and incorporated by reference herein.

Item 9. Undertakings

(a) The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement.

            (i)   To include any prospectus required by Section 10(a)(3) of the
                  Securities Act;

            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this registration statement (or the most
                  recent post-effective amendment thereof) which, individually
                  or in the aggregate, represent a fundamental change in the
                  information set forth in this registration statement.
                  Notwithstanding the foregoing, any increase or decrease in
                  volume of securities offered (if the total dollar value of
                  securities offered would not exceed that which was registered)
                  and any deviation from the low or high end of the estimated
                  maximum offering range may be reflected in the form of
                  prospectus filed with the Commission pursuant to Rule 424(b)
                  if, in the aggregate, the changes in volume and price
                  represent no more than 20% change in the maximum aggregate
                  offering price set forth in the "Calculation of Registration
                  Fee" table in the effective registration statement;

                                       16
(iii) To include any material information with respect to the plan
                  of distribution not previously disclosed in this registration
                  statement or any material change to such information in this
                  registration statement;

      provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this registration statement.

      (2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in this registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.

                                       17
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Raleigh, State of North Carolina, on May 24, 2005.

                                 CAPITAL BANK CORPORATION

                                 By:  /s/ B. Grant Yarber
                                    -----------------------------------------
                                      B. Grant Yarber
                                      President and Chief Executive Officer

                                       18
SIGNATURES AND POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. Grant Yarber and Richard W. Edwards, and each
of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this report, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully for all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons on May 24, 2005 in the
capacities indicated.

         Signature                                              Title
         ---------                                              -----

/s/ B. Grant Yarber                      President, Chief Executive Officer and
-----------------------------------      Director
B. Grant Yarber                          (Principal Executive Officer)

/s/ Richard W. Edwards                   Chief Financial Officer
-----------------------------------      (Principal Financial Officer)
Richard W. Edwards

/s/ Steven E. Crouse                     Chief Accounting Officer
-----------------------------------      (Principal Accounting Officer)
Steven E. Crouse

/s/ Charles F. Atkins                    Director
-----------------------------------
Charles F. Atkins

/s/ William C. Burkhardt                 Director
-----------------------------------
William C. Burkhardt

/s/ Leopold I. Cohen                     Director
-----------------------------------
Leopold I. Cohen

/s/ William R. Gilliam                   Director
-----------------------------------
William R. Gilliam

                                       19
/s/ John F. Grimes, III                  Director
-----------------------------------
John F. Grimes, III

/s/ Robert L. Jones                      Director
-----------------------------------
Robert L. Jones

/s/ Oscar A. Keller, III                 Director
-----------------------------------
Oscar A. Keller, III

/s/ Oscar A. Keller, Jr.                 Director
-----------------------------------
Oscar A. Keller, Jr.

/s/ James D. Moser, Jr.                  Director
-----------------------------------
James D. Moser, Jr.

/s/ George R. Perkins, III               Director
-----------------------------------
George R. Perkins, III

/s/ Don W. Perry                         Director
-----------------------------------
Don W. Perry

/s/ Carl H. Ricker, Jr.                  Director
-----------------------------------
Carl H. Ricker, Jr.

/s/ J. Rex Thomas                        Director
-----------------------------------
J. Rex Thomas

/s/ Samuel J. Wornom, III                Director
-----------------------------------
Samuel J. Wornom, III

                                       20
EXHIBIT INDEX

Exhibit No.     Description
-----------     -----------

4(1)            Specimen Common Stock Certificate

5               Opinion of Smith, Anderson, Blount, Dorsett, Mitchell &
                Jernigan, L.L.P.

23.1            Consent of Smith, Anderson, Blount, Dorsett, Mitchell &
                Jernigan, L.L.P. (contained in the opinion submitted as Exhibit
                5 hereto)

23.2            Consent of PricewaterhouseCoopers LLP

24              Power of Attorney (included as part of the signature page)

---------------------------

(1)   Exhibit to the Company's Registration Statement on Form S-4 (No.
      333-65853), filed with the Securities and Exchange Commission on October
      19, 1998 and incorporated by reference herein.

                                       21