As filed with the Securities and Exchange Commission on February 12, 2002
                              Registration No. 333-


                       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                                   27615
   (Address of Principal Executive                           (Zip Code)
   Offices)

                    Stock Option Plan and Trust Agreement of
                      First Community Financial Corporation
   Capital Bank Corporation Deferred Compensation Plan for Outside Directors
                            (Full title of the plans)

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

                                 (919) 645-6449
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Michael P. Saber, Esq.
          Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
                                 P. O. Box 2611
                       Raleigh, North Carolina 27602-2611
                                 (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(1)    offering price per    aggregate offering    Registration fee
                                                                      share (2)                price
--------------------------------------------- ------------------ --------------------- ---------------------- ------------------
<S>                                            <C>               <C>                   <C>                    <C>
Common Stock, no par value per share               458,517              $7.96                $3,648,383             $335.66
============================================= ================== ===================== ====================== ==================

</TABLE>

(1)  Of the 458,517 shares, up to 358,517 may be issued under the Stock Option
     Plan and Trust Agreement of First Community Financial Corporation, and up
     to 100,000 shares may be issued under the Capital Bank Corporation Deferred
     Compensation Plan for Outside Directors.

(2)  This price is estimated solely for the purpose of calculating the
     registration fee. Pursuant to Rule 457(c) and (h), 358,517 shares are
     deemed to be offered at $6.62 per share, and 100,000 shares are deemed to
     be offered at $12.75, the closing price for the Common Stock on February 6,
     2002, as reported on the Nasdaq Stock Market.

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

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

     As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this registration statement omits the information specified in
Part I (Items 1 and 2) of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan as
required by Rule 428(b) under the Securities Act. Such documents are not being
filed with the Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents have been filed by the Registrant with the
Commission and are incorporated herein by reference:

(1)  Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

(2)  Reports on Form 10-Q for the quarters ended March 31, June 30, and
     September 30, 2001.

(3)  The Registrant's Current Reports on Form 8-K filed October 12, 2001 and
     January 29, 2002 (and amended January 30, 2002).

(4)  The description of the Registrant's common stock contained in its
     Registration Statement on Form S-4 (Reg. No. 333-73268) filed on November
     13, 2001

     All reports and other documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, 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.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.


                                       2


<PAGE>


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 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 Capital Bank
Corporation provide for indemnification to the fullest extent permitted under
North Carolina law for persons who serve as directors or officers of Capital
Bank Corporation, or at the request of Capital Bank Corporation 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 Capital Bank Corporation.] Accordingly,
Capital Bank Corporation 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. Capital Bank Corporation has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify Capital Bank Corporation 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 Capital Bank Corporation's
Articles limits the personal liability of directors for monetary damages for
breaches of duty as a director arising out of any


                                       3


<PAGE>


legal action whether by or in the right of Capital Bank Corporation 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 Capital Bank Corporation, (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

        Not Applicable.


Item 8. Exhibits

        The following exhibits are filed or incorporated by reference as a part
        of this registration statement:

Exhibit    Description
No.

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 Registrant's Registration Statement on Form S-4 (Reg. No.
     333-65853) filed with the Securities and Exchange Commission on October 19,
     1998 as amended November 10, 1998, December 21, 1998 and February 8, 1999,
     and incorporated by reference herein.

Item 9. Undertakings

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

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, 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; and

     (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.


                                       4


<PAGE>


     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.


                                       5


<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 February 11,
2002.



                                       CAPITAL BANK CORPORATION



                                       By: /s/ James A. Beck
                                           ---------------------------------
                                           James A. Beck
                                           President and Chief Executive Officer


                                       6

<PAGE>


                        SIGNATURES AND POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Beck and Allen T. Nelson, Jr., and each
of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8 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 or she 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 of 1933, this
Registration Statement has been signed by the following persons on February 11,
2002 in the capacities indicated.

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

/s/ James A. Beck
----------------------           President, Chief Executive Officer and Director
James A. Beck


/s/ Allen T. Nelson, Jr.
------------------------         Executive Vice President, Chief Financial
Allen T. Nelson, Jr.             and Accounting Officer and Secretary


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


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

/s/ Oscar A. Keller, III
-------------------------        Chairman of the Board of Directors
Oscar A. Keller, III


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


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


/s/ William R. Gilliam
----------------------           Director and Vice Chairman of the Board
William R. Gilliam


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


/s/ Charles A. Legrand
----------------------           Director
Charles A. Legrand


                                       7


<PAGE>


                                  EXHIBIT INDEX

Exhibit           Description
No.

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 Registrant's Registration Statement on Form S-4 (Reg. No.
     333-65853) filed with the Securities and Exchange Commission on October 19,
     1998, as amended November 10, 1998, December 21, 1998 and February 8, 1999,
     and incorporated by reference herein.
[{"type": "S-8", "sequence": "1", "filename": "forms8_42949-0212.txt", "secsgml_size_bytes": 19976}]
{"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": "333-82602", "film-number": "02538300"}, "business-address": {"street1": "4400 FALLS OF NEUSE ROAD", "city": "RALEIGH", "state": "NC", "zip": "27609", "phone": "9198783100"}, "mail-address": {"street1": "JAMES A BECK, REGISTERED AGENT FOR CBC", "street2": "PO BOX 18949", "city": "RALEIGH", "state": "NC", "zip": "27619-8949"}}
As filed with the Securities and Exchange Commission on February 12, 2002
                              Registration No. 333-

                       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                                   27615
   (Address of Principal Executive                           (Zip Code)
   Offices)

                    Stock Option Plan and Trust Agreement of
                      First Community Financial Corporation
   Capital Bank Corporation Deferred Compensation Plan for Outside Directors
                            (Full title of the plans)

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

                                 (919) 645-6449
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Michael P. Saber, Esq.
          Smith, Anderson, Blount, Dorsett, Mitchell & Jernigan, L.L.P.
                                 P. O. Box 2611
                       Raleigh, North Carolina 27602-2611
                                 (919) 821-1220
CALCULATION OF REGISTRATION FEE
============================================= ================== ===================== ====================== ==================

    Title of securities to be registered        Amount to be       Proposed maximum      Proposed maximum         Amount of
                                                 registered(1)    offering price per    aggregate offering    Registration fee
                                                                      share (2)                price
--------------------------------------------- ------------------ --------------------- ---------------------- ------------------
Common Stock, no par value per share               458,517              $7.96                $3,648,383             $335.66
============================================= ================== ===================== ====================== ==================
(1)  Of the 458,517 shares, up to 358,517 may be issued under the Stock Option
     Plan and Trust Agreement of First Community Financial Corporation, and up
     to 100,000 shares may be issued under the Capital Bank Corporation Deferred
     Compensation Plan for Outside Directors.

(2)  This price is estimated solely for the purpose of calculating the
     registration fee. Pursuant to Rule 457(c) and (h), 358,517 shares are
     deemed to be offered at $6.62 per share, and 100,000 shares are deemed to
     be offered at $12.75, the closing price for the Common Stock on February 6,
     2002, as reported on the Nasdaq Stock Market.

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

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

     As permitted by the rules of the Securities and Exchange Commission (the
"Commission"), this registration statement omits the information specified in
Part I (Items 1 and 2) of Form S-8. The documents containing the information
specified in Part I will be delivered to the participants in the Plan as
required by Rule 428(b) under the Securities Act. Such documents are not being
filed with the Commission as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

     The following documents have been filed by the Registrant with the
Commission and are incorporated herein by reference:

(1)  Annual Report on Form 10-K for the fiscal year ended December 31, 2000.

(2)  Reports on Form 10-Q for the quarters ended March 31, June 30, and
     September 30, 2001.

(3)  The Registrant's Current Reports on Form 8-K filed October 12, 2001 and
     January 29, 2002 (and amended January 30, 2002).

(4)  The description of the Registrant's common stock contained in its
     Registration Statement on Form S-4 (Reg. No. 333-73268) filed on November
     13, 2001

     All reports and other documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, 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.

Item 4. Description of Securities

        Not Applicable.

Item 5. Interests of Named Experts and Counsel

        Not Applicable.

                                       2
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 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 Capital Bank
Corporation provide for indemnification to the fullest extent permitted under
North Carolina law for persons who serve as directors or officers of Capital
Bank Corporation, or at the request of Capital Bank Corporation 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 Capital Bank Corporation.] Accordingly,
Capital Bank Corporation 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. Capital Bank Corporation has purchased a
standard directors' and officers' liability policy which will, subject to
certain limitations, indemnify Capital Bank Corporation 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 Capital Bank Corporation's
Articles limits the personal liability of directors for monetary damages for
breaches of duty as a director arising out of any

                                       3
legal action whether by or in the right of Capital Bank Corporation 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 Capital Bank Corporation, (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

        Not Applicable.

Item 8. Exhibits

        The following exhibits are filed or incorporated by reference as a part
        of this registration statement:

Exhibit    Description
No.

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 Registrant's Registration Statement on Form S-4 (Reg. No.
     333-65853) filed with the Securities and Exchange Commission on October 19,
     1998 as amended November 10, 1998, December 21, 1998 and February 8, 1999,
     and incorporated by reference herein.

Item 9. Undertakings

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

     (2) That, for the purpose of determining any liability under the Securities
     Act of 1933, 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; and

     (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.

                                       4
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant 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 registrant 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 Act and will be governed by the final adjudication of
such issue.

                                       5
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 February 11,
2002.

                                       CAPITAL BANK CORPORATION

                                       By: /s/ James A. Beck
                                           ---------------------------------
                                           James A. Beck
                                           President and Chief Executive Officer

                                       6
SIGNATURES AND POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James A. Beck and Allen T. Nelson, Jr., and each
of them, each with full power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration Statement
on Form S-8 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 or she 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 of 1933, this
Registration Statement has been signed by the following persons on February 11,
2002 in the capacities indicated.

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

/s/ James A. Beck
----------------------           President, Chief Executive Officer and Director
James A. Beck

/s/ Allen T. Nelson, Jr.
------------------------         Executive Vice President, Chief Financial
Allen T. Nelson, Jr.             and Accounting Officer and Secretary

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

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

/s/ Oscar A. Keller, III
-------------------------        Chairman of the Board of Directors
Oscar A. Keller, III

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

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

/s/ William R. Gilliam
----------------------           Director and Vice Chairman of the Board
William R. Gilliam

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

/s/ Charles A. Legrand
----------------------           Director
Charles A. Legrand

                                       7
EXHIBIT INDEX

Exhibit           Description
No.

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 Registrant's Registration Statement on Form S-4 (Reg. No.
     333-65853) filed with the Securities and Exchange Commission on October 19,
     1998, as amended November 10, 1998, December 21, 1998 and February 8, 1999,
     and incorporated by reference herein.