As filed with the Securities and Exchange Commission on August 22, 1997
                                             Registration No. 333-______

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                       CCB FINANCIAL CORPORATION
         (Exact name of registrant as specified in its charter)

               North Carolina                56-1347849
      (State or other Jurisdiction of    (I.R.S. Employer
       incorporation or organization)   Identification No.)
                       _________________________

                          111 Corcoran Street
                      Durham, North Carolina 27701

      (Address of principal executive offices, including Zip Code)
                       _________________________

                  1995 DIRECTORS PERFORMANCE PLAN OF
                       AMERICAN FEDERAL BANK, FSB
                        (Full title of the plan)
                       _________________________

                           ERNEST C. ROESSLER
                       CCB Financial Corporation
                          Post Office Box 931
                     Durham, North Carolina  27702
                             (919) 683-7777
                (Name and address of agent for service)
                                
                                Copy to:
                         ROBERT A. SINGER, Esq.
          Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
                    230 North Elm Street, Suite 2000
                         Post Office Box 26000
                    Greensboro, North Carolina 27420
                             (910) 373-8850
                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)

        Title of          Amount to    Proposed      Proposed    Amount of
       Securities          be           Maximum      Maximum     Regis-
    to be Registered      Registered   Offering      Aggregate   tration
                                        Price        Offering    Fee (1)
                                       Per Share      Price
Common Stock,             19,343       *             $816,750    $282
$5 par value               shares
Series A Junior                                                  

Participating Pre-        19,343       Not           Not         Not
ferred Stock Purchase     rights       Applicable    Applicable  Applicable
Rights (2)

(1)     The  shares  of  Common Stock are being  offered  to  eligible
  employees  of  Registrant and its direct and  indirect  subsidiaries
  pursuant to options granted to them in accordance with the terms  of
  the  1995  Directors Performance Plan of American Federal Bank,  FSB
  (the   "Plan")  adopted  by  Registrant  in  connection   with   its
  acquisition  of  American  Federal  Bank,  FSB.   Pursuant  to  Rule
  457(h),  the Aggregate Offering Price and the Registration Fee  have
  been  calculated on the basis of the maximum number of shares to  be
  issued  under the Plan and an Offering Price equal to the  price  at
  which  the  shares may be purchased pursuant to the  Plan  upon  the
  exercise of the options.
(2)     The  Series  A  Junior Participating Preferred Stock  Purchase
  Rights   will  be  attached  to  and  trade  with  the   shares   of
  Registrant's Common Stock.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The  following documents filed by Registrant with the  Securities
and  Exchange  Commission  (the  "Commission")  under  the  Securities
Exchange  Act of 1934 (the "Exchange Act") are incorporated herein  by
reference:

        (i)      Registrant's Annual Report on Form  10-K  (Commission
File No. 0-12358) for the year ended December 31, 1996;

        (ii)     Registrant's Current Report on Form 8-K dated January
31, 1997, February 17, 1997, March 19, 1997, April 21, 1997, April 21,
1997, May 13, 1997 and August 1, 1997;

       (iii)     Registrant's Quarterly Reports on Form 10-Q  for  the
quarters ended March 31, 1997 and June 30, 1997; and

        (iv)     The description of the Registrant's stock contained in
its  Current Report on Form 8-K dated July 1, 1983, as amended by Form
8-K/A2 dated June 14, 1996 and its Form 8-A dated July 29, 1996.

     In addition, all documents subsequently filed with the Commission
by  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange Act after the date hereof and prior to the filing of a  post-
effective amendment which indicates that all securities being  offered
have  been  sold  or which deregisters all securities  then  remaining
unsold  shall be deemed to be incorporated herein by reference and  to
be a part hereof from the dates of filing of such documents.

Item 4.   Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The  validity of the shares of the Registrant's Common Stock that
may  be issued to participants of the Plan will be passed upon for the
Registrant  by  Brooks, Pierce, McLendon, Humphrey & Leonard,  L.L.P.,
who served as counsel to the Registrant with respect to the August  1,
1997  merger  with American Federal Bank, FSB.  Robert  A.  Singer,  a
partner in such firm, beneficially owns, or has sole or shared  voting
control as a trustee or otherwise over, a total of 5,891 shares of the
Registrant's Common Stock.

     The  consolidated financial statements of the  Registrant  as  of
December 31, 1996 and 1995 and for each of the years in the three-year
period  ended  December 31, 1996 have been incorporated  by  reference
herein  in  reliance  upon  the report  of  KPMG  Peat  Marwick,  LLP,
independent  certified  public  accounts,  incorporated  by  reference
herein,  and upon the authority of said firm as experts in  accounting
and auditing,.  KPMG Peat Marwick LLP's report refers to the fact that
on  January 1, 1994, the Registrant adopted the provisions of SFAS No.
115,   "Accounting  for  Certain  Investment  in   Debt   and   Equity
Securities."

Item 6.  Indemnification of Directors and Officers

     Registrant is incorporated under the laws of the State  of  North
Carolina.   North  Carolina's  Business Corporation  Act  (the  "BCA")
contains  provisions  prescribing the extent to  which  directors  and
officers of a corporation shall or may be indemnified.

     The  BCA  permits  a  corporation, with  certain  exceptions,  to
indemnify a current or former officer or director against liability if
he  acted in good faith and he reasonably believed (i) in the case  of
conduct  in  his  official  capacity with the  corporation,  that  his
conduct  was in its best interests, (ii) in all other cases, that  his
conduct was at least not opposed to its best interests and (iii)  with
respect to any criminal action or proceeding, had no reasonable  cause
to  believe his conduct was unlawful.  A corporation may not indemnify
him  in  connection  with  a proceeding by or  in  the  right  of  the
corporation in which he was adjudged liable to the corporation  or  in
connection  with  any  other  proceeding  charging  improper  personal
benefit  to  him,  whether or not involving  action  in  his  official
capacity,  in which he was adjudged liable on the basis that  personal
benefit  was improperly received by him unless and only to the  extent
that  the  court  in  which  such action or  suit  was  brought  shall
determine   upon   application  that,  despite  the  adjudication   of
liability,  but in view of all the circumstances of the  case,  he  is
fairly  and  reasonably  entitled to  indemnity  for  such  reasonable
expenses incurred which the court shall deem proper.

    The BCA requires a corporation to indemnify an officer or director
in  the  defense  of any proceeding to which he was  a  party  against
reasonable expenses to the extent that he is wholly successful on  the
merits  or  otherwise in his defense.  Indemnification under  the  BCA
generally  shall be made by the corporation only upon a  determination
that  indemnification of the director or officer was proper under  the
circumstances because he met the applicable standard of conduct.  Such
determination may be made by (i) the Board of Directors by a  majority
vote  of a quorum consisting of directors who are not parties to  such
proceeding, (ii) if such a quorum is not obtainable, by majority  vote
of  a  committee duly designated by the Board of Directors  consisting
solely  of  two  or  more  directors not at the  time  party  to  such
proceeding,  (iii)  if  such quorum is not  obtainable,  or,  even  if
obtainable  if  a  quorum of disinterested directors  so  directs,  by
independent  legal  counsel  in a written  opinion,  or  (iv)  by  the
stockholders of the corporation.

     The  BCA permits a corporation to provide for indemnification  of
directors  and officers in its Articles of Incorporation or Bylaws  or
by  contract  or otherwise, against liability in various  proceedings,
and  to  purchase and maintain insurance policies on behalf  of  these
individuals.  The Articles of Incorporation of the Registrant  provide
for the elimination of the personal liability for monetary damages for
certain  breaches of fiduciary duty and the Bylaws of  the  Registrant
provide  for  the  indemnification of directors and  officers  to  the
maximum extent permitted by North Carolina law.

Item 7.  Exemption From Registration Claimed

    Not applicable.

Item 8.  Exhibits

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

           4     Specimen  of  Registrant's Common  Stock  certificate
           (incorporated   by  reference  from  Exhibit   4   of   the
           Registrant's  Registration Statement  No.  333-34207  on
           Form S-8)

           5     Opinion  of  Brooks,  Pierce,  McLendon,  Humphrey  &
           Leonard, L.L.P. as to the legality of the securities  being
           registered (filed herewith).

           23.1  Consent of KPMG Peat Marwick LLP (filed herewith).

           23.2  Consent  of  Brooks,  Pierce,  McLendon,  Humphrey  &
           Leonard, L.L.P. (contained in its opinion filed herewith as
           Exhibit 5).

           24    Power of Attorney (filed herewith).

           99    Copy  of 1995 Directors Performance Plan of  American
           Federal Bank, FSB (filed herewith).

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 of 1933;
             
             (ii)     to  reflect  in  the  Prospectus  any  facts  or
                 events  arising  after  the  effective  date  of  the
                 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  the   Registration
                 Statement;
             
             (iii)     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;

           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 by the  Registrant
           pursuant  to Section 13 or Section 15(d) of the  Securities
           Exchange Act of 1934 that are incorporated by reference  in
           the Registration Statement.

       (2)That,  for  purposes 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.
       
       (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  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  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.

    (c)   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.

                           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 Durham,  State
of North Carolina, on August 22, 1997.

                              CCB Financial Corporation
                              (Registrant)
                              
                              
                              By: /s/ ERNEST C. ROESSLER
                              Ernest C. Roessler
                              Vice   Chairman,  President  and   Chief
                              Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,  this
Registration  Statement on Form S-8 has been signed by  the  following
persons in the capacities and on the dates indicated.


         Signature                Title                     Date
                                                         
/s/ ERNEST C. ROESSLER        Vice Chairman, President,   August 22, 1997
Ernest C. Roessler            Chief Executive Officer
                              and Director
                              (principal executive
                              officer)
                              
*/s/ ROBERT L. SAVAGE, JR.    Senior Vice President and   August 22, 1997
Robert L. Savage, Jr.         Chief Financial Officer
                              (principal financial
                               officer)
                              
/s/ W. HAROLD PARKER, JR.     Senior Vice President and   August 22, 1997
W. Harold Parker, Jr.         Controller
                              (principal accounting
                               officer)
                              
__________________            Chairman of the Board of    August __, 1997
W. L. Burns, Jr.              Directors

*/s/ JOHN M. BARNHARDT        Director                    August 22, 1997
John M. Barnhardt

*/s/  J. HARPER BEALL, III    Director                    August 22, 1997
J. Harper Beall, III

*/s/  JAMES B. BRAME, JR.     Director                    August 22, 1997
James B. Brame, Jr.

__________________            Director                    August __, 1997
Timothy B. Burnett

*/s/  EDWARD S. HOLMES        Director                    August 22, 1997
Edward S. Holmes

*/s/  BONNIE MCELVEEN-HUNTER  Director                    August 22, 1997
Bonnie McElveen-Hunter

*/s/  DAVID B. JORDAN         Vice Chairman and Director  August 22, 1997
David B. Jordan

__________________            Director                    August __, 1997
Owen G. Kenan

*/s/  EUGENE J. MCDONALD      Director                    August 22, 1997
Eugene J. McDonald

__________________            Director                    August __, 1997
Hamilton W. McKay, Jr., M.D.

__________________            Director                    August __, 1997
George J. Morrow

*/s/  ERIC B. MUNSON          Director                    August 22, 1997
Eric B. Munson

*/s/ MILES J. SMITH, JR.      Director                    August 22, 1997
Miles J. Smith, Jr.

*/s/  JIMMY K. STEGALL        Director                    August 22, 1997
Jimmy K. Stegall

*/s/ H. ALLEN TATE, JR.       Director                    August 22, 1997
H. Allen Tate, Jr.

__________________            Director                    August __, 1997
James L. Williamson

__________________            Director                    August __, 1997
Dr. Phail Wynn, Jr.

*/s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX

Exhibit
Number         Description

  4     Specimen of
        Registrant's Common Stock             Incorporated by
                                              reference

  5     Opinion of Brooks, Pierce, McLendon,
        Humphrey & Leonard, L.L.P. as to the
        legality of the securities being registered

 23.1   Consent of KPMG Peat Marwick LLP

 23.2   Consent of Brooks, Pierce, McLendon,
        Humphrey & Leonard, L.L.P.            Included in Exhibit 5

  24    Power of Attorney

  99    Copy of 1995 Directors Performance Plan of
        American Federal Bank, FSB
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 19169}]
{"company-data": {"conformed-name": "CCB FINANCIAL CORP", "cik": "0000714612", "assigned-sic": "6022", "irs-number": "561347849", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34231", "film-number": "97668564"}, "business-address": {"street1": "111 CORCORAN ST", "street2": "PO BOX 931", "city": "DURHAM", "state": "NC", "zip": "27702", "phone": "9196837777"}, "mail-address": {"street1": "111 CORCORAN STREET", "street2": "P O BOX 931", "city": "DURHAM", "state": "NC", "zip": "27702"}}
As filed with the Securities and Exchange Commission on August 22, 1997
                                             Registration No. 333-______

                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

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

                       CCB FINANCIAL CORPORATION
         (Exact name of registrant as specified in its charter)

               North Carolina                56-1347849
      (State or other Jurisdiction of    (I.R.S. Employer
       incorporation or organization)   Identification No.)
                       _________________________

                          111 Corcoran Street
                      Durham, North Carolina 27701

      (Address of principal executive offices, including Zip Code)
                       _________________________

                  1995 DIRECTORS PERFORMANCE PLAN OF
                       AMERICAN FEDERAL BANK, FSB
                        (Full title of the plan)
                       _________________________

                           ERNEST C. ROESSLER
                       CCB Financial Corporation
                          Post Office Box 931
                     Durham, North Carolina  27702
                             (919) 683-7777
                (Name and address of agent for service)
                                
                                Copy to:
                         ROBERT A. SINGER, Esq.
          Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.
                    230 North Elm Street, Suite 2000
                         Post Office Box 26000
                    Greensboro, North Carolina 27420
                             (910) 373-8850
                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)

        Title of          Amount to    Proposed      Proposed    Amount of
       Securities          be           Maximum      Maximum     Regis-
    to be Registered      Registered   Offering      Aggregate   tration
                                        Price        Offering    Fee (1)
                                       Per Share      Price
Common Stock,             19,343       *             $816,750    $282
$5 par value               shares
Series A Junior                                                  

Participating Pre-        19,343       Not           Not         Not
ferred Stock Purchase     rights       Applicable    Applicable  Applicable
Rights (2)

(1)     The  shares  of  Common Stock are being  offered  to  eligible
  employees  of  Registrant and its direct and  indirect  subsidiaries
  pursuant to options granted to them in accordance with the terms  of
  the  1995  Directors Performance Plan of American Federal Bank,  FSB
  (the   "Plan")  adopted  by  Registrant  in  connection   with   its
  acquisition  of  American  Federal  Bank,  FSB.   Pursuant  to  Rule
  457(h),  the Aggregate Offering Price and the Registration Fee  have
  been  calculated on the basis of the maximum number of shares to  be
  issued  under the Plan and an Offering Price equal to the  price  at
  which  the  shares may be purchased pursuant to the  Plan  upon  the
  exercise of the options.
(2)     The  Series  A  Junior Participating Preferred Stock  Purchase
  Rights   will  be  attached  to  and  trade  with  the   shares   of
  Registrant's Common Stock.

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

     The  following documents filed by Registrant with the  Securities
and  Exchange  Commission  (the  "Commission")  under  the  Securities
Exchange  Act of 1934 (the "Exchange Act") are incorporated herein  by
reference:

        (i)      Registrant's Annual Report on Form  10-K  (Commission
File No. 0-12358) for the year ended December 31, 1996;

        (ii)     Registrant's Current Report on Form 8-K dated January
31, 1997, February 17, 1997, March 19, 1997, April 21, 1997, April 21,
1997, May 13, 1997 and August 1, 1997;

       (iii)     Registrant's Quarterly Reports on Form 10-Q  for  the
quarters ended March 31, 1997 and June 30, 1997; and

        (iv)     The description of the Registrant's stock contained in
its  Current Report on Form 8-K dated July 1, 1983, as amended by Form
8-K/A2 dated June 14, 1996 and its Form 8-A dated July 29, 1996.

     In addition, all documents subsequently filed with the Commission
by  Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of  the
Exchange Act after the date hereof and prior to the filing of a  post-
effective amendment which indicates that all securities being  offered
have  been  sold  or which deregisters all securities  then  remaining
unsold  shall be deemed to be incorporated herein by reference and  to
be a part hereof from the dates of filing of such documents.

Item 4.   Description of Securities

    Not applicable.

Item 5.  Interests of Named Experts and Counsel

     The  validity of the shares of the Registrant's Common Stock that
may  be issued to participants of the Plan will be passed upon for the
Registrant  by  Brooks, Pierce, McLendon, Humphrey & Leonard,  L.L.P.,
who served as counsel to the Registrant with respect to the August  1,
1997  merger  with American Federal Bank, FSB.  Robert  A.  Singer,  a
partner in such firm, beneficially owns, or has sole or shared  voting
control as a trustee or otherwise over, a total of 5,891 shares of the
Registrant's Common Stock.

     The  consolidated financial statements of the  Registrant  as  of
December 31, 1996 and 1995 and for each of the years in the three-year
period  ended  December 31, 1996 have been incorporated  by  reference
herein  in  reliance  upon  the report  of  KPMG  Peat  Marwick,  LLP,
independent  certified  public  accounts,  incorporated  by  reference
herein,  and upon the authority of said firm as experts in  accounting
and auditing,.  KPMG Peat Marwick LLP's report refers to the fact that
on  January 1, 1994, the Registrant adopted the provisions of SFAS No.
115,   "Accounting  for  Certain  Investment  in   Debt   and   Equity
Securities."

Item 6.  Indemnification of Directors and Officers

     Registrant is incorporated under the laws of the State  of  North
Carolina.   North  Carolina's  Business Corporation  Act  (the  "BCA")
contains  provisions  prescribing the extent to  which  directors  and
officers of a corporation shall or may be indemnified.

     The  BCA  permits  a  corporation, with  certain  exceptions,  to
indemnify a current or former officer or director against liability if
he  acted in good faith and he reasonably believed (i) in the case  of
conduct  in  his  official  capacity with the  corporation,  that  his
conduct  was in its best interests, (ii) in all other cases, that  his
conduct was at least not opposed to its best interests and (iii)  with
respect to any criminal action or proceeding, had no reasonable  cause
to  believe his conduct was unlawful.  A corporation may not indemnify
him  in  connection  with  a proceeding by or  in  the  right  of  the
corporation in which he was adjudged liable to the corporation  or  in
connection  with  any  other  proceeding  charging  improper  personal
benefit  to  him,  whether or not involving  action  in  his  official
capacity,  in which he was adjudged liable on the basis that  personal
benefit  was improperly received by him unless and only to the  extent
that  the  court  in  which  such action or  suit  was  brought  shall
determine   upon   application  that,  despite  the  adjudication   of
liability,  but in view of all the circumstances of the  case,  he  is
fairly  and  reasonably  entitled to  indemnity  for  such  reasonable
expenses incurred which the court shall deem proper.

    The BCA requires a corporation to indemnify an officer or director
in  the  defense  of any proceeding to which he was  a  party  against
reasonable expenses to the extent that he is wholly successful on  the
merits  or  otherwise in his defense.  Indemnification under  the  BCA
generally  shall be made by the corporation only upon a  determination
that  indemnification of the director or officer was proper under  the
circumstances because he met the applicable standard of conduct.  Such
determination may be made by (i) the Board of Directors by a  majority
vote  of a quorum consisting of directors who are not parties to  such
proceeding, (ii) if such a quorum is not obtainable, by majority  vote
of  a  committee duly designated by the Board of Directors  consisting
solely  of  two  or  more  directors not at the  time  party  to  such
proceeding,  (iii)  if  such quorum is not  obtainable,  or,  even  if
obtainable  if  a  quorum of disinterested directors  so  directs,  by
independent  legal  counsel  in a written  opinion,  or  (iv)  by  the
stockholders of the corporation.

     The  BCA permits a corporation to provide for indemnification  of
directors  and officers in its Articles of Incorporation or Bylaws  or
by  contract  or otherwise, against liability in various  proceedings,
and  to  purchase and maintain insurance policies on behalf  of  these
individuals.  The Articles of Incorporation of the Registrant  provide
for the elimination of the personal liability for monetary damages for
certain  breaches of fiduciary duty and the Bylaws of  the  Registrant
provide  for  the  indemnification of directors and  officers  to  the
maximum extent permitted by North Carolina law.

Item 7.  Exemption From Registration Claimed

    Not applicable.

Item 8.  Exhibits

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

           4     Specimen  of  Registrant's Common  Stock  certificate
           (incorporated   by  reference  from  Exhibit   4   of   the
           Registrant's  Registration Statement  No.  333-34207  on
           Form S-8)

           5     Opinion  of  Brooks,  Pierce,  McLendon,  Humphrey  &
           Leonard, L.L.P. as to the legality of the securities  being
           registered (filed herewith).

           23.1  Consent of KPMG Peat Marwick LLP (filed herewith).

           23.2  Consent  of  Brooks,  Pierce,  McLendon,  Humphrey  &
           Leonard, L.L.P. (contained in its opinion filed herewith as
           Exhibit 5).

           24    Power of Attorney (filed herewith).

           99    Copy  of 1995 Directors Performance Plan of  American
           Federal Bank, FSB (filed herewith).

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 of 1933;
             
             (ii)     to  reflect  in  the  Prospectus  any  facts  or
                 events  arising  after  the  effective  date  of  the
                 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  the   Registration
                 Statement;
             
             (iii)     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;

           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 by the  Registrant
           pursuant  to Section 13 or Section 15(d) of the  Securities
           Exchange Act of 1934 that are incorporated by reference  in
           the Registration Statement.

       (2)That,  for  purposes 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.
       
       (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  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  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.

    (c)   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.

                           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 Durham,  State
of North Carolina, on August 22, 1997.

                              CCB Financial Corporation
                              (Registrant)
                              
                              
                              By: /s/ ERNEST C. ROESSLER
                              Ernest C. Roessler
                              Vice   Chairman,  President  and   Chief
                              Executive Officer

     Pursuant to the requirements of the Securities Act of 1933,  this
Registration  Statement on Form S-8 has been signed by  the  following
persons in the capacities and on the dates indicated.

         Signature                Title                     Date
                                                         
/s/ ERNEST C. ROESSLER        Vice Chairman, President,   August 22, 1997
Ernest C. Roessler            Chief Executive Officer
                              and Director
                              (principal executive
                              officer)
                              
*/s/ ROBERT L. SAVAGE, JR.    Senior Vice President and   August 22, 1997
Robert L. Savage, Jr.         Chief Financial Officer
                              (principal financial
                               officer)
                              
/s/ W. HAROLD PARKER, JR.     Senior Vice President and   August 22, 1997
W. Harold Parker, Jr.         Controller
                              (principal accounting
                               officer)
                              
__________________            Chairman of the Board of    August __, 1997
W. L. Burns, Jr.              Directors

*/s/ JOHN M. BARNHARDT        Director                    August 22, 1997
John M. Barnhardt

*/s/  J. HARPER BEALL, III    Director                    August 22, 1997
J. Harper Beall, III

*/s/  JAMES B. BRAME, JR.     Director                    August 22, 1997
James B. Brame, Jr.

__________________            Director                    August __, 1997
Timothy B. Burnett

*/s/  EDWARD S. HOLMES        Director                    August 22, 1997
Edward S. Holmes

*/s/  BONNIE MCELVEEN-HUNTER  Director                    August 22, 1997
Bonnie McElveen-Hunter

*/s/  DAVID B. JORDAN         Vice Chairman and Director  August 22, 1997
David B. Jordan

__________________            Director                    August __, 1997
Owen G. Kenan

*/s/  EUGENE J. MCDONALD      Director                    August 22, 1997
Eugene J. McDonald

__________________            Director                    August __, 1997
Hamilton W. McKay, Jr., M.D.

__________________            Director                    August __, 1997
George J. Morrow

*/s/  ERIC B. MUNSON          Director                    August 22, 1997
Eric B. Munson

*/s/ MILES J. SMITH, JR.      Director                    August 22, 1997
Miles J. Smith, Jr.

*/s/  JIMMY K. STEGALL        Director                    August 22, 1997
Jimmy K. Stegall

*/s/ H. ALLEN TATE, JR.       Director                    August 22, 1997
H. Allen Tate, Jr.

__________________            Director                    August __, 1997
James L. Williamson

__________________            Director                    August __, 1997
Dr. Phail Wynn, Jr.

*/s/ W. HAROLD PARKER, JR.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX

Exhibit
Number         Description

  4     Specimen of
        Registrant's Common Stock             Incorporated by
                                              reference

  5     Opinion of Brooks, Pierce, McLendon,
        Humphrey & Leonard, L.L.P. as to the
        legality of the securities being registered

 23.1   Consent of KPMG Peat Marwick LLP

 23.2   Consent of Brooks, Pierce, McLendon,
        Humphrey & Leonard, L.L.P.            Included in Exhibit 5

  24    Power of Attorney

  99    Copy of 1995 Directors Performance Plan of
        American Federal Bank, FSB