As filed with the Securities and Exchange Commission on August 14, 1995
                                               Registration No. 33-_____


                   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)

                       _________________________

                        OMNI CAPITAL GROUP, INC.
                    1988 INCENTIVE STOCK OPTION PLAN
                        (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:
                        Anthony Gaeta, Jr., Esq.
                          Ward and Smith, P.A.
                    Two Hannover Square, Suite 2400
                          Post Office Box 2091
                  Raleigh, North Carolina  27602-2091
                             (919) 836-1800

                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)
                               Proposed       Proposed      Amount of
  Title of     Amount to be     Maximum        Maximum    Registration
 Securities     Registered     Offering       Aggregate      Fee(1)
    to be                        Price        Offering
 Registered                    Per Share        Price
Common                                                          
Stock,            151,500          *         $1,762,422      $607.73
  $5 par
value

(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  Omni
     Capital  Group, Inc. 1988 Incentive Stock Option Plan (the  "Plan")
     adopted  by  Registrant  in  connection  with  its  acquisition  of
     Security  Capital Bancorp.  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.
<PAGE>
  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,
1994;

        (ii)         Registrant's Current Report on Form 8-K
dated May 19, 1995 and two Current Reports on Form 8-K both dated
July 17, 1995.

       (iii)         Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.

     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

    Not applicable.

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
<PAGE>
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 to Exhibit 4 of
           Registrant's Registration Statement on Form S-8  dated
           April 19, 1993).

           5       Opinion  of  Ward and Smith, P.A.  as  to  the
           legality  of  the  securities being registered  (filed
           herewith).
<PAGE>
           23.1     Consent  of  KPMG  Peat  Marwick  LLP  (filed
           herewith).

           23.2    Consent of Ward and Smith, P.A. (contained  in
           its opinion filed herewith as Exhibit 5).

           24     Power of Attorney (filed herewith).

           99     Copy of Omni Capital Group, Inc. 1988 Incentive
           Stock Option Plan (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.
<PAGE>
                          (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.
<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 Durham, State of North Carolina, on August 10, 1995.

                                CCB Financial Corporation
                                (Registrant)


                                By:*/s/ Ernest C. Roessler
                                   Ernest C. Roessler

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


         Signature                 Title             Date
*/s/Ernest C. Roessler         Vice Chairman,   August 10, 1995
Ernest C. Roessler              President and
                                Director
                                (Principal
                                Executive
                                Officer)
/s/W. Harold Parker, Jr.       Senior Vice      August 10, 1995
W. Harold Parker, Jr.           President and
                                Controller
                                (Principal
                                Financial and
                                Accounting
                                Officer)

*/s/W. L. Burns, Jr.           Chairman of the  August 9, 1995
W. L. Burns, Jr.                Board of
                                Directors
*/s/David B. Jordan            Vice Chairman    August 9, 1995
David B. Jordan                and
                                Director
*/s/John M. Barnhardt          Director         August 9, 1995
John M. Barnhardt

*/s/J. Harper Beall, III       Director         August 8, 1995
J. Harper Beall, III

*/s/James B. Brame, Jr.        Director         August 9, 1995
James B. Brame, Jr.

                               Director         August __, 1995
Timothy B. Burnett
<PAGE>
*/s/Edward S. Holmes           Director         August 9, 1995
Edward S. Holmes

                               Director         August __, 1995
Owen G. Kenan

*/s/Eugene J. McDonald         Director         August 9, 1995
Eugene J. McDonald

*/s/Hamilton W. McKay,         Director         August 9, 1995
Jr.,M.D.
Hamilton W. McKay, Jr., M.D.

*/s/Eric B. Munson             Director         August 9, 1995
Eric B. Munson

                               Director         August __, 1995
J. G. Rutledge, III

*/s/Miles J. Smith, Jr.        Director         August 9, 1995
Miles J. Smith, Jr.

*/s/Jimmy K. Stegall           Director         August 9, 1995
Jimmy K. Stegall

*/s/H. Allen Tate, Jr.         Director         August 10, 1995
H. Allen Tate, Jr.

                               Director         August __, 1995
James L. Williamson

                               Director         August __, 1995
Dr. Phail Wynn, Jr.

*By: /s/W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-fact
<PAGE>
                            EXHIBIT INDEX

Exhibit                                              Sequential
Number                   Description                 Page Number

  4        Specimen of Registrant's Common Stock     Incorporated by
                                                     reference

  5        Opinion of Ward and Smith, P.A. as               9
           to the legality of the securities
           being registered

23.1       Consent of KPMG Peat Marwick LLP                11

23.2       Consent of Ward and Smith, P.A.           Included
                                                     in Exhibit 5

24         Power of Attorney                                12

99         Copy of Omni Capital Group, Inc. 1988
           Incentive Stock Option Plan.                     15


AG\RTP
RLMAIN\7292.
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17600}]
As filed with the Securities and Exchange Commission on August 14, 1995
                                               Registration No. 33-_____

                   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)

                       _________________________

                        OMNI CAPITAL GROUP, INC.
                    1988 INCENTIVE STOCK OPTION PLAN
                        (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:
                        Anthony Gaeta, Jr., Esq.
                          Ward and Smith, P.A.
                    Two Hannover Square, Suite 2400
                          Post Office Box 2091
                  Raleigh, North Carolina  27602-2091
                             (919) 836-1800

                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)
                               Proposed       Proposed      Amount of
  Title of     Amount to be     Maximum        Maximum    Registration
 Securities     Registered     Offering       Aggregate      Fee(1)
    to be                        Price        Offering
 Registered                    Per Share        Price
Common                                                          
Stock,            151,500          *         $1,762,422      $607.73
  $5 par
value

(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  Omni
     Capital  Group, Inc. 1988 Incentive Stock Option Plan (the  "Plan")
     adopted  by  Registrant  in  connection  with  its  acquisition  of
     Security  Capital Bancorp.  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.
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,
1994;

        (ii)         Registrant's Current Report on Form 8-K
dated May 19, 1995 and two Current Reports on Form 8-K both dated
July 17, 1995.

       (iii)         Registrant's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1995 and June 30, 1995.

     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

    Not applicable.

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 to Exhibit 4 of
           Registrant's Registration Statement on Form S-8  dated
           April 19, 1993).

           5       Opinion  of  Ward and Smith, P.A.  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 Ward and Smith, P.A. (contained  in
           its opinion filed herewith as Exhibit 5).

           24     Power of Attorney (filed herewith).

           99     Copy of Omni Capital Group, Inc. 1988 Incentive
           Stock Option Plan (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 10, 1995.

                                CCB Financial Corporation
                                (Registrant)

                                By:*/s/ Ernest C. Roessler
                                   Ernest C. Roessler

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

         Signature                 Title             Date
*/s/Ernest C. Roessler         Vice Chairman,   August 10, 1995
Ernest C. Roessler              President and
                                Director
                                (Principal
                                Executive
                                Officer)
/s/W. Harold Parker, Jr.       Senior Vice      August 10, 1995
W. Harold Parker, Jr.           President and
                                Controller
                                (Principal
                                Financial and
                                Accounting
                                Officer)

*/s/W. L. Burns, Jr.           Chairman of the  August 9, 1995
W. L. Burns, Jr.                Board of
                                Directors
*/s/David B. Jordan            Vice Chairman    August 9, 1995
David B. Jordan                and
                                Director
*/s/John M. Barnhardt          Director         August 9, 1995
John M. Barnhardt

*/s/J. Harper Beall, III       Director         August 8, 1995
J. Harper Beall, III

*/s/James B. Brame, Jr.        Director         August 9, 1995
James B. Brame, Jr.

                               Director         August __, 1995
Timothy B. Burnett
*/s/Edward S. Holmes           Director         August 9, 1995
Edward S. Holmes

                               Director         August __, 1995
Owen G. Kenan

*/s/Eugene J. McDonald         Director         August 9, 1995
Eugene J. McDonald

*/s/Hamilton W. McKay,         Director         August 9, 1995
Jr.,M.D.
Hamilton W. McKay, Jr., M.D.

*/s/Eric B. Munson             Director         August 9, 1995
Eric B. Munson

                               Director         August __, 1995
J. G. Rutledge, III

*/s/Miles J. Smith, Jr.        Director         August 9, 1995
Miles J. Smith, Jr.

*/s/Jimmy K. Stegall           Director         August 9, 1995
Jimmy K. Stegall

*/s/H. Allen Tate, Jr.         Director         August 10, 1995
H. Allen Tate, Jr.

                               Director         August __, 1995
James L. Williamson

                               Director         August __, 1995
Dr. Phail Wynn, Jr.

*By: /s/W. Harold Parker, Jr.
W. Harold Parker, Jr., Attorney-in-fact
EXHIBIT INDEX

Exhibit                                              Sequential
Number                   Description                 Page Number

  4        Specimen of Registrant's Common Stock     Incorporated by
                                                     reference

  5        Opinion of Ward and Smith, P.A. as               9
           to the legality of the securities
           being registered

23.1       Consent of KPMG Peat Marwick LLP                11

23.2       Consent of Ward and Smith, P.A.           Included
                                                     in Exhibit 5

24         Power of Attorney                                12

99         Copy of Omni Capital Group, Inc. 1988
           Incentive Stock Option Plan.                     15

AG\RTP
RLMAIN\7292.