As filed with the Securities and Exchange Commission on November 24, 1999
                                             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)
                       _________________________

                       STONE STREET BANCORP, INC.
                           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:
                         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
                             (336) 373-8850
                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)
                              Proposed     Proposed        Amount of
Title of          Amount to   Maximum      Maximum         Registration
Securities         be         Offering     Aggregate       Fee(1)
to be Registered  Registered  Price        Offering
                              Per Share    Price
Common Stock, $5    82,059      $45.32     $3,718,913.88     $981.79
par value           shares
Series A Junior
Participating       82,059    Not          Not             Not
Preferred Stock     rights    Applicable   Applicable      Applicable
Purchase Rights

(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 Stone Street Bancorp, Inc.  Stock Option Plan (the "Plan")
  adopted by Registrant in connection with its acquisition of Stone
  Street  Bancorp,  Inc.   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, 1998;

       (ii)    Registrant's Current Reports on Form 8-K dated April
14, 1999, April 27, 1999 and June 28, 1999;

       (iii)    Registrant's Quarterly Reports on Form 10-Q for the
quarters  ended  March 31, 1999, June 30, 1999  and  September  30,
1999; 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 Form 8-K/A3 dated  October  1,
1998 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

    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   4.1   of
           Registrant's Current Report on Form 8-K dated October 1,
           1998).

           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 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 Stone Street Bancorp, Inc. 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 November 23, 1999.

                                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 on Form S-8 has been  signed  by  the
following persons in the capacities and on the dates indicated.

  Signature                        Capacity               Date
/s/ ERNEST C. ROESSLER*           Chairman of the Board  November 23, 1999
Ernest C. Roessler                of Directors and
                                  President
                                   (principal executive
                                  officer)
/s/ SHELDON M. FOX*               Executive Vice         November 23, 1999
Sheldon M. Fox                    President and Chief
                                  Financial Officer
                                   (principal financial
                                  officer)
/s/ W. HAROLD PARKER, JR.*        Senior Vice President  November 23, 1999
W. Harold Parker, Jr.             and Controller
                                   (principal
                                  accounting officer)

/s/ WILLIAM L. ABERCROMBIE, JR.*  Vice Chairman and      November 23, 1999
William L. Abercrombie, Jr.       Director

____________________              Director               November ___, 1999
J. Harper Beall, III

/s/ JAMES B. BRAME, JR.*          Director               November 23, 1999
James B. Brame, Jr.

/s/ TIMOTHY B. BURNETT*           Director               November 23, 1999
Timothy B. Burnett

____________________              Director               November ___, 1999
Blake P. Garrett, Jr.

/s/ EDWARD S. HOLMES*             Director               November 23, 1999
Edward S. Holmes

/s/ DAVID B. JORDAN*              Vice Chairman and      November 23, 1999
David B. Jordan                   Director

____________________              Director               November ___, 1999
C. Dan Joyner

____________________              Director               November ___, 1999
Owen G. Kenan

/s/ EUGENE J. McDONALD*           Executive Vice         November 23, 1999
Eugene J. McDonald                Chairman and Director

____________________              Director               November ___, 1999
Bonnie McElveen-Hunter

/s/ HAMILTON W. McKAY, JR.*       Director               November 23, 1999
Hamilton W. McKay, Jr., M.D.

____________________              Director               November ___, 1999
George J. Morrow

/s/ ERIC B. MUNSON*               Director               November 23, 1999
Eric B. Munson

____________________              Director               November ___, 1999
David E. Shi

/s/ JIMMY K. STEGALL*             Director               November 23, 1999
Jimmy K. Stegall

/s/ H. ALLEN TATE, JR.*           Director               November 23, 1999
H. Allen Tate, Jr.

____________________              Director               November ___, 1999
James L. Williamson

/s/ PHAIL WYNN, JR.*              Director               November 23, 1999
Dr. Phail Wynn, Jr.


* BY:/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 to be registered

23.1  Consent of KPMG LLP

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

24    Power of Attorney

99    Copy of Stone Street Bancorp, Inc. Stock Option Plan
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 17810}]
{"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": "333-91581", "film-number": "99763602"}, "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 November 24, 1999
                                             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)
                       _________________________

                       STONE STREET BANCORP, INC.
                           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:
                         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
                             (336) 373-8850
                       _________________________

                 CALCULATION OF REGISTRATION FEE (1)
                              Proposed     Proposed        Amount of
Title of          Amount to   Maximum      Maximum         Registration
Securities         be         Offering     Aggregate       Fee(1)
to be Registered  Registered  Price        Offering
                              Per Share    Price
Common Stock, $5    82,059      $45.32     $3,718,913.88     $981.79
par value           shares
Series A Junior
Participating       82,059    Not          Not             Not
Preferred Stock     rights    Applicable   Applicable      Applicable
Purchase Rights

(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 Stone Street Bancorp, Inc.  Stock Option Plan (the "Plan")
  adopted by Registrant in connection with its acquisition of Stone
  Street  Bancorp,  Inc.   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, 1998;

       (ii)    Registrant's Current Reports on Form 8-K dated April
14, 1999, April 27, 1999 and June 28, 1999;

       (iii)    Registrant's Quarterly Reports on Form 10-Q for the
quarters  ended  March 31, 1999, June 30, 1999  and  September  30,
1999; 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 Form 8-K/A3 dated  October  1,
1998 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

    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   4.1   of
           Registrant's Current Report on Form 8-K dated October 1,
           1998).

           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 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 Stone Street Bancorp, Inc. 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 November 23, 1999.

                                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 on Form S-8 has been  signed  by  the
following persons in the capacities and on the dates indicated.

  Signature                        Capacity               Date
/s/ ERNEST C. ROESSLER*           Chairman of the Board  November 23, 1999
Ernest C. Roessler                of Directors and
                                  President
                                   (principal executive
                                  officer)
/s/ SHELDON M. FOX*               Executive Vice         November 23, 1999
Sheldon M. Fox                    President and Chief
                                  Financial Officer
                                   (principal financial
                                  officer)
/s/ W. HAROLD PARKER, JR.*        Senior Vice President  November 23, 1999
W. Harold Parker, Jr.             and Controller
                                   (principal
                                  accounting officer)

/s/ WILLIAM L. ABERCROMBIE, JR.*  Vice Chairman and      November 23, 1999
William L. Abercrombie, Jr.       Director

____________________              Director               November ___, 1999
J. Harper Beall, III

/s/ JAMES B. BRAME, JR.*          Director               November 23, 1999
James B. Brame, Jr.

/s/ TIMOTHY B. BURNETT*           Director               November 23, 1999
Timothy B. Burnett

____________________              Director               November ___, 1999
Blake P. Garrett, Jr.

/s/ EDWARD S. HOLMES*             Director               November 23, 1999
Edward S. Holmes

/s/ DAVID B. JORDAN*              Vice Chairman and      November 23, 1999
David B. Jordan                   Director

____________________              Director               November ___, 1999
C. Dan Joyner

____________________              Director               November ___, 1999
Owen G. Kenan

/s/ EUGENE J. McDONALD*           Executive Vice         November 23, 1999
Eugene J. McDonald                Chairman and Director

____________________              Director               November ___, 1999
Bonnie McElveen-Hunter

/s/ HAMILTON W. McKAY, JR.*       Director               November 23, 1999
Hamilton W. McKay, Jr., M.D.

____________________              Director               November ___, 1999
George J. Morrow

/s/ ERIC B. MUNSON*               Director               November 23, 1999
Eric B. Munson

____________________              Director               November ___, 1999
David E. Shi

/s/ JIMMY K. STEGALL*             Director               November 23, 1999
Jimmy K. Stegall

/s/ H. ALLEN TATE, JR.*           Director               November 23, 1999
H. Allen Tate, Jr.

____________________              Director               November ___, 1999
James L. Williamson

/s/ PHAIL WYNN, JR.*              Director               November 23, 1999
Dr. Phail Wynn, Jr.

* BY:/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 to be registered

23.1  Consent of KPMG LLP

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

24    Power of Attorney

99    Copy of Stone Street Bancorp, Inc. Stock Option Plan