As filed with the Securities and Exchange Commission on June 24, 1998
                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              CENTURA BANKS, INC.
           (Exact name of Registrant as specified in its charter)


          North Carolina                               56-1688522
    (State of Incorporation)                (IRS Employer Identification No.)

         134 North Church Street, Rocky Mount, North Carolina 27804
                  (Address of principal executive offices)


            CENTURA BANKS, INC. OMNIBUS EQUITY COMPENSATION PLAN

                           (Full title of the Plan)


                              Joseph A. Smith, Jr.
                     General Counsel and Corporate Secretary
                               Centura Banks, Inc.
                             134 North Church Street
                        Rocky Mount, North Carolina 27804
                                 (252) 454-4000
           (Name, address, and telephone number of agent for service)

                                   Copies to:

                           Michael S. Colo, III, Esq.
                            Poyner & Spruill, L.L.P.
                               Post Office Box 353
                        Rocky Mount, North Carolina 27804
                                 (252) 446-2341


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





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<PAGE>



                          (Continuation of Facing Page)



                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
<S>              <C>               <C>              <C>               <C>    

                                    Proposed         Proposed
Title of          Amount            Maximum          Maximum
Securities        to be             Offering         Aggregate         Amount of
to be             Registered        Price Per        Offering          Registration
Registered        (1)(2)            Share (3)        Price (3)         Fee (3)
------------------------------------------------------------------------------------------

Common Stock      1,500,000         $62.75           $94,125,000       $27,766.88
(no par value)    Shares
------------------------------------------------------------------------------------------
</TABLE>

(1)      Represents  additional shares of Common Stock not previously registered
         as part of the Registrant's  Post-Effective Amendment No. 1 to Form S-4
         Registration   Statement  on  Form  S-8  Registration   Statement  (No.
         33-33773)  and  as  part  of the  Registrant's  Form  S-8  Registration
         Statement (No. 33-63496).

(2)      Plus such additional number of shares as may be required under the Plan
         in the event of a stock dividend, split-up of shares, recapitalization,
         or other similar change in the Common Stock.

(3)      Estimated pursuant to Rule 457(h)(1) solely for purposes of calculating
         the registration fee, upon the basis of the average of the high and low
         prices for the Common Stock as reported on the New York Stock  Exchange
         Composite Tape on June 18, 1998.


<PAGE>





                                  Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         This Registration  Statement relates to the registration of One Million
Five Hundred Thousand  (1,500,000)  additional shares of the no par value common
stock ("Common Stock") of Centura Banks, Inc. (the "Registrant") for issuance or
delivery under the Centura Banks,  Inc.  Omnibus Equity  Compensation  Plan (the
"Plan"). Five Hundred Thousand (500,000) shares of the Registrant's Common Stock
were  originally  registered  for issuance or delivery under the Plan as part of
the  Registrant's  Post-Effective  Amendment  No.  1 to  Form  S-4  Registration
Statement on Form S-8 (No.  33-33773).  An  additional  One Million  (1,000,000)
shares of the  Registrant's  Common Stock were also  registered  for issuance or
delivery  under  the  Plan as part of the  Registrant's  Form  S-8  Registration
Statement  (No.  33-63496).  This  Registration  Statement  also  relates  to an
indeterminant  number of  additional  shares that may be necessary to adjust the
number of shares  reserved  for  issuance or delivery  pursuant to the Plan as a
result of a  reclassification,  reorganization,  recapitalization,  stock split,
stock  dividend,  or similar  occurrence that makes an adjustment of shares just
and  appropriate.  Documents  containing the information  specified in Part I of
Form S-8 will be sent or given to  participants  under the Plan as  specified by
Rule 428(b)(1).


Item 2.  Registrant Information and Employee Plan Annual Information.

         See response to Item 1 above.



                                  Part II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

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

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
             December 31, 1997.

         (b) The Registrant's  Quarterly Reports on Form 10-Q filed
<PAGE>

             for the quarterly periods ended after December 31, 1997.

         (c) The  Registrant's  Current Reports on Form 8-K filed after December
             31, 1997.

         (d) The description of the Registrant's  Common Stock contained in
             the  Registrant's  registration  statement  on Form 8-A  filed
             October 19, 1990 under the Exchange  Act,  including any other
             amendment  or report  filed for the purpose of  updating  such
             description.

         Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation  S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.

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

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


Item 4.  Description of Securities.

         The  Registrant's  Common Stock is  registered  under Section 12 of the
Exchange Act.
<PAGE>


Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Registrant  by Poyner &  Spruill,  L.L.P.,  Counsel to the
Registrant.  Charles T. Lane,  a partner  with  Poyner & Spruill,  L.L.P.,  is a
director of the Registrant. As of December 31, 1997, Mr. Lane owned beneficially
28,518 shares of the Registrant's Common Stock, and other members of the firm of
Poyner & Spruill,  L.L.P.  beneficially  owned, in the aggregate,  approximately
30,296 shares of the Registrant's Common Stock.


Item 6.  Indemnification of Directors and Officers.

         Sections  55-8-50  through  55-8-58 of the  General  Statutes  of North
Carolina provide for  indemnification  of directors,  officers,  employees,  and
agents  of a North  Carolina  corporation.  Subject  to  certain  exceptions,  a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a director  against  liability  incurred in the  proceeding  if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interests and (b) in all other cases,  that his conduct was at least
not  opposed  to its best  interests;  and  (iii)  in the  case of any  criminal
proceeding,  he had no  reasonable  cause to believe his  conduct was  unlawful.
Moreover,  unless limited by its articles of  incorporation,  a corporation must
indemnify a director who was wholly successful,  on the merits or otherwise,  in
the  defense of any  proceeding  to which he was a party  because he is or was a
director  of the  corporation  against  reasonable  expenses  incurred by him in
connection with the proceeding.  Expenses  incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding as authorized by the board of directors in the specific case or
as authorized or required  under any provision in the articles of  incorporation
or bylaws  or by any  applicable  resolution  or  contract  upon  receipt  of an
undertaking  by or on behalf of a director to repay such amount  unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation  against such expenses.  A director may also apply for court-ordered
indemnification under certain circumstances.

         Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a  corporation  is entitled to  mandatory  indemnification  and is
entitled  to apply for  court-ordered  indemnification  to the same  extent as a
director;  (ii) the corporation may indemnify or advance expenses to an officer,
employee,  or agent of a  corporation  to the same extent as to a director;  and
(iii) a  corporation  may also  indemnify  or advance  expenses  to an  officer,
employee,  or agent who is not a director
<PAGE>

to the extent,  consistent with public policy, that may be provided by its 
articles of incorporation,  bylaws,  general or specific action of its board of
directors, or contract.

         In addition  and  separate  and apart from the  indemnification  rights
discussed  above,  the above-cited  statutes  further provide that a corporation
may, in its articles of incorporation  or bylaws,  or by contract or resolution,
indemnify or agree to indemnify any one of its directors,  officers,  employees,
or agents against  liability and expenses in any proceeding  (including  without
limitation  a  proceeding  brought  by or on behalf of the  corporation  itself)
arising out of their status as such or their  activities in any of the foregoing
capacities;  provided, however, that a corporation may not indemnify or agree to
indemnify a person against  liability or expenses he may incur on account of his
activities  which were at the time taken  known or believed by him to be clearly
in conflict  with the best  interests  of the  corporation.  A  corporation  may
likewise and to the same extent  indemnify or agree to indemnify any person who,
at the request of the  corporation,  is or was  serving as a director,  officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership,  joint  venture,  trust,  or other  enterprise  or as a trustee  or
administrator   under  an  employee   benefit  plan.   Any  such  provision  for
indemnification may also include provisions for recovery from the corporation of
reasonable  costs,   expenses,  and  attorneys'  fees  in  connection  with  the
enforcement  of rights to  indemnification  and may further  include  provisions
establishing  reasonable  procedures  for  determining  and enforcing the rights
granted therein.

         As  permitted  by the North  Carolina  statutory  provisions  explained
above,  Article  IX,  Section 4 of the  Bylaws  of the  Registrant  provides  as
follows:

                  Any person who at any time  serves or has served as a director
         or officer of the Corporation,  or at the request of the Corporation is
         or was serving as an officer,  director,  agent,  partner,  trustee, or
         employee for any other  foreign or domestic  corporation,  partnership,
         joint venture, trust, employee benefit plan, or other enterprise, shall
         be  indemnified  by the  Corporation to the fullest extent from time to
         time  permitted by law in the event he is made,  or is threatened to be
         made, a party to any threatened,  pending or completed civil, criminal,
         administrative,   investigative   or  arbitrative   action,   suit,  or
         proceeding  and any appeal  therein  (and any inquiry or  investigation
         that could lead to such  action,  suit or  proceeding),  whether or not
         brought by or on behalf of the Corporation,  seeking to hold him liable
         by  reason of the fact that he is or was  acting in such  capacity.  In
         addition,   the  Board  may  provide  such  indemnification  for  other
         employees and agents of the
<PAGE>

         Corporation as it deems appropriate.

                  The rights of those receiving indemnification hereunder shall,
         to the fullest  extent from time to time  permitted  by law,  cover (i)
         reasonable  expenses,  including without limitation all attorneys' fees
         actually and  necessarily  incurred by him in connection  with any such
         action,  suit, or proceeding;  (ii) all reasonable payments made by him
         in  satisfaction  of any  judgment,  money decree,  fine  (including an
         excise tax assessed with respect to an employee benefit plan), penalty,
         or settlement for which he may have become liable in such action, suit,
         or proceeding;  and (iii) all reasonable expenses incurred in enforcing
         the indemnification rights provided herein.

                  Expenses  incurred by a director in defending a proceeding may
         be paid by the Corporation in advance of the final  disposition of such
         proceeding as authorized by the Board of Directors in the specific case
         or as authorized or required under any provision in the Bylaws or by an
         applicable  resolution or contract upon receipt of an undertaking by or
         on  behalf  of the  director  to repay  such  amounts  unless  it shall
         ultimately be determined  that he is entitled to be  indemnified by the
         Corporation against such expenses.

                  The board of directors of the Corporation  shall take all such
         action as may be necessary and appropriate to authorize the Corporation
         to pay the  indemnification  required by this bylaw,  including without
         limitation, to the extent needed, making a good faith evaluation of the
         manner in which the claimant for indemnity  acted and of the reasonable
         amount of indemnity due him.

                  Any person who at any time  serves or has served in any of the
         aforesaid  capacities  for or on  behalf  of the  Corporation  shall be
         deemed  to be  doing  or to  have  done  so in  reliance  upon,  and as
         consideration  for, the right of  indemnification  provided herein. Any
         repeal or modification of these  indemnification  provisions  shall not
         affect any rights or obligations existing at the time of such repeal or
         modification. The rights provided for herein shall inure to the benefit
         of the  legal  representatives  of any such  person  and  shall  not be
         exclusive  of any other  rights to which such  person  may be  entitled
         apart from the provisions of this bylaw.

                  The rights  granted  herein shall not be limited by the  
         provisions  contained in N.C. Gen. Stat. ss.55-8-51 (or its successor).
<PAGE>

         As permitted by applicable  statutes,  the  Registrant  has purchased a
standard  directors'  and  officers'  liability  policy  which will,  subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become  legally  obligated to pay as a result of any negligent act,
error,  or omission  committed by  directors  or officers  while acting in their
capacities as such.

         The indemnification  provisions in the Bylaws may be sufficiently broad
to  permit  indemnification  of the  Registrant's  officers  and  directors  for
liabilities  arising  under the  Securities  Act of 1933,  as amended (the "1933
Act").


Item 7.  Exemption from Registration Claimed.

         Not Applicable.


Item 8.  Exhibits.
<TABLE>
<CAPTION>
<S>                            <C>                                                           <C>    

Exhibit No.                     Description                                                   Reference

         4.1                    Excerpts from the Registrant's                                Incorporated
                                Articles of Incorporation and                                 by Reference
                                Bylaws   relating  to  rights  
                                of  holders  of  the Registrant's   
                                capital   stock   (incorporated   
                                by reference  to  Exhibit 4 of the  
                                Registrant's Form S-4 Registration   
                                Statement  No.  33-33773  filed
                                with the Commission on March 8, 1990).


         4.2                    Centura Banks, Inc. Omnibus                                   Incorporated
                                Equity Compensation Plan                                      by Reference
                                as Amended and Restated
                                effective April 16, 1997
                                (incorporated by reference to
                                the identified exhibit of the
                                Registrant's Form 10-K Annual
                                Report filed with the
                                Commission on March 11, 1998).

         4.3                    Amendment to the Centura                                      Filed herewith
                                Banks, Inc. Omnibus Equity
                                Compensation Plan dated
                                February 18, 1998.
<PAGE>

         5                      Opinion of Poyner & Spruill,                                  Filed herewith
                                L.L.P.

         23.1                   Consent of Poyner & Spruill,                                  Filed herewith
                                L.L.P. (included in Exhibit 5).


         23.2                   Consent of KPMG Peat Marwick LLP.                             Filed herewith

         24                     Power of Attorney from                                        Filed herewith
                                Directors and Officers of
                                Registrant.
</TABLE>


Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

             (i)      To include any prospectus required by Section 10(a)(3) of 
         the 1933 Act;

             (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  (1)(i) and (1)(ii)  above do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and 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  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be
<PAGE>

deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the 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 that remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by 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 hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  sealed  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 1933 Act and will be governed by the
final adjudication of such issue.


<PAGE>



                      SIGNATURES AND POWER OF ATTORNEY

         The Registrant.  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 Rocky Mount,  State of North Carolina,  on the
17th day of June, 1998.

                                          CENTURA BANKS, INC.
                                              Registrant


                                        /s/ Cecil W. Sewell, Jr.

                                        By:_________________________________
                                            Cecil W. Sewell, Jr.
                                            Chairman of the Board, President,
                                            and Chief Executive Officer


         Power of Attorney.  Each person whose signature  appears below appoints
Joseph A. Smith, Jr., General Counsel and Corporate Secretary of the Registrant,
with  full  power of  substitution,  as  attorney-in-fact  to  execute  in their
respective  names on their  behalf  individually,  and in each  capacity  stated
below,  the  Registration  Statement  and  one  or  more  amendments  (including
post-effective amendments) to the Registration Statement as the attorney-in-fact
and  to  file  any  such  Registration   Statement  and  any  amendment  to  the
Registration Statement with the Securities and Exchange Commission.

         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 dates indicated.

Signature                      Capacity                            Date

* /s/ Cecil W. Sewell, Jr.     Chairman of the Board,              June 17, 1998
__________________________
1998                           Director, President, and
Cecil W. Sewell, Jr.           Chief Executive Officer


*                              Director
Frank L. Pattillo

<PAGE>

*                              Director
William H. Wilkerson


*                             Chief Financial Officer
Steven J. Goldstein


*                             Chief Accounting Officer
Ann K. Lawson


*                             Director
William H. Kincheloe


*                             Director
O. Tracy Parks III


*                             Director
Richard H. Barnhardt


*                             Director
Charles T. Lane


*                             Director
Bernard W. Franklin


*                             Director
Thomas A. Betts, Jr.


*                             Director
C. Wood Beasley


*                             Director
Alexander P. Thorpe III


*                             Director
John H. High


*                             Director
Robert L. Hubbard
<PAGE>


*                             Director
H. Tate Bowers


*                             Director
Ernest L. Evans


*                             Director
Michael K. Hooker


*                             Director
Susan E. Gravely


*                             Director
Dean E. Painter, Jr.


*                             Director
Joseph H. Nelson


*                             Director
George T. Stronach III


*                             Director
Charles P. Wilkins


*                             Director
Charles M. Reeves, III


*                             Director
William H. Redding, Jr.

     
    /s/ Joseph A. Smith, Jr.
*By:__________________________                     June 17, 1998
    Joseph A. Smith, Jr.
    Attorney-in-Fact


<PAGE>



                                EXHIBIT INDEX



<TABLE>
<CAPTION>
<S>                            <C>                                                           <C>

Exhibit No.                     Description                                                   Reference

         4.1                    Excerpts from the Registrant's Articles of                    Incorporated
                                Incorporation and Bylaws relating to rights                   by Reference
                                of holders of the Registrant's capital stock
                                (incorporated  by reference to Exhibit 4 of
                                the Registrant's Form S-4 Registration Statement
                                No.  33-33773 filed with the Commission on 
                                March 8, 1990).


         4.2                    Centura Banks, Inc. OmnibusEquity Compensation               Incorporated
                                Plan as Amended and Restated effective April 16,             by Reference
                                1997 (incorporated  by reference to the 
                                identified exhibit  of the Registrant's Form 
                                10-K Annual Report filed with the Commission on 
                                March 11, 1998).


         4.3                    Amendment to the Centura Banks, Inc. Omnibus                 Filed herewith
                                Equity Compensation Plan dated February 18,
                                1998.
                                

         5                      Opinion of Poyner & Spruill, L.L.P.                          Filed herewith
                                

         23.1                   Consent of Poyner & Spruill, L.L.P. (included                Filed herewith
                                in Exhibit 5).


         23.2                   Consent of KPMG Peat Marwick LLP.                            Filed herewith

         24                     Power of Attorney from Directors and Officers                Filed herewith
                                of Registrant.
</TABLE>


<PAGE>










                               Exhibit 4.3


<PAGE>



NORTH CAROLINA                AMENDMENT TO THE
                             CENTURA BANKS, INC.
NASH COUNTY           OMNIBUS EQUITY COMPENSATION PLAN


         THIS AMENDMENT,  made and entered into this 18th day of February, 1998,
by CENTURA BANKS, INC., a North Carolina corporation (the "Employer");

                                 WITNESSETH:

         WHEREAS,  the  Employer  has  previously  established  and  adopted the
Centura Banks,  Inc.  Omnibus  Equity  Compensation  Plan (the "Plan"),  for the
benefit of executives and key employees of the Employer; and

         WHEREAS, pursuant to Section  14.1 of the Plan, the Employer  reserves 
the right to amend or modify the Plan at any time; and

         WHEREAS,  the Employer desires to amend the Plan to increase the number
of shares of Stock which are subject to an Award under the Plan, effective April
15, 1998,  subject to the  approval of the  amendment by a majority of the votes
cast by the holders of the Bank's Common Stock at the next annual  stockholders'
meeting;

         NOW,  THEREFORE,  in  consideration  of the  premises  and the acts and
covenants hereinafter set forth, the Plan is hereby amended as follows:

         Section  1.3 of the Plan shall be amended  in its  entirety  to read as
follows:

                  The Plan shall be effective  November 20, 1990 (the "Effective
                  Date"),  as amended and restated  effective April 21, 1993, as
                  further amended and restated  effective April 16, 1997, and as
                  further  amended  effective  April 15,  1998,  subject  to the
                  approval of Section 3.6 of the Plan by a majority of the votes
                  cast on the issue by the holders of the  Corporation's  Common
                  Stock at the first meeting of  stockholders at which directors
                  are to be elected that occurs after December 31, 1997.

         Section  2.33 of the Plan shall be amended in its  entirety  to read as
follows:

                  "Plan" means the Centura Banks, Inc. Omnibus 
<PAGE>

                  Equity Compensation Plan, as amended April 15, 1998, and as 
                  further amended from time to time.

Section 3.6 of the Plan shall be amended by deleting  the first  sentence of the
Section in its entirety and inserting in lieu thereof the following:

                  The  aggregate  number of shares of Stock which are subject to
                  an Award  under the Plan  shall be three  million  (3,000,000)
                  shares, plus four percent (4%) of any increase, other than any
                  increase  due to Awards  under this Plan or any other  similar
                  plan of the  Corporation,  in the  number  of  authorized  and
                  issued  shares of Stock  above the  number of  authorized  and
                  outstanding shares as of the Effective Date.

         IN WITNESS  WHEREOF,  the  Employer  has caused this  instrument  to be
executed by its duly  authorized  officers and its corporate seal to be hereunto
affixed, all as on the day and year first above written.

                                           CENTURA BANKS, INC.

ATTEST:

(Corporate Seal)

/S/ Joseph A. Smith, Jr.                 By: /s/ Frank L. Pattillo 
________________________                 _________________________
       Secretary                            Authorized Officer


<PAGE>



                                  EXHIBIT 5 &
                                  EXHIBIT 23.1
                                   

<PAGE>



                           POYNER & SPRUILL, L.L.P.
                               Attorneys at Law
                             3600 Glenwood Avenue
                         Raleigh, North Carolina 27612
                                  919/783-6400
                             Fax: 919/783-1075

                                June 24, 1998



Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina  27804

Gentlemen:

         This opinion is rendered for use in  connection  with the  Registration
Statement on Form S-8,  prescribed pursuant to the Securities Act of 1933, filed
by  Centura  Banks,  Inc.  (the  "Company")  with the  Securities  and  Exchange
Commission,  under which 1,500,000  shares of the Company's common stock, no par
value per share (the "Common Stock"), are to be registered.

         As counsel to the  Company,  we have  examined  and are  familiar  with
originals or copies certified or otherwise  identified to our  satisfaction,  of
such statutes,  documents,  corporate records, certificates of public officials,
and other  instruments  as we have  deemed  necessary  for the  purpose  of this
opinion, including the Company's Restated Articles of Incorporation and By-laws,
both as amended to date, and the record of proceedings of the  shareholders  and
directors of the Company. Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly  incorporated  and is validly existing and
         in good standing as a corporation  under the laws of the State of North
         Carolina.

         2. When the  Registration  Statement shall have become effective and up
         to  1,500,000  shares of the Common Stock to be  originally  issued for
         sale  shall  have been  originally  issued and sold under the terms set
         forth in the  Registration  Statement,  such shares will be legally and
         validly issued, fully paid, and nonassessable.

         We hereby consent to the filing of this Opinion as Exhibit 5 and 24 to 
the  Registration  Statement and to the reference to our name in the 
Registration Statement.

                                       Very truly yours,

<PAGE>
 
                                      /s/ POYNER & SPRUILL, L.L.P.


<PAGE>



                              Exhibit 23.2


<PAGE>



                      INDEPENDENT AUDITORS' CONSENT



The Board of Directors
Centura Banks, Inc.


We consent to the use of our report incorporated herein by reference.


                              KPMG Peat Marwick LLP

                            /s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
June 24, 1998



<PAGE>



                               Exhibit 24


<PAGE>



                             CENTURA BANKS, INC.

                             POWER OF ATTORNEY


         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and/or  officers of CENTURA  BANKS,  INC.,  a North  Carolina  corporation  (the
"Company"),  hereby  constitutes  and  appoints  JOSEPH A. SMITH,  JR.,  General
Counsel and Corporate Secretary of the Company, with full power of substitution,
as his true and lawful attorney and agent,  for him and in his name,  place, and
stead, in any and all capacities,  to do any and all acts and things and execute
any and all  instruments  that said  attorney  and agent may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended (and any other applicable federal, state, and local laws), and any rules
and regulations and requirements of the Securities and Exchange  Commission (and
other applicable  rules and regulations and  requirements) in respect thereof in
connection  with the  registration  under the Securities Act of 1933, as amended
(or other applicable laws), of securities of the Company issuable or deliverable
pursuant to the Company's Omnibus Equity Compensation Plan (including  1,500,000
additional  shares  of no par  value  Common  Stock of the  Company),  including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign the name of the undersigned, in any capacity, to a Company
registration  statement on Form S-8 to be filed with the Securities and Exchange
Commission in respect of such securities, and any and all amendments to the said
registration  statement,  and any and all  instruments  and documents filed as a
part of or executed in connection  with the said  registration  statement or any
amendments  thereto,  and to file the  same  with the  Securities  and  Exchange
Commission;  hereby  ratifying and  confirming  all that the said  attorneys and
agents,  or any of them,  shall do or cause to be done by  virtue  thereof.  Any
prior  powers of  attorney  previously  granted by us for the above  purpose are
hereby revoked.

                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *


<PAGE>



         IN WITNESS WHEREOF, each of the undersigned has subscribed

these presents as of June 17, 1998.

/s/ Frank L. Pattillo                       /s/ Cecil W. Sewell, Jr.
-------------------------------     ------------------------------
Frank L. Pattillo, Director                 Cecil W. Sewell, Jr.
                                     Director, Chairman of the Board,
                                   President, and Chief Executive Officer


                                           /s/ William H. Wilkerson
-------------------------------      -------------------------------
Bernard W. Franklin, Director               William H. Wilkerson
                                                   Director


/s/ H. Tate Bowers                         /s/ William H. Kincheloe
-------------------------------      --------------------------------
H. Tate Bowers, Director                    William H. Kincheloe, Director


/s/ O. Tracy Parks, III                    /s/ Susan E. Gravely
-------------------------------      --------------------------------
O. Tracy Parks, III, Director              Susan E. Gravely, Director


/s/ Richard H. Barnhardt                   /s/ Charles T. Lane
-------------------------------      --------------------------------
Richard H. Barnhardt, Director             Charles T. Lane, Director


/s/ Thomas A. Betts, Jr.                  /s/ C. Wood Beasley
-------------------------------      --------------------------------
Thomas A. Betts, Jr., Director             C. Wood Beasley, Director


/s/ Alexander P. Thorpe, III             /s/ William H. Redding, Jr.
-------------------------------      --------------------------------
Alexander P. Thorpe, III,                 William H. Redding, Jr.,
Director                                          Director


/s/ John H. High                         /s/ Robert L. Hubbard
-------------------------------      --------------------------------
John H. High, Director                   Robert L. Hubbard, Director


/s/ Charles M. Reeves, III              /s/ Ernest L. Evans
-------------------------------      --------------------------------
<PAGE>

Charles M. Reeves, III, Director         Ernest L. Evans, Director



/s/ Michael K. Hooker                   /s/ Joseph H. Nelson
-------------------------------      --------------------------------
Michael K. Hooker, Director              Joseph H. Nelson, Director


/s/ George T. Stronach III              /s/ Dean E. Painter, Jr.
-------------------------------      --------------------------------
George T. Stronach III, Director         Dean E. Painter, Jr., Director


/s/ Charles P. Wilkins                  /s/ Ann K. Lawson
-------------------------------      --------------------------------
Charles P. Wilkins, Director             Ann K. Lawson, Principal
                                           Accounting Officer

 
                                        /s/ Steven J. Goldstein
                                     --------------------------------
                                         Steven J. Goldstein, Chief
                                           Financial Officer


<PAGE>

                       POYNER & SPRUILL, L.L.P.
                          Attorneys at Law
                        3600 Glenwood Avenue
                     Raleigh, North Carolina 27612

                             919/783-6400
                          Fax: 919/783-1075


                            June 24, 1998

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Centura Banks, Inc.
         Form S-8 Registration Statement-1933 Act
         File No. 333-______

Ladies and Gentlemen:

                  On behalf of Centura Banks, Inc., a North Carolina corporation
with  its  principal  offices  located  in  Rocky  Mount,  North  Carolina  (the
"Company"),  and pursuant to the  Securities  Act of 1933, as amended (the "1933
Act"),  enclosed herewith for filing under the 1933 Act  electronically on EDGAR
is  the  Company's   Registration   Statement  on  Form  S-8,  relating  to  the
registration  of up to an  additional  1,500,000  shares of the Company's no par
value common stock (the "Common Stock") for issuance or delivery pursuant to the
Company's Omnibus Equity Compensation Plan (the "Plan"). This filing supplements
500,000  shares of Common Stock  originally  registered as part of the Company's
Post-Effective  Amendment No. 1 to Form S-4  Registration  Statement on Form S-8
(File No. 33-33773).  This filing further supplements 1,000,000 shares of Common
Stock registered as part of the Company's Form S-8 Registration  Statement (File
No.  33-63496).  The  Company's  Common  Stock is listed  on the New York  Stock
Exchange.

         The filing fee required in connection with this filing is being sent to
Mellon Bank for credit to the Company's account.

         The Company hereby represents that the conditions  specified in General
Instructions A to Form S-8 have been met.

         It is the Company's  understanding that pursuant to General Instruction
D to Form S-8,  this  Form S-8  Registration  Statement  will  become effective
automatically upon filing.

<PAGE>

         Should you have any questions or comments regarding this matter, please
contact the undersigned by a collect telephone call to (919) 783-2878.

                                          Very truly yours,

                                          POYNER & SPRUILL, L.L.P.

                                          /s/ M. Guy Brooks, III

                                          By:  M. Guy Brooks, III

cc:      New York Stock Exchange, Inc.
         Working Group Distribution List
[{"type": "S-8", "sequence": "1", "description": "CENTURA BANKS INC. S-8", "secsgml_size_bytes": 44621}]
{"company-data": {"conformed-name": "CENTURA BANKS INC", "cik": "0000861461", "assigned-sic": "6021", "irs-number": "561688522", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57553", "film-number": "98653001"}, "business-address": {"street1": "134 N CHURCH ST", "city": "ROCKY MOUNT", "state": "NC", "zip": "27804", "phone": "2524544400"}, "mail-address": {"street1": "PO BOX 1220", "city": "ROCKY MOUNT", "state": "NC", "zip": "27804"}}
As filed with the Securities and Exchange Commission on June 24, 1998
                          Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

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

                              CENTURA BANKS, INC.
           (Exact name of Registrant as specified in its charter)

          North Carolina                               56-1688522
    (State of Incorporation)                (IRS Employer Identification No.)

         134 North Church Street, Rocky Mount, North Carolina 27804
                  (Address of principal executive offices)

            CENTURA BANKS, INC. OMNIBUS EQUITY COMPENSATION PLAN

                           (Full title of the Plan)

                              Joseph A. Smith, Jr.
                     General Counsel and Corporate Secretary
                               Centura Banks, Inc.
                             134 North Church Street
                        Rocky Mount, North Carolina 27804
                                 (252) 454-4000
           (Name, address, and telephone number of agent for service)

                                   Copies to:

                           Michael S. Colo, III, Esq.
                            Poyner & Spruill, L.L.P.
                               Post Office Box 353
                        Rocky Mount, North Carolina 27804
                                 (252) 446-2341

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

                  (Facing Page Continued on the following page)
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------
Proposed         Proposed
Title of          Amount            Maximum          Maximum
Securities        to be             Offering         Aggregate         Amount of
to be             Registered        Price Per        Offering          Registration
Registered        (1)(2)            Share (3)        Price (3)         Fee (3)
------------------------------------------------------------------------------------------

Common Stock      1,500,000         $62.75           $94,125,000       $27,766.88
(no par value)    Shares
------------------------------------------------------------------------------------------
(1)      Represents  additional shares of Common Stock not previously registered
         as part of the Registrant's  Post-Effective Amendment No. 1 to Form S-4
         Registration   Statement  on  Form  S-8  Registration   Statement  (No.
         33-33773)  and  as  part  of the  Registrant's  Form  S-8  Registration
         Statement (No. 33-63496).

(2)      Plus such additional number of shares as may be required under the Plan
         in the event of a stock dividend, split-up of shares, recapitalization,
         or other similar change in the Common Stock.

(3)      Estimated pursuant to Rule 457(h)(1) solely for purposes of calculating
         the registration fee, upon the basis of the average of the high and low
         prices for the Common Stock as reported on the New York Stock  Exchange
         Composite Tape on June 18, 1998.
Part I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.

         This Registration  Statement relates to the registration of One Million
Five Hundred Thousand  (1,500,000)  additional shares of the no par value common
stock ("Common Stock") of Centura Banks, Inc. (the "Registrant") for issuance or
delivery under the Centura Banks,  Inc.  Omnibus Equity  Compensation  Plan (the
"Plan"). Five Hundred Thousand (500,000) shares of the Registrant's Common Stock
were  originally  registered  for issuance or delivery under the Plan as part of
the  Registrant's  Post-Effective  Amendment  No.  1 to  Form  S-4  Registration
Statement on Form S-8 (No.  33-33773).  An  additional  One Million  (1,000,000)
shares of the  Registrant's  Common Stock were also  registered  for issuance or
delivery  under  the  Plan as part of the  Registrant's  Form  S-8  Registration
Statement  (No.  33-63496).  This  Registration  Statement  also  relates  to an
indeterminant  number of  additional  shares that may be necessary to adjust the
number of shares  reserved  for  issuance or delivery  pursuant to the Plan as a
result of a  reclassification,  reorganization,  recapitalization,  stock split,
stock  dividend,  or similar  occurrence that makes an adjustment of shares just
and  appropriate.  Documents  containing the information  specified in Part I of
Form S-8 will be sent or given to  participants  under the Plan as  specified by
Rule 428(b)(1).

Item 2.  Registrant Information and Employee Plan Annual Information.

         See response to Item 1 above.

                                  Part II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

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

         (a) The  Registrant's  Annual  Report on Form  10-K for the year  ended
             December 31, 1997.

         (b) The Registrant's  Quarterly Reports on Form 10-Q filed
for the quarterly periods ended after December 31, 1997.

         (c) The  Registrant's  Current Reports on Form 8-K filed after December
             31, 1997.

         (d) The description of the Registrant's  Common Stock contained in
             the  Registrant's  registration  statement  on Form 8-A  filed
             October 19, 1990 under the Exchange  Act,  including any other
             amendment  or report  filed for the purpose of  updating  such
             description.

         Any information included or incorporated by reference in the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1997 in
response to Items 402(a)(8), (i), (k), or (l) of Regulation  S-K of the
Commission is not incorporated herein and is not part of this Registration
Statement.

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

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

Item 4.  Description of Securities.

         The  Registrant's  Common Stock is  registered  under Section 12 of the
Exchange Act.
Item 5.  Interests of Named Experts and Counsel.

         The  validity  of the shares of Common  Stock  offered  hereby  will be
passed  upon for the  Registrant  by Poyner &  Spruill,  L.L.P.,  Counsel to the
Registrant.  Charles T. Lane,  a partner  with  Poyner & Spruill,  L.L.P.,  is a
director of the Registrant. As of December 31, 1997, Mr. Lane owned beneficially
28,518 shares of the Registrant's Common Stock, and other members of the firm of
Poyner & Spruill,  L.L.P.  beneficially  owned, in the aggregate,  approximately
30,296 shares of the Registrant's Common Stock.

Item 6.  Indemnification of Directors and Officers.

         Sections  55-8-50  through  55-8-58 of the  General  Statutes  of North
Carolina provide for  indemnification  of directors,  officers,  employees,  and
agents  of a North  Carolina  corporation.  Subject  to  certain  exceptions,  a
corporation may indemnify an individual made a party to a proceeding  because he
is or was a director  against  liability  incurred in the  proceeding  if (i) he
conducted himself in good faith; and (ii) he reasonably believed (a) in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interests and (b) in all other cases,  that his conduct was at least
not  opposed  to its best  interests;  and  (iii)  in the  case of any  criminal
proceeding,  he had no  reasonable  cause to believe his  conduct was  unlawful.
Moreover,  unless limited by its articles of  incorporation,  a corporation must
indemnify a director who was wholly successful,  on the merits or otherwise,  in
the  defense of any  proceeding  to which he was a party  because he is or was a
director  of the  corporation  against  reasonable  expenses  incurred by him in
connection with the proceeding.  Expenses  incurred by a director in defending a
proceeding may be paid by the corporation in advance of the final disposition of
such  proceeding as authorized by the board of directors in the specific case or
as authorized or required  under any provision in the articles of  incorporation
or bylaws  or by any  applicable  resolution  or  contract  upon  receipt  of an
undertaking  by or on behalf of a director to repay such amount  unless it shall
ultimately  be  determined  that  he  is  entitled  to  be  indemnified  by  the
corporation  against such expenses.  A director may also apply for court-ordered
indemnification under certain circumstances.

         Unless a corporation's articles of incorporation provide otherwise, (i)
an officer of a  corporation  is entitled to  mandatory  indemnification  and is
entitled  to apply for  court-ordered  indemnification  to the same  extent as a
director;  (ii) the corporation may indemnify or advance expenses to an officer,
employee,  or agent of a  corporation  to the same extent as to a director;  and
(iii) a  corporation  may also  indemnify  or advance  expenses  to an  officer,
employee,  or agent who is not a director
to the extent,  consistent with public policy, that may be provided by its 
articles of incorporation,  bylaws,  general or specific action of its board of
directors, or contract.

         In addition  and  separate  and apart from the  indemnification  rights
discussed  above,  the above-cited  statutes  further provide that a corporation
may, in its articles of incorporation  or bylaws,  or by contract or resolution,
indemnify or agree to indemnify any one of its directors,  officers,  employees,
or agents against  liability and expenses in any proceeding  (including  without
limitation  a  proceeding  brought  by or on behalf of the  corporation  itself)
arising out of their status as such or their  activities in any of the foregoing
capacities;  provided, however, that a corporation may not indemnify or agree to
indemnify a person against  liability or expenses he may incur on account of his
activities  which were at the time taken  known or believed by him to be clearly
in conflict  with the best  interests  of the  corporation.  A  corporation  may
likewise and to the same extent  indemnify or agree to indemnify any person who,
at the request of the  corporation,  is or was  serving as a director,  officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership,  joint  venture,  trust,  or other  enterprise  or as a trustee  or
administrator   under  an  employee   benefit  plan.   Any  such  provision  for
indemnification may also include provisions for recovery from the corporation of
reasonable  costs,   expenses,  and  attorneys'  fees  in  connection  with  the
enforcement  of rights to  indemnification  and may further  include  provisions
establishing  reasonable  procedures  for  determining  and enforcing the rights
granted therein.

         As  permitted  by the North  Carolina  statutory  provisions  explained
above,  Article  IX,  Section 4 of the  Bylaws  of the  Registrant  provides  as
follows:

                  Any person who at any time  serves or has served as a director
         or officer of the Corporation,  or at the request of the Corporation is
         or was serving as an officer,  director,  agent,  partner,  trustee, or
         employee for any other  foreign or domestic  corporation,  partnership,
         joint venture, trust, employee benefit plan, or other enterprise, shall
         be  indemnified  by the  Corporation to the fullest extent from time to
         time  permitted by law in the event he is made,  or is threatened to be
         made, a party to any threatened,  pending or completed civil, criminal,
         administrative,   investigative   or  arbitrative   action,   suit,  or
         proceeding  and any appeal  therein  (and any inquiry or  investigation
         that could lead to such  action,  suit or  proceeding),  whether or not
         brought by or on behalf of the Corporation,  seeking to hold him liable
         by  reason of the fact that he is or was  acting in such  capacity.  In
         addition,   the  Board  may  provide  such  indemnification  for  other
         employees and agents of the
Corporation as it deems appropriate.

                  The rights of those receiving indemnification hereunder shall,
         to the fullest  extent from time to time  permitted  by law,  cover (i)
         reasonable  expenses,  including without limitation all attorneys' fees
         actually and  necessarily  incurred by him in connection  with any such
         action,  suit, or proceeding;  (ii) all reasonable payments made by him
         in  satisfaction  of any  judgment,  money decree,  fine  (including an
         excise tax assessed with respect to an employee benefit plan), penalty,
         or settlement for which he may have become liable in such action, suit,
         or proceeding;  and (iii) all reasonable expenses incurred in enforcing
         the indemnification rights provided herein.

                  Expenses  incurred by a director in defending a proceeding may
         be paid by the Corporation in advance of the final  disposition of such
         proceeding as authorized by the Board of Directors in the specific case
         or as authorized or required under any provision in the Bylaws or by an
         applicable  resolution or contract upon receipt of an undertaking by or
         on  behalf  of the  director  to repay  such  amounts  unless  it shall
         ultimately be determined  that he is entitled to be  indemnified by the
         Corporation against such expenses.

                  The board of directors of the Corporation  shall take all such
         action as may be necessary and appropriate to authorize the Corporation
         to pay the  indemnification  required by this bylaw,  including without
         limitation, to the extent needed, making a good faith evaluation of the
         manner in which the claimant for indemnity  acted and of the reasonable
         amount of indemnity due him.

                  Any person who at any time  serves or has served in any of the
         aforesaid  capacities  for or on  behalf  of the  Corporation  shall be
         deemed  to be  doing  or to  have  done  so in  reliance  upon,  and as
         consideration  for, the right of  indemnification  provided herein. Any
         repeal or modification of these  indemnification  provisions  shall not
         affect any rights or obligations existing at the time of such repeal or
         modification. The rights provided for herein shall inure to the benefit
         of the  legal  representatives  of any such  person  and  shall  not be
         exclusive  of any other  rights to which such  person  may be  entitled
         apart from the provisions of this bylaw.

                  The rights  granted  herein shall not be limited by the  
         provisions  contained in N.C. Gen. Stat. ss.55-8-51 (or its successor).
As permitted by applicable  statutes,  the  Registrant  has purchased a
standard  directors'  and  officers'  liability  policy  which will,  subject to
certain limitations, indemnify the Registrant and its officers and directors for
damages they become  legally  obligated to pay as a result of any negligent act,
error,  or omission  committed by  directors  or officers  while acting in their
capacities as such.

         The indemnification  provisions in the Bylaws may be sufficiently broad
to  permit  indemnification  of the  Registrant's  officers  and  directors  for
liabilities  arising  under the  Securities  Act of 1933,  as amended (the "1933
Act").

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.
Exhibit No.                     Description                                                   Reference

         4.1                    Excerpts from the Registrant's                                Incorporated
                                Articles of Incorporation and                                 by Reference
                                Bylaws   relating  to  rights  
                                of  holders  of  the Registrant's   
                                capital   stock   (incorporated   
                                by reference  to  Exhibit 4 of the  
                                Registrant's Form S-4 Registration   
                                Statement  No.  33-33773  filed
                                with the Commission on March 8, 1990).

         4.2                    Centura Banks, Inc. Omnibus                                   Incorporated
                                Equity Compensation Plan                                      by Reference
                                as Amended and Restated
                                effective April 16, 1997
                                (incorporated by reference to
                                the identified exhibit of the
                                Registrant's Form 10-K Annual
                                Report filed with the
                                Commission on March 11, 1998).

         4.3                    Amendment to the Centura                                      Filed herewith
                                Banks, Inc. Omnibus Equity
                                Compensation Plan dated
                                February 18, 1998.
5                      Opinion of Poyner & Spruill,                                  Filed herewith
                                L.L.P.

         23.1                   Consent of Poyner & Spruill,                                  Filed herewith
                                L.L.P. (included in Exhibit 5).

         23.2                   Consent of KPMG Peat Marwick LLP.                             Filed herewith

         24                     Power of Attorney from                                        Filed herewith
                                Directors and Officers of
                                Registrant.
Item 9.  Undertakings.

         The undersigned Registrant hereby undertakes:

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

             (i)      To include any prospectus required by Section 10(a)(3) of 
         the 1933 Act;

             (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  (1)(i) and (1)(ii)  above do not
apply  if the  Registration  Statement  is on  Form  S-3 or  Form  S-8,  and 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  Exchange  Act that  are  incorporated  by
reference in the Registration Statement.

         (2) That, for the purpose of determining  any liability  under the 1933
Act, each such post-effective amendment shall be
deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at the 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 that remain unsold at the termination of
the offering.

         The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or Section  15(d) of the Exchange Act
(and, where applicable,  each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         Insofar as indemnification  for liabilities  arising under the 1933 Act
may  be  permitted  to  directors,  officers,  and  controlling  persons  of the
Registrant pursuant to the provisions  discussed in Item 6 hereof, or otherwise,
the  Registrant  has been  advised  that in the opinion of the  Commission  such
indemnification  is against  public  policy as expressed in the 1933 Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such  liabilities  (other than the payment by 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 hereby, the Registrant will, unless in the opinion of its counsel the
matter  has  been  sealed  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 1933 Act and will be governed by the
final adjudication of such issue.
SIGNATURES AND POWER OF ATTORNEY

         The Registrant.  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 Rocky Mount,  State of North Carolina,  on the
17th day of June, 1998.

                                          CENTURA BANKS, INC.
                                              Registrant

                                        /s/ Cecil W. Sewell, Jr.

                                        By:_________________________________
                                            Cecil W. Sewell, Jr.
                                            Chairman of the Board, President,
                                            and Chief Executive Officer

         Power of Attorney.  Each person whose signature  appears below appoints
Joseph A. Smith, Jr., General Counsel and Corporate Secretary of the Registrant,
with  full  power of  substitution,  as  attorney-in-fact  to  execute  in their
respective  names on their  behalf  individually,  and in each  capacity  stated
below,  the  Registration  Statement  and  one  or  more  amendments  (including
post-effective amendments) to the Registration Statement as the attorney-in-fact
and  to  file  any  such  Registration   Statement  and  any  amendment  to  the
Registration Statement with the Securities and Exchange Commission.

         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 dates indicated.

Signature                      Capacity                            Date

* /s/ Cecil W. Sewell, Jr.     Chairman of the Board,              June 17, 1998
__________________________
1998                           Director, President, and
Cecil W. Sewell, Jr.           Chief Executive Officer

*                              Director
Frank L. Pattillo
*                              Director
William H. Wilkerson

*                             Chief Financial Officer
Steven J. Goldstein

*                             Chief Accounting Officer
Ann K. Lawson

*                             Director
William H. Kincheloe

*                             Director
O. Tracy Parks III

*                             Director
Richard H. Barnhardt

*                             Director
Charles T. Lane

*                             Director
Bernard W. Franklin

*                             Director
Thomas A. Betts, Jr.

*                             Director
C. Wood Beasley

*                             Director
Alexander P. Thorpe III

*                             Director
John H. High

*                             Director
Robert L. Hubbard
*                             Director
H. Tate Bowers

*                             Director
Ernest L. Evans

*                             Director
Michael K. Hooker

*                             Director
Susan E. Gravely

*                             Director
Dean E. Painter, Jr.

*                             Director
Joseph H. Nelson

*                             Director
George T. Stronach III

*                             Director
Charles P. Wilkins

*                             Director
Charles M. Reeves, III

*                             Director
William H. Redding, Jr.

     
    /s/ Joseph A. Smith, Jr.
*By:__________________________                     June 17, 1998
    Joseph A. Smith, Jr.
    Attorney-in-Fact
EXHIBIT INDEX
Exhibit No.                     Description                                                   Reference

         4.1                    Excerpts from the Registrant's Articles of                    Incorporated
                                Incorporation and Bylaws relating to rights                   by Reference
                                of holders of the Registrant's capital stock
                                (incorporated  by reference to Exhibit 4 of
                                the Registrant's Form S-4 Registration Statement
                                No.  33-33773 filed with the Commission on 
                                March 8, 1990).

         4.2                    Centura Banks, Inc. OmnibusEquity Compensation               Incorporated
                                Plan as Amended and Restated effective April 16,             by Reference
                                1997 (incorporated  by reference to the 
                                identified exhibit  of the Registrant's Form 
                                10-K Annual Report filed with the Commission on 
                                March 11, 1998).

         4.3                    Amendment to the Centura Banks, Inc. Omnibus                 Filed herewith
                                Equity Compensation Plan dated February 18,
                                1998.
                                

         5                      Opinion of Poyner & Spruill, L.L.P.                          Filed herewith
                                

         23.1                   Consent of Poyner & Spruill, L.L.P. (included                Filed herewith
                                in Exhibit 5).

         23.2                   Consent of KPMG Peat Marwick LLP.                            Filed herewith

         24                     Power of Attorney from Directors and Officers                Filed herewith
                                of Registrant.
Exhibit 4.3
NORTH CAROLINA                AMENDMENT TO THE
                             CENTURA BANKS, INC.
NASH COUNTY           OMNIBUS EQUITY COMPENSATION PLAN

         THIS AMENDMENT,  made and entered into this 18th day of February, 1998,
by CENTURA BANKS, INC., a North Carolina corporation (the "Employer");

                                 WITNESSETH:

         WHEREAS,  the  Employer  has  previously  established  and  adopted the
Centura Banks,  Inc.  Omnibus  Equity  Compensation  Plan (the "Plan"),  for the
benefit of executives and key employees of the Employer; and

         WHEREAS, pursuant to Section  14.1 of the Plan, the Employer  reserves 
the right to amend or modify the Plan at any time; and

         WHEREAS,  the Employer desires to amend the Plan to increase the number
of shares of Stock which are subject to an Award under the Plan, effective April
15, 1998,  subject to the  approval of the  amendment by a majority of the votes
cast by the holders of the Bank's Common Stock at the next annual  stockholders'
meeting;

         NOW,  THEREFORE,  in  consideration  of the  premises  and the acts and
covenants hereinafter set forth, the Plan is hereby amended as follows:

         Section  1.3 of the Plan shall be amended  in its  entirety  to read as
follows:

                  The Plan shall be effective  November 20, 1990 (the "Effective
                  Date"),  as amended and restated  effective April 21, 1993, as
                  further amended and restated  effective April 16, 1997, and as
                  further  amended  effective  April 15,  1998,  subject  to the
                  approval of Section 3.6 of the Plan by a majority of the votes
                  cast on the issue by the holders of the  Corporation's  Common
                  Stock at the first meeting of  stockholders at which directors
                  are to be elected that occurs after December 31, 1997.

         Section  2.33 of the Plan shall be amended in its  entirety  to read as
follows:

                  "Plan" means the Centura Banks, Inc. Omnibus
Equity Compensation Plan, as amended April 15, 1998, and as 
                  further amended from time to time.

Section 3.6 of the Plan shall be amended by deleting  the first  sentence of the
Section in its entirety and inserting in lieu thereof the following:

                  The  aggregate  number of shares of Stock which are subject to
                  an Award  under the Plan  shall be three  million  (3,000,000)
                  shares, plus four percent (4%) of any increase, other than any
                  increase  due to Awards  under this Plan or any other  similar
                  plan of the  Corporation,  in the  number  of  authorized  and
                  issued  shares of Stock  above the  number of  authorized  and
                  outstanding shares as of the Effective Date.

         IN WITNESS  WHEREOF,  the  Employer  has caused this  instrument  to be
executed by its duly  authorized  officers and its corporate seal to be hereunto
affixed, all as on the day and year first above written.

                                           CENTURA BANKS, INC.

ATTEST:

(Corporate Seal)

/S/ Joseph A. Smith, Jr.                 By: /s/ Frank L. Pattillo 
________________________                 _________________________
       Secretary                            Authorized Officer
EXHIBIT 5 &
                                  EXHIBIT 23.1
POYNER & SPRUILL, L.L.P.
                               Attorneys at Law
                             3600 Glenwood Avenue
                         Raleigh, North Carolina 27612
                                  919/783-6400
                             Fax: 919/783-1075

                                June 24, 1998

Centura Banks, Inc.
134 North Church Street
Rocky Mount, North Carolina  27804

Gentlemen:

         This opinion is rendered for use in  connection  with the  Registration
Statement on Form S-8,  prescribed pursuant to the Securities Act of 1933, filed
by  Centura  Banks,  Inc.  (the  "Company")  with the  Securities  and  Exchange
Commission,  under which 1,500,000  shares of the Company's common stock, no par
value per share (the "Common Stock"), are to be registered.

         As counsel to the  Company,  we have  examined  and are  familiar  with
originals or copies certified or otherwise  identified to our  satisfaction,  of
such statutes,  documents,  corporate records, certificates of public officials,
and other  instruments  as we have  deemed  necessary  for the  purpose  of this
opinion, including the Company's Restated Articles of Incorporation and By-laws,
both as amended to date, and the record of proceedings of the  shareholders  and
directors of the Company. Based upon the foregoing, we are of the opinion that:

         1. The Company has been duly  incorporated  and is validly existing and
         in good standing as a corporation  under the laws of the State of North
         Carolina.

         2. When the  Registration  Statement shall have become effective and up
         to  1,500,000  shares of the Common Stock to be  originally  issued for
         sale  shall  have been  originally  issued and sold under the terms set
         forth in the  Registration  Statement,  such shares will be legally and
         validly issued, fully paid, and nonassessable.

         We hereby consent to the filing of this Opinion as Exhibit 5 and 24 to 
the  Registration  Statement and to the reference to our name in the 
Registration Statement.

                                       Very truly yours,
/s/ POYNER & SPRUILL, L.L.P.
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT

The Board of Directors
Centura Banks, Inc.

We consent to the use of our report incorporated herein by reference.

                              KPMG Peat Marwick LLP

                            /s/ KPMG Peat Marwick LLP
Raleigh, North Carolina
June 24, 1998
Exhibit 24
CENTURA BANKS, INC.

                             POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and/or  officers of CENTURA  BANKS,  INC.,  a North  Carolina  corporation  (the
"Company"),  hereby  constitutes  and  appoints  JOSEPH A. SMITH,  JR.,  General
Counsel and Corporate Secretary of the Company, with full power of substitution,
as his true and lawful attorney and agent,  for him and in his name,  place, and
stead, in any and all capacities,  to do any and all acts and things and execute
any and all  instruments  that said  attorney  and agent may deem  necessary  or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended (and any other applicable federal, state, and local laws), and any rules
and regulations and requirements of the Securities and Exchange  Commission (and
other applicable  rules and regulations and  requirements) in respect thereof in
connection  with the  registration  under the Securities Act of 1933, as amended
(or other applicable laws), of securities of the Company issuable or deliverable
pursuant to the Company's Omnibus Equity Compensation Plan (including  1,500,000
additional  shares  of no par  value  Common  Stock of the  Company),  including
specifically,  but without  limiting the generality of the foregoing,  the power
and authority to sign the name of the undersigned, in any capacity, to a Company
registration  statement on Form S-8 to be filed with the Securities and Exchange
Commission in respect of such securities, and any and all amendments to the said
registration  statement,  and any and all  instruments  and documents filed as a
part of or executed in connection  with the said  registration  statement or any
amendments  thereto,  and to file the  same  with the  Securities  and  Exchange
Commission;  hereby  ratifying and  confirming  all that the said  attorneys and
agents,  or any of them,  shall do or cause to be done by  virtue  thereof.  Any
prior  powers of  attorney  previously  granted by us for the above  purpose are
hereby revoked.

                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
                                                          *
IN WITNESS WHEREOF, each of the undersigned has subscribed

these presents as of June 17, 1998.

/s/ Frank L. Pattillo                       /s/ Cecil W. Sewell, Jr.
-------------------------------     ------------------------------
Frank L. Pattillo, Director                 Cecil W. Sewell, Jr.
                                     Director, Chairman of the Board,
                                   President, and Chief Executive Officer

                                           /s/ William H. Wilkerson
-------------------------------      -------------------------------
Bernard W. Franklin, Director               William H. Wilkerson
                                                   Director

/s/ H. Tate Bowers                         /s/ William H. Kincheloe
-------------------------------      --------------------------------
H. Tate Bowers, Director                    William H. Kincheloe, Director

/s/ O. Tracy Parks, III                    /s/ Susan E. Gravely
-------------------------------      --------------------------------
O. Tracy Parks, III, Director              Susan E. Gravely, Director

/s/ Richard H. Barnhardt                   /s/ Charles T. Lane
-------------------------------      --------------------------------
Richard H. Barnhardt, Director             Charles T. Lane, Director

/s/ Thomas A. Betts, Jr.                  /s/ C. Wood Beasley
-------------------------------      --------------------------------
Thomas A. Betts, Jr., Director             C. Wood Beasley, Director

/s/ Alexander P. Thorpe, III             /s/ William H. Redding, Jr.
-------------------------------      --------------------------------
Alexander P. Thorpe, III,                 William H. Redding, Jr.,
Director                                          Director

/s/ John H. High                         /s/ Robert L. Hubbard
-------------------------------      --------------------------------
John H. High, Director                   Robert L. Hubbard, Director

/s/ Charles M. Reeves, III              /s/ Ernest L. Evans
-------------------------------      --------------------------------
Charles M. Reeves, III, Director         Ernest L. Evans, Director

/s/ Michael K. Hooker                   /s/ Joseph H. Nelson
-------------------------------      --------------------------------
Michael K. Hooker, Director              Joseph H. Nelson, Director

/s/ George T. Stronach III              /s/ Dean E. Painter, Jr.
-------------------------------      --------------------------------
George T. Stronach III, Director         Dean E. Painter, Jr., Director

/s/ Charles P. Wilkins                  /s/ Ann K. Lawson
-------------------------------      --------------------------------
Charles P. Wilkins, Director             Ann K. Lawson, Principal
                                           Accounting Officer

 
                                        /s/ Steven J. Goldstein
                                     --------------------------------
                                         Steven J. Goldstein, Chief
                                           Financial Officer
POYNER & SPRUILL, L.L.P.
                          Attorneys at Law
                        3600 Glenwood Avenue
                     Raleigh, North Carolina 27612

                             919/783-6400
                          Fax: 919/783-1075

                            June 24, 1998

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

Re:      Centura Banks, Inc.
         Form S-8 Registration Statement-1933 Act
         File No. 333-______

Ladies and Gentlemen:

                  On behalf of Centura Banks, Inc., a North Carolina corporation
with  its  principal  offices  located  in  Rocky  Mount,  North  Carolina  (the
"Company"),  and pursuant to the  Securities  Act of 1933, as amended (the "1933
Act"),  enclosed herewith for filing under the 1933 Act  electronically on EDGAR
is  the  Company's   Registration   Statement  on  Form  S-8,  relating  to  the
registration  of up to an  additional  1,500,000  shares of the Company's no par
value common stock (the "Common Stock") for issuance or delivery pursuant to the
Company's Omnibus Equity Compensation Plan (the "Plan"). This filing supplements
500,000  shares of Common Stock  originally  registered as part of the Company's
Post-Effective  Amendment No. 1 to Form S-4  Registration  Statement on Form S-8
(File No. 33-33773).  This filing further supplements 1,000,000 shares of Common
Stock registered as part of the Company's Form S-8 Registration  Statement (File
No.  33-63496).  The  Company's  Common  Stock is listed  on the New York  Stock
Exchange.

         The filing fee required in connection with this filing is being sent to
Mellon Bank for credit to the Company's account.

         The Company hereby represents that the conditions  specified in General
Instructions A to Form S-8 have been met.

         It is the Company's  understanding that pursuant to General Instruction
D to Form S-8,  this  Form S-8  Registration  Statement  will  become effective
automatically upon filing.
Should you have any questions or comments regarding this matter, please
contact the undersigned by a collect telephone call to (919) 783-2878.

                                          Very truly yours,

                                          POYNER & SPRUILL, L.L.P.

                                          /s/ M. Guy Brooks, III

                                          By:  M. Guy Brooks, III

cc:      New York Stock Exchange, Inc.
         Working Group Distribution List