<PAGE>
 
     As filed with the Securities and Exchange Commission on December 23, 1997.
                                               Registration No. ________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                             CAROLINA FINCORP, INC.
             (Exact name of Registrant as specified in its charter)
        North Carolina                                      56-1978449
 (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                              Post Office Box 1597
                           115 South Lawrence Street
                     Rockingham, North Carolina 27380-1597
                    (Address of Principal Executive Offices)

                    CAROLINA FINCORP, INC. STOCK OPTION PLAN
                            (Full title of the Plan)
                              ____________________

                          R. LARRY CAMPBELL, President
                           115 South Lawrence Street
                     Rockingham, North Carolina 27380-1597
                                 (910) 997-6245
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             RANDALL A. UNDERWOOD
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420
<TABLE>
<CAPTION>

                                   CALCULATION OF REGISTRATION FEE
===================================================================================================
    Title of Securities       Amount to be   Proposed Maximum    Proposed Maximum       Amount of
      to be Registered        Registered/1/   Offering Price   Aggregate Offering     Registration
                                                 Per Unit            Price/4/              Fee
---------------------------------------------------------------------------------------------------
<S>                           <C>            <C>               <C>                    <C>
Common Stock, no par value       185,150/2/         18.25/3/        $3,378,988        $1,023.94
===================================================================================================
</TABLE>
                            (Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
       with Section 8(a) of the Securities Act of 1933, as amended, and 
                             17 C.F.R. (S)230.462.


          /1/Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option Plan") as a
result of a reclassification, recapitalization, stock dividend, stock split,
reverse stock split, amendment to the articles of incorporation of Carolina
Fincorp, Inc., merger or consolidation which makes an adjustment of shares just
and appropriate.

          /2/Represents the total number of shares which may be issued pursuant
to options granted under the Stock Option Plan.

          /3/For purposes of calculating the registration fee, the proposed
maximum offering price per unit is the assumed exercise price for options to
purchase 185,150 shares which may be issued pursuant to the Stock Option Plan,
determined in accordance with Rule 457(c) based upon the high and low trading
prices of the Registrant's Common Stock on December 17, 1997.

          /4/Estimated total for the purposes of calculating the registration
fee in accordance with Rule 457(h).
================================================================================
<PAGE>
 
                                    Part I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Item I. Plan Information.

       This Registration Statement on Form S-8 relates to up to 185,150 shares
  of common stock, no par value, of Carolina Fincorp, Inc. (the "Registrant")
  which are reserved for issuance pursuant to options which have been or may be
  granted under the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option
  Plan").  This Registration Statement also relates to an indeterminate number
  of additional shares which may be necessary to adjust the number of shares
  reserved for issuance pursuant to the Stock Option Plan as a result of a
  reclassification, recapitalization, stock dividend, stock split, reverse stock
  split, amendment to the Registrant's articles of incorporation, merger or
  consolidation which 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 the participants in the Stock Option Plan as specified by
  Rule 428(b)(1).  Such documents are not filed with the Securities and Exchange
  Commission (the "Commission") either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
  Rule 428.

  Item 2. Registration Information and Employee Plan Annual Information.

       The required statement is contained in the prospectus to be delivered
  pursuant to Part I of this Registration Statement as specified by Rule
  428(b)(1).

                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
  by reference:

       (a)   The Registrant's Annual Report on Form 10-KSB for the fiscal year
             ended June 30, 1997.

       (b)   The Registrant's Proxy Statement for its 1997 Annual Meeting of
             Stockholders dated October 24, 1997.

       (c)   All reports filed by the Registrant pursuant to Sections 13(a) or
             15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act") since the end of the fiscal year covered by the
             Registrant's Annual Report on Form 10-KSB referred to in clause (a)
             above.
 
       (d)   The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form S-1, Registration No.
             33-6855, incorporated by reference in the Registration Statement on
             Form 8-A filed with the Commission under Section 12(g) of the
             Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             on November 8, 1996 (File No. 000-21701), including any amendment
             or report filed for the purpose of updating such description.
<PAGE>
 
       All documents subsequently filed by the Registrant and the Stock Option
  Plan 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 in this Registration Statement, 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 is also incorporated or deemed to be incorporated by
  reference herein, modifies or supersedes such statement.  Any such 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.

       Not applicable.

  Item 5. Interests of Named Experts and Counsel.

       Not applicable.

  Item 6. Indemnification of Directors and Officers.

       The Registrant's Articles of Incorporation provide that to the fullest
  extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
  no person who serves as a director shall be personally liable to the
  Registrant or any of its stockholders or otherwise for monetary damages for
  breach of any duty as director.  The Registrant's Bylaws state that any person
  who at any time serves or has served as a director or officer of the
  Registrant, or who, while serving as a director or officer of the Registrant,
  serves or has served at the request of the Registrant as a director, officer,
  partner, trustee, employer or agent of another corporation, partnership, joint
  venture, trust or other enterprise, or as a trustee or administrator under an
  employee benefit plan, shall have a right to be indemnified by the Registrant
  to the fullest extent permitted by law against liability and litigation
  expense arising out of such status or activities in such capacity.  "Liability
  and litigation expense" is defined in the Bylaws as including costs and
  expenses of litigation (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement which are actually and reasonably
  incurred in connection with or as a consequence of any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, including appeals.

       Litigation expense, as described above, may be paid by the Registrant in
  advance of the final disposition or termination of the litigation matter, if
  the Registrant receives an undertaking, dated, in writing and signed by the
  person to be indemnified, to repay all such sums unless such person is
  ultimately determined to be entitled to be indemnified by the Registrant as
  provided in the Registrant's Bylaws.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
  prescribing the extent to which directors and officers shall or may be
  indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
  exceptions, to indemnify a present or former director against liability if (i)
  the


                                       2
<PAGE>
 
  director conducted himself in good faith, (ii) the director reasonably
  believed (x) that the director's conduct in the director's official capacity
  with the corporation was in its best interests and (y) in all other cases the
  director's conduct was at least not opposed to the corporation's best
  interests, and (iii) in the case of any criminal proceeding, the director had
  no reasonable cause to believe the director's conduct was unlawful.  A
  corporation may not indemnify a director in connection with a proceeding by or
  in the right of the corporation in which the director was adjudged liable to
  the corporation or in connection with a proceeding charging improper personal
  benefit to the director.  The above standard of conduct is determined by the
  board of directors, or a committee or special legal counsel or the
  shareholders as prescribed in Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
  indemnify a director or officer in the defense of any proceeding to which the
  director or officer was a party against reasonable expenses when the director
  or officer is wholly successful in the director's or officer's defense, unless
  the articles of incorporation provide otherwise.  Upon application, the court
  may order indemnification of the director or officer if the director or
  officer is adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
  indemnification of directors, officers, employees or agents, in its articles
  of incorporation or bylaws or by contract or resolution, against liability in
  various proceedings and to purchase and maintain insurance policies on behalf
  of these individuals.

       The foregoing is only a general summary of certain aspects of North
  Carolina law dealing with indemnification of directors and officers and does
  not purport to be complete.  It is qualified in its entirety by reference to
  the relevant statutes, which contain detailed specific provisions regarding
  the circumstances under which, and the person for whose benefit,
  indemnification shall or may be made.

  Item 7. Exemption from Registration Claimed.
 
       Not applicable.

  Item 8. Exhibits

       The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit
  Table in Item 601 of Regulation S-B):
<TABLE>
<CAPTION>
 
              Exhibit No.                  Description of Document
              -----------                  -----------------------
                 <C>               <S>
                 3.1               The Registrant's Articles of Incorporation
                                   (incorporated by reference to Exhibit 3.1 of
                                   the Registrant's Registration Statement on
                                   Form S-1, Registration No. 33-6855, filed
                                   June 26, 1996, as amended).
</TABLE> 



                                       3
<PAGE>
 
<TABLE> 
                 <S>               <C> 
                 3.2               The Registrant's Bylaws (incorporated by
                                   reference to Exhibit 3.2 of the Registrant's
                                   Registration Statement on Form S-1,
                                   Registration No. 33-6855, filed June 26,
                                   1996, as amended).

                 4.0               Specimen Stock Certificate for the Registrant
                                   (incorporated by reference to Exhibit 4.1 of
                                   Pre-Effective Amendment No. 1 to the
                                   Registrant's Registration Statement on Form
                                   S-1, Registration No. 33-6855, filed 
                                   September 10, 1996, as amended).
 
                 5.0               Opinion of Brooks, Pierce, McLendon, Humphrey
                                   & Leonard, L.L.P. as to legality of
                                   securities being registered

                10.0               Carolina Fincorp, Inc. Stock Option Plan
                                   (incorporated by reference to Appendix A of
                                   the Registrant's Proxy Statement for its 1997
                                   Annual Meeting of Stockholders dated as of
                                   October 24, 1997)

                23.1               Consent of Brooks, Pierce, McLendon, Humphrey
                                   & Leonard, L.L.P. (included in Exhibit 5.0)

                23.2               Consent of Dixon Odom PLLC
</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 the Registration Statement to:

             (i)    Include any prospectus required by Section 10(a)(3) of the
                    Securities Act of 1933 (the "Securities Act");

             (ii)   Reflect in the prospectus any facts or events arising which,
                    individually or in the aggregate, represent a fundamental
                    change in the information in the Registration Statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the Registration Statement;



                                       4
<PAGE>
 
             (iii)  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 information required in a post-effective amendment by those paragraphs
  is contained in periodic reports filed with or furnished to the Commission 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) For determining liability under the Securities 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 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 that remain unsold at the termination
  of the offering.

       (4) For purposes of determining any liability under the Securities 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 Securities
  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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.



                                       5
<PAGE>
 
                                   SIGNATURES


       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Rockingham, State of North Carolina,
  on the 22nd day of December, 1997.


                                CAROLINA FINCORP, INC.
                                Registrant


                                By:     /s/ R. Larry Campbell
                                       ----------------------------------------
                                       R. Larry Campbell, President


       Each person whose individual signature appears below hereby makes,
  constitutes and appoints R. Larry Campbell to sign for such person and in such
  person's name and capacity indicated below, any and all amendments to this
  Registration Statement, including any and all post-effective amendments.





<PAGE>
 
       Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on
  the dates indicated.

 
Date:  December 22, 1997          By:  /s/ R. Larry Campbell
                                       -----------------------------------------
                                       R. Larry Campbell, President and Director
                                       (Principal Executive Officer)
 
Date:  December 22, 1997          By:  /s/ Winston G. Dwyer
                                       -----------------------------------------
                                       Winston G. Dwyer, Treasurer (Principal
                                       Financial Officer and Principal 
                                       Accounting Officer)
 
Date:  December 22, 1997          By:  /s/ J. Stanley Vetter, M.D.
                                       -----------------------------------------
                                       J. Stanley Vetter, Director
 
Date:  December 22, 1997          By:  /s/ John T. Page, Jr.
                                       -----------------------------------------
                                       John T. Page, Jr., Director
 
Date:  December 22, 1997          By:  /s/ Russell E. Bennett, Jr.
                                       -----------------------------------------
                                       Russell E. Bennett, Jr., Director
 
Date:  December 22, 1997          By:  /s/ Buena Vista Coggin
                                       -----------------------------------------
                                       Buena Vista Coggin, Director
 
Date:  December 22, 1997          By:  /s/ Joe M. McLaurin
                                       -----------------------------------------
                                       Joe M. McLaurin, Director
 
Date:  December 22, 1997          By:  /s/ W. Jesse Spencer
                                       -----------------------------------------
                                       W. Jesse Spencer, Director
 
Date:  December 22, 1997          By:  /s/ E. E. Vuncannon, Jr.
                                       -----------------------------------------
                                       E. E. Vuncannon, Jr., Director
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
 
                                                                    Method of
Exhibit No.                    Description                           Filing
-----------                    -----------                          --------- 
   <C>           <S>                                             <C>
   3.1           The Registrant's Articles of Incorporation      Incorporated by
                                                                 Reference

   3.2           The Registrant's Bylaws                         Incorporated by
                                                                 Reference

   4.0           Specimen Stock Certificate for the Registrant   Incorporated by
                                                                 Reference

   5.0           Opinion of Brooks, Pierce, McLendon,            Filed Herewith
                 Humphrey & Leonard, L.L.P. as to legality of
                 securities being registered

  10.0           Carolina Fincorp, Inc. Stock Option Plan        Incorporated by
                                                                 Reference

  23.1           Consent of Brooks, Pierce, McLendon,            Filed Herewith
                 Humphrey & Leonard, L.L.P. (included in
                 Exhibit 5.0)

  23.2           Consent of Dixon Odom PLLC                      Filed Herewith
</TABLE>



                                       8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 25018}]
{"company-data": {"conformed-name": "CAROLINA FINCORP INC", "cik": "0001017232", "assigned-sic": "6036", "irs-number": "561978449", "state-of-incorporation": "NC", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-43035", "film-number": "97743077"}, "business-address": {"street1": "115 SOUTH LAWRENCE ST", "street2": "P O BOX 1597", "city": "ROCKINGHAM", "state": "NC", "zip": "28380-1597", "phone": "9109976245"}, "mail-address": {"street1": "115 SOUTH LAWRENCE ST", "street2": "P O BOX 1597", "city": "ROCKINGHAM", "state": "NC", "zip": "28380-1597"}}
As filed with the Securities and Exchange Commission on December 23, 1997.
                                               Registration No. ________________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                             CAROLINA FINCORP, INC.
             (Exact name of Registrant as specified in its charter)
        North Carolina                                      56-1978449
 (State or other jurisdiction                           (I.R.S. Employer
of incorporation or organization)                       Identification No.)

                              Post Office Box 1597
                           115 South Lawrence Street
                     Rockingham, North Carolina 27380-1597
                    (Address of Principal Executive Offices)

                    CAROLINA FINCORP, INC. STOCK OPTION PLAN
                            (Full title of the Plan)
                              ____________________

                          R. LARRY CAMPBELL, President
                           115 South Lawrence Street
                     Rockingham, North Carolina 27380-1597
                                 (910) 997-6245
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                             RANDALL A. UNDERWOOD
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420
CALCULATION OF REGISTRATION FEE
===================================================================================================
    Title of Securities       Amount to be   Proposed Maximum    Proposed Maximum       Amount of
      to be Registered        Registered/1/   Offering Price   Aggregate Offering     Registration
                                                 Per Unit            Price/4/              Fee
---------------------------------------------------------------------------------------------------
Common Stock, no par value       185,150/2/         18.25/3/        $3,378,988        $1,023.94
===================================================================================================
(Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
       with Section 8(a) of the Securities Act of 1933, as amended, and 
                             17 C.F.R. (S)230.462.

          /1/Together with an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance pursuant
to the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option Plan") as a
result of a reclassification, recapitalization, stock dividend, stock split,
reverse stock split, amendment to the articles of incorporation of Carolina
Fincorp, Inc., merger or consolidation which makes an adjustment of shares just
and appropriate.

          /2/Represents the total number of shares which may be issued pursuant
to options granted under the Stock Option Plan.

          /3/For purposes of calculating the registration fee, the proposed
maximum offering price per unit is the assumed exercise price for options to
purchase 185,150 shares which may be issued pursuant to the Stock Option Plan,
determined in accordance with Rule 457(c) based upon the high and low trading
prices of the Registrant's Common Stock on December 17, 1997.

          /4/Estimated total for the purposes of calculating the registration
fee in accordance with Rule 457(h).
================================================================================
Part I
             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

  Item I. Plan Information.

       This Registration Statement on Form S-8 relates to up to 185,150 shares
  of common stock, no par value, of Carolina Fincorp, Inc. (the "Registrant")
  which are reserved for issuance pursuant to options which have been or may be
  granted under the Carolina Fincorp, Inc. Stock Option Plan ("Stock Option
  Plan").  This Registration Statement also relates to an indeterminate number
  of additional shares which may be necessary to adjust the number of shares
  reserved for issuance pursuant to the Stock Option Plan as a result of a
  reclassification, recapitalization, stock dividend, stock split, reverse stock
  split, amendment to the Registrant's articles of incorporation, merger or
  consolidation which 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 the participants in the Stock Option Plan as specified by
  Rule 428(b)(1).  Such documents are not filed with the Securities and Exchange
  Commission (the "Commission") either as part of this Registration Statement or
  as prospectuses or prospectus supplements pursuant to Rule 424 in reliance on
  Rule 428.

  Item 2. Registration Information and Employee Plan Annual Information.

       The required statement is contained in the prospectus to be delivered
  pursuant to Part I of this Registration Statement as specified by Rule
  428(b)(1).

                                    Part II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  Item 3. Incorporation of Documents by Reference.

       The following documents filed with the Commission are incorporated herein
  by reference:

       (a)   The Registrant's Annual Report on Form 10-KSB for the fiscal year
             ended June 30, 1997.

       (b)   The Registrant's Proxy Statement for its 1997 Annual Meeting of
             Stockholders dated October 24, 1997.

       (c)   All reports filed by the Registrant pursuant to Sections 13(a) or
             15(d) of the Securities Exchange Act of 1934, as amended (the
             "Exchange Act") since the end of the fiscal year covered by the
             Registrant's Annual Report on Form 10-KSB referred to in clause (a)
             above.
 
       (d)   The description of the Registrant's Common Stock contained in the
             Registrant's Registration Statement on Form S-1, Registration No.
             33-6855, incorporated by reference in the Registration Statement on
             Form 8-A filed with the Commission under Section 12(g) of the
             Securities Exchange Act of 1934, as amended (the "Exchange Act"),
             on November 8, 1996 (File No. 000-21701), including any amendment
             or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant and the Stock Option
  Plan 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 in this Registration Statement, 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 is also incorporated or deemed to be incorporated by
  reference herein, modifies or supersedes such statement.  Any such 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.

       Not applicable.

  Item 5. Interests of Named Experts and Counsel.

       Not applicable.

  Item 6. Indemnification of Directors and Officers.

       The Registrant's Articles of Incorporation provide that to the fullest
  extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
  no person who serves as a director shall be personally liable to the
  Registrant or any of its stockholders or otherwise for monetary damages for
  breach of any duty as director.  The Registrant's Bylaws state that any person
  who at any time serves or has served as a director or officer of the
  Registrant, or who, while serving as a director or officer of the Registrant,
  serves or has served at the request of the Registrant as a director, officer,
  partner, trustee, employer or agent of another corporation, partnership, joint
  venture, trust or other enterprise, or as a trustee or administrator under an
  employee benefit plan, shall have a right to be indemnified by the Registrant
  to the fullest extent permitted by law against liability and litigation
  expense arising out of such status or activities in such capacity.  "Liability
  and litigation expense" is defined in the Bylaws as including costs and
  expenses of litigation (including reasonable attorneys' fees), judgments,
  fines and amounts paid in settlement which are actually and reasonably
  incurred in connection with or as a consequence of any threatened, pending or
  completed action, suit or proceeding, whether civil, criminal, administrative
  or investigative, including appeals.

       Litigation expense, as described above, may be paid by the Registrant in
  advance of the final disposition or termination of the litigation matter, if
  the Registrant receives an undertaking, dated, in writing and signed by the
  person to be indemnified, to repay all such sums unless such person is
  ultimately determined to be entitled to be indemnified by the Registrant as
  provided in the Registrant's Bylaws.

       Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
  prescribing the extent to which directors and officers shall or may be
  indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
  exceptions, to indemnify a present or former director against liability if (i)
  the

                                       2
director conducted himself in good faith, (ii) the director reasonably
  believed (x) that the director's conduct in the director's official capacity
  with the corporation was in its best interests and (y) in all other cases the
  director's conduct was at least not opposed to the corporation's best
  interests, and (iii) in the case of any criminal proceeding, the director had
  no reasonable cause to believe the director's conduct was unlawful.  A
  corporation may not indemnify a director in connection with a proceeding by or
  in the right of the corporation in which the director was adjudged liable to
  the corporation or in connection with a proceeding charging improper personal
  benefit to the director.  The above standard of conduct is determined by the
  board of directors, or a committee or special legal counsel or the
  shareholders as prescribed in Section 55-8-55.

       Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
  indemnify a director or officer in the defense of any proceeding to which the
  director or officer was a party against reasonable expenses when the director
  or officer is wholly successful in the director's or officer's defense, unless
  the articles of incorporation provide otherwise.  Upon application, the court
  may order indemnification of the director or officer if the director or
  officer is adjudged fairly and reasonably so entitled under Section 55-8-54.

       In addition, Section 55-8-57 permits a corporation to provide for
  indemnification of directors, officers, employees or agents, in its articles
  of incorporation or bylaws or by contract or resolution, against liability in
  various proceedings and to purchase and maintain insurance policies on behalf
  of these individuals.

       The foregoing is only a general summary of certain aspects of North
  Carolina law dealing with indemnification of directors and officers and does
  not purport to be complete.  It is qualified in its entirety by reference to
  the relevant statutes, which contain detailed specific provisions regarding
  the circumstances under which, and the person for whose benefit,
  indemnification shall or may be made.

  Item 7. Exemption from Registration Claimed.
 
       Not applicable.

  Item 8. Exhibits

       The following exhibits are filed with or incorporated by reference into
  this Registration Statement on Form S-8 (numbering corresponds to Exhibit
  Table in Item 601 of Regulation S-B):
Exhibit No.                  Description of Document
              -----------                  -----------------------
3.1               The Registrant's Articles of Incorporation
                                   (incorporated by reference to Exhibit 3.1 of
                                   the Registrant's Registration Statement on
                                   Form S-1, Registration No. 33-6855, filed
                                   June 26, 1996, as amended).
3
3.2               The Registrant's Bylaws (incorporated by
                                   reference to Exhibit 3.2 of the Registrant's
                                   Registration Statement on Form S-1,
                                   Registration No. 33-6855, filed June 26,
                                   1996, as amended).

                 4.0               Specimen Stock Certificate for the Registrant
                                   (incorporated by reference to Exhibit 4.1 of
                                   Pre-Effective Amendment No. 1 to the
                                   Registrant's Registration Statement on Form
                                   S-1, Registration No. 33-6855, filed 
                                   September 10, 1996, as amended).
 
                 5.0               Opinion of Brooks, Pierce, McLendon, Humphrey
                                   & Leonard, L.L.P. as to legality of
                                   securities being registered

                10.0               Carolina Fincorp, Inc. Stock Option Plan
                                   (incorporated by reference to Appendix A of
                                   the Registrant's Proxy Statement for its 1997
                                   Annual Meeting of Stockholders dated as of
                                   October 24, 1997)

                23.1               Consent of Brooks, Pierce, McLendon, Humphrey
                                   & Leonard, L.L.P. (included in Exhibit 5.0)

                23.2               Consent of Dixon Odom PLLC
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 the Registration Statement to:

             (i)    Include any prospectus required by Section 10(a)(3) of the
                    Securities Act of 1933 (the "Securities Act");

             (ii)   Reflect in the prospectus any facts or events arising which,
                    individually or in the aggregate, represent a fundamental
                    change in the information in the Registration Statement.
                    Notwithstanding the foregoing, any increase or decrease in
                    volume of securities offered (if the total dollar value of
                    securities offered would not exceed that which was
                    registered) and any deviation from the low or high end of
                    the estimated maximum offering range may be reflected in the
                    form of prospectus filed with the Commission pursuant to
                    Rule 424(b) if, in the aggregate, the changes in volume and
                    price represent no more than a 20% change in the maximum
                    aggregate offering price set forth in the "Calculation of
                    Registration Fee" table in the Registration Statement;

                                       4
(iii)  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 information required in a post-effective amendment by those paragraphs
  is contained in periodic reports filed with or furnished to the Commission 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) For determining liability under the Securities 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 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 that remain unsold at the termination
  of the offering.

       (4) For purposes of determining any liability under the Securities 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 Securities
  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
  Securities 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
  Securities Act and will be governed by the final adjudication of such issue.

                                       5
SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, the
  Registrant certifies that it has reasonable grounds to believe that it meets
  all of the requirements for filing on Form S-8 and has duly caused this
  Registration Statement to be signed on its behalf by the undersigned,
  thereunto duly authorized, in the City of Rockingham, State of North Carolina,
  on the 22nd day of December, 1997.

                                CAROLINA FINCORP, INC.
                                Registrant

                                By:     /s/ R. Larry Campbell
                                       ----------------------------------------
                                       R. Larry Campbell, President

       Each person whose individual signature appears below hereby makes,
  constitutes and appoints R. Larry Campbell to sign for such person and in such
  person's name and capacity indicated below, any and all amendments to this
  Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
  Statement has been signed by the following persons in the capacities and on
  the dates indicated.

 
Date:  December 22, 1997          By:  /s/ R. Larry Campbell
                                       -----------------------------------------
                                       R. Larry Campbell, President and Director
                                       (Principal Executive Officer)
 
Date:  December 22, 1997          By:  /s/ Winston G. Dwyer
                                       -----------------------------------------
                                       Winston G. Dwyer, Treasurer (Principal
                                       Financial Officer and Principal 
                                       Accounting Officer)
 
Date:  December 22, 1997          By:  /s/ J. Stanley Vetter, M.D.
                                       -----------------------------------------
                                       J. Stanley Vetter, Director
 
Date:  December 22, 1997          By:  /s/ John T. Page, Jr.
                                       -----------------------------------------
                                       John T. Page, Jr., Director
 
Date:  December 22, 1997          By:  /s/ Russell E. Bennett, Jr.
                                       -----------------------------------------
                                       Russell E. Bennett, Jr., Director
 
Date:  December 22, 1997          By:  /s/ Buena Vista Coggin
                                       -----------------------------------------
                                       Buena Vista Coggin, Director
 
Date:  December 22, 1997          By:  /s/ Joe M. McLaurin
                                       -----------------------------------------
                                       Joe M. McLaurin, Director
 
Date:  December 22, 1997          By:  /s/ W. Jesse Spencer
                                       -----------------------------------------
                                       W. Jesse Spencer, Director
 
Date:  December 22, 1997          By:  /s/ E. E. Vuncannon, Jr.
                                       -----------------------------------------
                                       E. E. Vuncannon, Jr., Director
EXHIBIT INDEX
Method of
Exhibit No.                    Description                           Filing
-----------                    -----------                          ---------
3.1           The Registrant's Articles of Incorporation      Incorporated by
                                                                 Reference

   3.2           The Registrant's Bylaws                         Incorporated by
                                                                 Reference

   4.0           Specimen Stock Certificate for the Registrant   Incorporated by
                                                                 Reference

   5.0           Opinion of Brooks, Pierce, McLendon,            Filed Herewith
                 Humphrey & Leonard, L.L.P. as to legality of
                 securities being registered

  10.0           Carolina Fincorp, Inc. Stock Option Plan        Incorporated by
                                                                 Reference

  23.1           Consent of Brooks, Pierce, McLendon,            Filed Herewith
                 Humphrey & Leonard, L.L.P. (included in
                 Exhibit 5.0)

  23.2           Consent of Dixon Odom PLLC                      Filed Herewith
8