As filed with the Securities and Exchange Commission on July 19, 1996.
                                  File No. 33-


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     UNITED CAROLINA BANCSHARES CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

        North Carolina                               56-0954530
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                 Identification Number)


                             127 West Webster Street
                        Whiteville, North Carolina 28472
              (Address and Zip Code of Principal Executive Offices)

    UNITED CAROLINA BANCSHARES CORPORATION DOLLAR PLUS SAVINGS PLAN AND TRUST
                            (Full Title of the Plan)

                              Howard V. Hudson, Jr.
                     UNITED CAROLINA BANCSHARES CORPORATION
                             127 West Webster Street
                        Whiteville, North Carolina 28472
                                 (910) 642-5131
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                    Maximum       Maximum
                          Amount    Offering     Aggregate      Amount of
Title of Securities       to be      Price       Offering      Registration
to be Registered       Registered   Per Unit      Price           Fee

Common Stock,
 par value $4.00
 per share              2,500,000   $   (1)      $   (1)       $19,073.28

Plan Interests in the      (2)          (3)          (3)           (3)
United Carolina
Bancshares Corporation
Dollar Plus Savings
Plan and Trust

         (1) Determined in accordance  with Rule 457(h) under the Securities Act
of 1933,  based on $22.125,  the average of the high and low prices  reported on
July 17,1996 as quoted on the NASDAQ National Market System.
         (2)  Pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
         (3) Not applicable.


                      Total Number of Sequential Pages: 11
                        Exhibit Index Appears on Page: 9


                                       1

<PAGE>

     PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (i)      Registrant's Annual Report on Form 10-K for the year ended
                  December  31, 1995;

         (ii)     Annual  Report on Form 11-K for the year  ended  December  31,
                  1995,  filed by the  United  Carolina  Bancshares  Corporation
                  Dollar Plus Savings Plan and Trust (the "Plan");

         (iii)    Registrant's Report on Form  10-Q for the quarterly period
                  ended March  31, 1996;

         (iv)     Registrant's Reports on Form  8-K filed February  9, 1996 and
                  April  16, 1996;

         (v)      Description  of  Registrant's  Common  Stock  contained in its
                  Registration  Statement on Form 10, as amended by Registrant's
                  subsequent reports filed under the Exchange Act; and,

         (vi)     All  documents  subsequently  filed  with  the  Commission  by
                  Registrant and the 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
                  being  offered  have  been  sold  or  which   deregisters  all
                  securities  then  remaining  unsold  shall  be  deemed  to  be
                  incorporated  herein by reference and to be a part hereof from
                  the dates of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The  opinion of Howard V.  Hudson,  Jr.,  an officer of the  Registrant
holding  the  offices  of  General  Counsel  and  Secretary  of the  Registrant,
addressing certain legal matters with respect to this Registration  Statement is
attached as Exhibits  5(a) and 23(a).  As of May 31,  1996,  Mr.  Hudson was the
beneficial owner of 25,915.654 shares of the Registrant's  Common Stock of which
13,999.702 shares are allocated to Mr. Hudson's individual account in the Plan.

Item 6.  Indemnification of Directors and Officers

         The North  Carolina  Business  Corporation  Act provides for  statutory
indemnification  of  corporate  directors  and  officers,  and the  allowance of
voluntary  (nonstatutory)  indemnification  of  directors  and  officers and the
procurement of insurance, both of which enable a corporation to

                                       2

<PAGE>

expand protection
substantially beyond the limits set by statutory indemnification. In addition, a
corporation  may, by  adoption  of charter  provision,  limit or  eliminate  the
personal  liability of each of its directors for monetary  damages for breach of
duty of care, with certain exceptions.

Statutory Indemnification:

         Mandatory Indemnification.  A North Carolina corporation must indemnify
a  director  or  officer  who has  been  wholly  successful,  on the  merits  or
otherwise,  in the defense of any actual or  threatened  proceeding  to which he
was, or was  threatened  to be made, a party  because he is or was a director or
officer of the corporation.  This statutory right of indemnification  covers all
reasonable  expenses  incurred by the director or officer in connection with the
proceeding, including attorneys' fees.

         Permissive  Indemnification.  Subject to the exceptions  noted below, a
North  Carolina  corporation  may,  but is not required  to,  indemnify  against
liability  a director or officer who is, or has been  threatened  to be made,  a
party to a  proceeding  because he is or was acting in that  capacity if: (1) he
conducted himself in good faith; and (2) he reasonably  believed (i) in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interest; and (ii) in all other cases, that his conduct was at least
not  opposed  to  its  best  interests;  and  (3) in the  case  of any  criminal
proceeding,  he had no reasonable  cause to believe his conduct was unlawful.  A
corporation may not, however, permissibly indemnify a director or officer either
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 any
other  proceeding  charging  improper  personal  benefit to him,  whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         Advance  for  Expenses.  Expenses  incurred by a director or officer in
defending a proceeding  may be paid by the  corporation  in advance of the final
disposition  of the  proceeding  as  authorized by the board of directors in the
specific  case, or as  authorized by the charter or bylaws or by any  applicable
resolution or contract,  upon receipt of an  undertaking by or on behalf of such
person to repay amounts  advanced  unless it ultimately is determined  that such
person is entitled to be indemnified by the corporation against such expenses.

         Court-ordered   Indemnification.   Unless   provided   otherwise  in  a
corporation's  charter,  a director or officer who is party to a proceeding  may
apply for  indemnification  to the court conducting the proceeding or to another
court of competent jurisdiction.  On application and notice, the court may order
indemnification  if it  determines  either (1) that the  director  or officer is
entitled to mandatory  indemnification,  in which case the court will also order
the  corporation  to  pay  the  reasonable   expenses  incurred  to  obtain  the
court-ordered  indemnification,  or, (2) that the  director or officer is fairly
and   reasonably   entitled  to   indemnification   in  view  of  all   relevant
circumstances,  whether or not such person met the requisite standard of conduct
or was adjudged  liable to the corporation in connection with a proceeding by or
in the  right of the  corporation  or on the basis  that  personal  benefit  was
improperly  received in connection with any other proceeding so charging (but if
adjudged so liable, indemnification is limited to reasonable expenses incurred).

                                       3
<PAGE>

Nonstatutory Voluntary Indemnification:

         In addition  to and  separate  and apart from those forms of  statutory
indemnification  discussed  above, the North Carolina  Business  Corporation Act
provides that a corporation  may indemnify or agree to indemnify any director or
officer  against  liability or expenses in any  proceeding  by provisions in its
charter  or  bylaws,  or by  contract  or  resolution  adopted  by the  board of
directors,  subject to only one  limiting  standard of conduct that must be met:
the director or officer cannot be indemnified 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.  Further,  a corporation may purchase and
maintain  insurance in any amount and for all  available  liability  coverage on
behalf of any person who was or is a director or officer of the  corporation  or
who,  while a director or officer of the  corporation,  is or was serving at the
request of such  corporation as a director or officer of another  corporation or
business entity.

         Pursuant to Registrant's  bylaws, any person who at any time is serving
or has served as a director of Registrant shall have the right to be indemnified
by Registrant to the fullest extent permitted by law against expenses, including
reasonable attorneys' fees, and liability incurred by him in any proceeding.  In
addition,  Registrant  maintains  directors and officers liability insurance for
the benefit of Registrant  and its directors and officers,  which  protects such
persons  against  wrongful acts as defined in the insurance  policies issued for
such purpose.

Charter Limitation and Elimination of Liability:

     A  corporation  may by charter  provision  limit or eliminate  the personal
liability  of each  director  for  monetary  damages for breach of any duty as a
director,  with certain exceptions.  Those exceptions are: (1) acts or omissions
that the  director at the time of such breach knew or believed  were  clearly in
conflict  with the best  interests of the  corporation;  (2) any  liability  for
unlawful  distributions;  (3) any transaction from which the director derived an
improper personal benefit;  or (4) acts or omissions occurring prior to the date
that the provision in the charter became effective.

         Pursuant to charter amendment approved by Registrant's  shareholders in
1988,  Registrant's charter provides that, to the fullest extent allowed by law,
no director of Registrant  shall be personally  liable for monetary  damages for
breach of duty as a director.  The  aforementioned  charter  provision  does not
limit or preclude  indemnification of a director by Registrant for any liability
which has not been eliminated by this charter provision.

Item 7.  Exemption From Registration Claimed

         Not applicable

Item 8.  Exhibits

         The exhibits  included as part of this  Registration  Statement  are as
follows:

                                       4
<PAGE>


         Exhibit Number                        Description

         5(a) and 23(a)                Opinion and Consent of Counsel of
                                       United Carolina Bancshares Corporation

            23(b)                      Consent of KPMG Peat Marwick LLP

Neither an opinion of counsel  concerning  compliance of the Plan with ERISA nor
an Internal Revenue Service (the "Service") determination letter is submitted as
an  exhibit to this  Registration  Statement.  The Plan last  obtained a Service
determination letter indicating that the Plan was qualified under Section 401 of
the Internal Revenue Code on July 6, 1995. The Plan has been amended  subsequent
to its  receipt  of the  aforementioned  determination  letter.  In  lieu of the
aforementioned opinions, the Registrant undertakes hereby to submit the Plan and
any amendments thereto to the Service in order to secure a determination  letter
in a timely manner and will make all changes required by the Service in order to
qualify the Plan.

Item 9.  Undertakings

(a)  Rule 415 Offering:  The undersigned  Registrant hereby  undertakes:  (1) To
     file,  during any period in which  offers or sales are being  made,  a post
     effective  amendment  to this  registration  statement:  (i) to include any
     prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
     to  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  (iii) to include any  material  information  with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     registration  statement or any material  change to such  information in the
     registration statement; provided, however, that subparagraphs (a)(1)(i) and
     (a)(1)(ii) above do not apply if the information required to be included in
     a post-effective  amendment by those subparagraphs 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  Securities Act of 1934 that
     are incorporated by reference in the registration statement;  (2) That, for
     the purpose of determining  any liability under the Securities Act of 1933,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering  thereof;  and (3) To  remove  from  registration  by  means  of a
     post-effective  amendment  any of the  securities  being  registered  which
     remain unsold at the termination of the offering.

(b)  Filings Incorporating  Subsequent Exchange Act Documents By Reference:  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any  liability  under  the  Securities  Act of  1933,  each  filing  of the
     Registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,  each filing of
     an employee benefit plan's annual report


                                       5
<PAGE>

     pursuant to section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof. (h) Filing Of Registration Statement On Form S-8: Insofar
     as indemnification for liabilities arising under the Securities Act of 1933
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Whiteville,  State of North  Carolina,  on July 18,
1996.

                                  United Carolina Bancshares Corporation
                                  (Registrant)

                               by /s/Kenneth L. Miller, Jr.
                                  --------- ---------------
                                  Kenneth L. Miller, Jr.
                                  President


                                       6

<PAGE>


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

     Signature                    Title                         Date


/s/ E. Rhone Sasser            Chairman and Chief           July 18, 1996
- ------------------------       Executive Officer
E. Rhone Sasser


/s/ Ronald C. Monger           Executive Vice President      July 18, 1996
- ------------------------       and Chief Financial Officer
Ronald C. Monger               (Principal Financial
                               Officer)


/s/ John F. Watson             Controller (Principal         July 18, 1996
- ------------------------       Accounting Officer)
John F. Watson


/s/ J. W. Adams                Director                      July 18, 1996
- ------------------------
J. W. Adams


/s/ John V. Andrews            Director                      July 18, 1996
- ------------------------
John V. Andrews


/s/ Russell M. Carter          Director                      July 18, 1996
- ------------------------
Russell M. Carter


/s/ W. E. Carter               Director                      July 18, 1996
- ------------------------
W. Eugene Carter


/s/ Alfred E. Cleveland        Director                      July 18, 1996
- ------------------------
Alfred E. Cleveland


/s/ James L. Cresimore         Director                      July 18, 1996
- ------------------------
James L. Cresimore


/s/ Thomas P. Dillon           Director                      July 18, 1996
- ------------------------
Thomas P. Dillon

                                       7
<PAGE>


/s/ C. Frank Griffin           Director                      July 18, 1996
- ------------------------
C. Frank Griffin


/s/ James C. High              Director                      July 18, 1996
- ------------------------
James C. High


/s/ Jack E. Shaw               Director                      July 18, 1996
- ------------------------
Jack E. Shaw


/s/ Harold B. Wells            Director                      July 18, 1996
- ------------------------
Harold B. Wells


/s/ Charles M. Winston         Director                      July 18, 1996
- ------------------------
Charles M. Winston


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who  administer the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized in the City of Whiteville, State of North
Carolina, on July 18, 1996.

                                  United Carolina Bancshares Corporation
                                  Dollar Plus Savings Plan and Trust
                                  (The Plan)

                               by:United Carolina Bancshares Corporation, Plan
                                  Administrator

                               by /s/ Thomas A. Nicholson, Jr.
                                  ----------------------------
                                  Thomas A. Nicholson, Jr.
                                  Senior Vice President

                               by: United Carolina Bank, Trustee

                               by: /s/ Jerry L. Schrader
                                   ---------------------
                                   Jerry L. Schrader
                                   Senior Vice President


                                       8

<PAGE>


                                 EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8


                                                           Sequential
Exhibit Number                 Description                 Page Number
- --------------                 -----------                 -----------

5(a) and 23(a)       Opinion and Consent of Counsel            10
                     of United Carolina Bancshares
                     Corporation

23(b)                Consent of KPMG Peat Marwick LLP         11





                                       9
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As filed with the Securities and Exchange Commission on July 19, 1996.
                                  File No. 33-

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                     UNITED CAROLINA BANCSHARES CORPORATION
               (Exact Name of Issuer as Specified in its Charter)

        North Carolina                               56-0954530
(State or Other Jurisdiction of                   (I.R.S. Employer
 Incorporation or Organization)                 Identification Number)

                             127 West Webster Street
                        Whiteville, North Carolina 28472
              (Address and Zip Code of Principal Executive Offices)

    UNITED CAROLINA BANCSHARES CORPORATION DOLLAR PLUS SAVINGS PLAN AND TRUST
                            (Full Title of the Plan)

                              Howard V. Hudson, Jr.
                     UNITED CAROLINA BANCSHARES CORPORATION
                             127 West Webster Street
                        Whiteville, North Carolina 28472
                                 (910) 642-5131
 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                    Maximum       Maximum
                          Amount    Offering     Aggregate      Amount of
Title of Securities       to be      Price       Offering      Registration
to be Registered       Registered   Per Unit      Price           Fee

Common Stock,
 par value $4.00
 per share              2,500,000   $   (1)      $   (1)       $19,073.28

Plan Interests in the      (2)          (3)          (3)           (3)
United Carolina
Bancshares Corporation
Dollar Plus Savings
Plan and Trust

         (1) Determined in accordance  with Rule 457(h) under the Securities Act
of 1933,  based on $22.125,  the average of the high and low prices  reported on
July 17,1996 as quoted on the NASDAQ National Market System.
         (2)  Pursuant to Rule 416(c)  under the  Securities  Act of 1933,  this
registration  statement also covers an  indeterminate  amount of interests to be
offered or sold pursuant to the employee benefit plan described herein.
         (3) Not applicable.

                      Total Number of Sequential Pages: 11
                        Exhibit Index Appears on Page: 9

                                       1
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

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

         (i)      Registrant's Annual Report on Form 10-K for the year ended
                  December  31, 1995;

         (ii)     Annual  Report on Form 11-K for the year  ended  December  31,
                  1995,  filed by the  United  Carolina  Bancshares  Corporation
                  Dollar Plus Savings Plan and Trust (the "Plan");

         (iii)    Registrant's Report on Form  10-Q for the quarterly period
                  ended March  31, 1996;

         (iv)     Registrant's Reports on Form  8-K filed February  9, 1996 and
                  April  16, 1996;

         (v)      Description  of  Registrant's  Common  Stock  contained in its
                  Registration  Statement on Form 10, as amended by Registrant's
                  subsequent reports filed under the Exchange Act; and,

         (vi)     All  documents  subsequently  filed  with  the  Commission  by
                  Registrant and the 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
                  being  offered  have  been  sold  or  which   deregisters  all
                  securities  then  remaining  unsold  shall  be  deemed  to  be
                  incorporated  herein by reference and to be a part hereof from
                  the dates of filing of such documents.

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         The  opinion of Howard V.  Hudson,  Jr.,  an officer of the  Registrant
holding  the  offices  of  General  Counsel  and  Secretary  of the  Registrant,
addressing certain legal matters with respect to this Registration  Statement is
attached as Exhibits  5(a) and 23(a).  As of May 31,  1996,  Mr.  Hudson was the
beneficial owner of 25,915.654 shares of the Registrant's  Common Stock of which
13,999.702 shares are allocated to Mr. Hudson's individual account in the Plan.

Item 6.  Indemnification of Directors and Officers

         The North  Carolina  Business  Corporation  Act provides for  statutory
indemnification  of  corporate  directors  and  officers,  and the  allowance of
voluntary  (nonstatutory)  indemnification  of  directors  and  officers and the
procurement of insurance, both of which enable a corporation to

                                       2
expand protection
substantially beyond the limits set by statutory indemnification. In addition, a
corporation  may, by  adoption  of charter  provision,  limit or  eliminate  the
personal  liability of each of its directors for monetary  damages for breach of
duty of care, with certain exceptions.

Statutory Indemnification:

         Mandatory Indemnification.  A North Carolina corporation must indemnify
a  director  or  officer  who has  been  wholly  successful,  on the  merits  or
otherwise,  in the defense of any actual or  threatened  proceeding  to which he
was, or was  threatened  to be made, a party  because he is or was a director or
officer of the corporation.  This statutory right of indemnification  covers all
reasonable  expenses  incurred by the director or officer in connection with the
proceeding, including attorneys' fees.

         Permissive  Indemnification.  Subject to the exceptions  noted below, a
North  Carolina  corporation  may,  but is not required  to,  indemnify  against
liability  a director or officer who is, or has been  threatened  to be made,  a
party to a  proceeding  because he is or was acting in that  capacity if: (1) he
conducted himself in good faith; and (2) he reasonably  believed (i) in the case
of conduct in his official  capacity with the corporation,  that his conduct was
in its best interest; and (ii) in all other cases, that his conduct was at least
not  opposed  to  its  best  interests;  and  (3) in the  case  of any  criminal
proceeding,  he had no reasonable  cause to believe his conduct was unlawful.  A
corporation may not, however, permissibly indemnify a director or officer either
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 any
other  proceeding  charging  improper  personal  benefit to him,  whether or not
involving  action in his official  capacity,  in which he was adjudged liable on
the basis that personal benefit was improperly received by him.

         Advance  for  Expenses.  Expenses  incurred by a director or officer in
defending a proceeding  may be paid by the  corporation  in advance of the final
disposition  of the  proceeding  as  authorized by the board of directors in the
specific  case, or as  authorized by the charter or bylaws or by any  applicable
resolution or contract,  upon receipt of an  undertaking by or on behalf of such
person to repay amounts  advanced  unless it ultimately is determined  that such
person is entitled to be indemnified by the corporation against such expenses.

         Court-ordered   Indemnification.   Unless   provided   otherwise  in  a
corporation's  charter,  a director or officer who is party to a proceeding  may
apply for  indemnification  to the court conducting the proceeding or to another
court of competent jurisdiction.  On application and notice, the court may order
indemnification  if it  determines  either (1) that the  director  or officer is
entitled to mandatory  indemnification,  in which case the court will also order
the  corporation  to  pay  the  reasonable   expenses  incurred  to  obtain  the
court-ordered  indemnification,  or, (2) that the  director or officer is fairly
and   reasonably   entitled  to   indemnification   in  view  of  all   relevant
circumstances,  whether or not such person met the requisite standard of conduct
or was adjudged  liable to the corporation in connection with a proceeding by or
in the  right of the  corporation  or on the basis  that  personal  benefit  was
improperly  received in connection with any other proceeding so charging (but if
adjudged so liable, indemnification is limited to reasonable expenses incurred).

                                       3
Nonstatutory Voluntary Indemnification:

         In addition  to and  separate  and apart from those forms of  statutory
indemnification  discussed  above, the North Carolina  Business  Corporation Act
provides that a corporation  may indemnify or agree to indemnify any director or
officer  against  liability or expenses in any  proceeding  by provisions in its
charter  or  bylaws,  or by  contract  or  resolution  adopted  by the  board of
directors,  subject to only one  limiting  standard of conduct that must be met:
the director or officer cannot be indemnified 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.  Further,  a corporation may purchase and
maintain  insurance in any amount and for all  available  liability  coverage on
behalf of any person who was or is a director or officer of the  corporation  or
who,  while a director or officer of the  corporation,  is or was serving at the
request of such  corporation as a director or officer of another  corporation or
business entity.

         Pursuant to Registrant's  bylaws, any person who at any time is serving
or has served as a director of Registrant shall have the right to be indemnified
by Registrant to the fullest extent permitted by law against expenses, including
reasonable attorneys' fees, and liability incurred by him in any proceeding.  In
addition,  Registrant  maintains  directors and officers liability insurance for
the benefit of Registrant  and its directors and officers,  which  protects such
persons  against  wrongful acts as defined in the insurance  policies issued for
such purpose.

Charter Limitation and Elimination of Liability:

     A  corporation  may by charter  provision  limit or eliminate  the personal
liability  of each  director  for  monetary  damages for breach of any duty as a
director,  with certain exceptions.  Those exceptions are: (1) acts or omissions
that the  director at the time of such breach knew or believed  were  clearly in
conflict  with the best  interests of the  corporation;  (2) any  liability  for
unlawful  distributions;  (3) any transaction from which the director derived an
improper personal benefit;  or (4) acts or omissions occurring prior to the date
that the provision in the charter became effective.

         Pursuant to charter amendment approved by Registrant's  shareholders in
1988,  Registrant's charter provides that, to the fullest extent allowed by law,
no director of Registrant  shall be personally  liable for monetary  damages for
breach of duty as a director.  The  aforementioned  charter  provision  does not
limit or preclude  indemnification of a director by Registrant for any liability
which has not been eliminated by this charter provision.

Item 7.  Exemption From Registration Claimed

         Not applicable

Item 8.  Exhibits

         The exhibits  included as part of this  Registration  Statement  are as
follows:

                                       4
Exhibit Number                        Description

         5(a) and 23(a)                Opinion and Consent of Counsel of
                                       United Carolina Bancshares Corporation

            23(b)                      Consent of KPMG Peat Marwick LLP

Neither an opinion of counsel  concerning  compliance of the Plan with ERISA nor
an Internal Revenue Service (the "Service") determination letter is submitted as
an  exhibit to this  Registration  Statement.  The Plan last  obtained a Service
determination letter indicating that the Plan was qualified under Section 401 of
the Internal Revenue Code on July 6, 1995. The Plan has been amended  subsequent
to its  receipt  of the  aforementioned  determination  letter.  In  lieu of the
aforementioned opinions, the Registrant undertakes hereby to submit the Plan and
any amendments thereto to the Service in order to secure a determination  letter
in a timely manner and will make all changes required by the Service in order to
qualify the Plan.

Item 9.  Undertakings

(a)  Rule 415 Offering:  The undersigned  Registrant hereby  undertakes:  (1) To
     file,  during any period in which  offers or sales are being  made,  a post
     effective  amendment  to this  registration  statement:  (i) to include any
     prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii)
     to  reflect  in the  prospectus  any  facts or  events  arising  after  the
     effective  date  of  the   registration   statement  (or  the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     registration  statement;  (iii) to include any  material  information  with
     respect  to the  plan  of  distribution  not  previously  disclosed  in the
     registration  statement or any material  change to such  information in the
     registration statement; provided, however, that subparagraphs (a)(1)(i) and
     (a)(1)(ii) above do not apply if the information required to be included in
     a post-effective  amendment by those subparagraphs 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  Securities Act of 1934 that
     are incorporated by reference in the registration statement;  (2) That, for
     the purpose of determining  any liability under the Securities Act of 1933,
     each such post-effective amendment shall be deemed to be a new registration
     statement relating to the securities  offered therein,  and the offering of
     such  securities  at that time shall be deemed to be the initial  bona fide
     offering  thereof;  and (3) To  remove  from  registration  by  means  of a
     post-effective  amendment  any of the  securities  being  registered  which
     remain unsold at the termination of the offering.

(b)  Filings Incorporating  Subsequent Exchange Act Documents By Reference:  The
     undersigned  Registrant hereby undertakes that, for purposes of determining
     any  liability  under  the  Securities  Act of  1933,  each  filing  of the
     Registrant's  annual  report  pursuant to section 13(a) or section 15(d) of
     the Securities Exchange Act of 1934 (and, where applicable,  each filing of
     an employee benefit plan's annual report

                                       5
pursuant to section 15(d) of the
     Securities  Exchange Act of 1934) that is  incorporated by reference in the
     registration  statement shall be deemed to be a new registration  statement
     relating  to the  securities  offered  therein,  and the  offering  of such
     securities  at that  time  shall be  deemed  to be the  initial  bona  fide
     offering thereof. (h) Filing Of Registration Statement On Form S-8: Insofar
     as indemnification for liabilities arising under the Securities Act of 1933
     may be permitted to  directors,  officers  and  controlling  persons of the
     Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
     Registrant  has been  advised  that in the  opinion of the  Securities  and
     Exchange  Commission  such  indemnification  is  against  public  policy as
     expressed in the Act and is, therefore,  unenforceable. In the event that a
     claim for indemnification  against such liabilities (other than the payment
     by the  Registrant of expenses  incurred or paid by a director,  officer or
     controlling  person of the  Registrant  in the  successful  defense  of any
     action,  suit or  proceeding)  is  asserted  by such  director,  officer or
     controlling person in connection with the securities being registered,  the
     Registrant  will,  unless in the opinion of its counsel the matter has been
     settled  by  controlling  precedent,  submit  to  a  court  of  appropriate
     jurisdiction  the question  whether such  indemnification  by it is against
     public  policy as  expressed  in the Act and will be  governed by the final
     adjudication of such issue.
                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of  Whiteville,  State of North  Carolina,  on July 18,
1996.

                                  United Carolina Bancshares Corporation
                                  (Registrant)

                               by /s/Kenneth L. Miller, Jr.
                                  --------- ---------------
                                  Kenneth L. Miller, Jr.
                                  President

                                       6
Pursuant to the  requirements of the Securities Act of 1933,  this  registration
statement has been signed by the following  persons in the capacities and on the
date indicated.

     Signature                    Title                         Date

/s/ E. Rhone Sasser            Chairman and Chief           July 18, 1996
- ------------------------       Executive Officer
E. Rhone Sasser

/s/ Ronald C. Monger           Executive Vice President      July 18, 1996
- ------------------------       and Chief Financial Officer
Ronald C. Monger               (Principal Financial
                               Officer)

/s/ John F. Watson             Controller (Principal         July 18, 1996
- ------------------------       Accounting Officer)
John F. Watson

/s/ J. W. Adams                Director                      July 18, 1996
- ------------------------
J. W. Adams

/s/ John V. Andrews            Director                      July 18, 1996
- ------------------------
John V. Andrews

/s/ Russell M. Carter          Director                      July 18, 1996
- ------------------------
Russell M. Carter

/s/ W. E. Carter               Director                      July 18, 1996
- ------------------------
W. Eugene Carter

/s/ Alfred E. Cleveland        Director                      July 18, 1996
- ------------------------
Alfred E. Cleveland

/s/ James L. Cresimore         Director                      July 18, 1996
- ------------------------
James L. Cresimore

/s/ Thomas P. Dillon           Director                      July 18, 1996
- ------------------------
Thomas P. Dillon

                                       7
/s/ C. Frank Griffin           Director                      July 18, 1996
- ------------------------
C. Frank Griffin

/s/ James C. High              Director                      July 18, 1996
- ------------------------
James C. High

/s/ Jack E. Shaw               Director                      July 18, 1996
- ------------------------
Jack E. Shaw

/s/ Harold B. Wells            Director                      July 18, 1996
- ------------------------
Harold B. Wells

/s/ Charles M. Winston         Director                      July 18, 1996
- ------------------------
Charles M. Winston

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
trustees (or other persons who  administer the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized in the City of Whiteville, State of North
Carolina, on July 18, 1996.

                                  United Carolina Bancshares Corporation
                                  Dollar Plus Savings Plan and Trust
                                  (The Plan)

                               by:United Carolina Bancshares Corporation, Plan
                                  Administrator

                               by /s/ Thomas A. Nicholson, Jr.
                                  ----------------------------
                                  Thomas A. Nicholson, Jr.
                                  Senior Vice President

                               by: United Carolina Bank, Trustee

                               by: /s/ Jerry L. Schrader
                                   ---------------------
                                   Jerry L. Schrader
                                   Senior Vice President

                                       8
EXHIBIT INDEX
                                       TO
                       REGISTRATION STATEMENT ON FORM S-8

                                                           Sequential
Exhibit Number                 Description                 Page Number
- --------------                 -----------                 -----------

5(a) and 23(a)       Opinion and Consent of Counsel            10
                     of United Carolina Bancshares
                     Corporation

23(b)                Consent of KPMG Peat Marwick LLP         11

                                       9