As filed with the Securities and Exchange Commission on July 31, 1996.
                                  File No. 333-


                       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 STOCK OPTION AND INCENTIVE AWARD PLAN
                            (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
Title of               Amount        Offering    Aggregate     Amount of
Securities to          to be         Price Per   Offering     Registration
be Registered       Registered(2)    Unit (1)    Price (1)        Fee

Common Stock,
par value
$4.00 per share       900,000         $22.50    $20,250,000    $6,982.76

         (1) Determined in accordance  with Rule 457(h) under the Securities Act
of 1933 and based on $22.50,  the average of the high and low price per share of
Common  Stock as of July 29,  1996,  as quoted  on the  NASDAQ  National  Market
System.
         (2) This Registration  Statement registers  securities offered pursuant
to terms  which  provide for an  adjustment  in the number of  securities  being
offered to prevent  dilution  resulting  from stock splits,  stock  dividends or
similar  transactions  and will be  deemed to cover  the  additional  securities
offered or issued in connection with any such provision.


                      Total Number of Sequential Pages: 11
                   Exhibit Index Appears on Sequential 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) Registrant's Report on Forms 10-Q for the quarterly periods ended March 31,
     1996 and June 30, 1996;

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


(v)  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,  $4.00
par value per share. On July 21, 1995, Mr. Hudson was granted by the Registrant,
pursuant to the terms of the United Carolina Bancshares Corporation Stock Option
and Incentive Award Plan  (the"Plan") and Stock Option Agreement of even date, a
nonqualified  stock option to purchase 2217 shares of Registrant's  Common Stock
(as adjusted for the 3 for 2 stock split  declared by  Registrant on January 17,
1996),   subject  to  an   incremental   vesting   schedule  set  forth  in  the
aforementioned  Option  Agreement.  Subject to the  discretion  of the Personnel
Committee of the Board of Directors of  Registrant  as Plan  Administrator,  Mr.
Hudson is currently eligible to


                                       2
<PAGE>

participate  in the Plan to  which  this  Registration  Statement  relates  with
respect to future grants thereunder.

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  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


                                       3
<PAGE>

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).

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: 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.


                                       4
<PAGE>

         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  (see
Exhibit Index) are as follows:

         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

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.


                                       5
<PAGE>

         (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  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.

         (c)  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                  July 18, 1996
- -----------------------       Chief 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


                                       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 of United        10
                  Carolina Bancshares Corporation

   23(b)          Consent of KPMG Peat Marwick LLP                11

















                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR UNITED CAROLINA BANCSHARES CORP", "secsgml_size_bytes": 20399}]
{"company-data": {"conformed-name": "UNITED CAROLINA BANCSHARES CORP", "cik": "0000101090", "assigned-sic": "6022", "irs-number": "560954530", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-09253", "film-number": "96601680"}, "business-address": {"street1": "127 WEST WEBSTER ST", "street2": "P O BOX 682", "city": "WHITEVILLE", "state": "NC", "zip": "28472", "phone": "9196421531"}, "former-company": {"former-conformed-name": "WACCAMAW CORP", "date-changed": "19710516"}}
As filed with the Securities and Exchange Commission on July 31, 1996.
                                  File No. 333-

                       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 STOCK OPTION AND INCENTIVE AWARD PLAN
                            (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
Title of               Amount        Offering    Aggregate     Amount of
Securities to          to be         Price Per   Offering     Registration
be Registered       Registered(2)    Unit (1)    Price (1)        Fee

Common Stock,
par value
$4.00 per share       900,000         $22.50    $20,250,000    $6,982.76

         (1) Determined in accordance  with Rule 457(h) under the Securities Act
of 1933 and based on $22.50,  the average of the high and low price per share of
Common  Stock as of July 29,  1996,  as quoted  on the  NASDAQ  National  Market
System.
         (2) This Registration  Statement registers  securities offered pursuant
to terms  which  provide for an  adjustment  in the number of  securities  being
offered to prevent  dilution  resulting  from stock splits,  stock  dividends or
similar  transactions  and will be  deemed to cover  the  additional  securities
offered or issued in connection with any such provision.

                      Total Number of Sequential Pages: 11
                   Exhibit Index Appears on Sequential 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) Registrant's Report on Forms 10-Q for the quarterly periods ended March 31,
     1996 and June 30, 1996;

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

(v)  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,  $4.00
par value per share. On July 21, 1995, Mr. Hudson was granted by the Registrant,
pursuant to the terms of the United Carolina Bancshares Corporation Stock Option
and Incentive Award Plan  (the"Plan") and Stock Option Agreement of even date, a
nonqualified  stock option to purchase 2217 shares of Registrant's  Common Stock
(as adjusted for the 3 for 2 stock split  declared by  Registrant on January 17,
1996),   subject  to  an   incremental   vesting   schedule  set  forth  in  the
aforementioned  Option  Agreement.  Subject to the  discretion  of the Personnel
Committee of the Board of Directors of  Registrant  as Plan  Administrator,  Mr.
Hudson is currently eligible to

                                       2
participate  in the Plan to  which  this  Registration  Statement  relates  with
respect to future grants thereunder.

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  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

                                       3
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).

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: 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.

                                       4
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  (see
Exhibit Index) are as follows:

         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

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.

                                       5
(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  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.

         (c)  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                  July 18, 1996
- -----------------------       Chief 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

                                       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 of United        10
                  Carolina Bancshares Corporation

   23(b)          Consent of KPMG Peat Marwick LLP                11

                                       9