As filed with the Securities and Exchange Commission on June 13, 2007

                                               Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                                FNB UNITED CORP.
             (Exact name of registrant as specified in its charter)


        North Carolina                6021                      56-1456589
(State or other jurisdiction of  (Primary Standard Industrial (I.R.S. Employer
 incorporation or organization)  Classification Code No.)    Identification No.)


        150 South Fayetteville Street, Asheboro, North Carolina 27203
   (Address, including zip code, of registrant's  principal executive offices)

                            2003 Stock Incentive Plan
                            (Full title of the plan)
                            -------------------------

                                Michael C. Miller
                                    President
                                FNB United Corp.
                                150 South Fayetteville Street
                         Asheboro, North Carolina 27203
                                 (336) 626-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<S>                       <C>                    <C>                   <C>                    <C>
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                  Proposed Maximum      Proposed Maximum
Title of Securities to     Amount to be Offering  Price per             Aggregate Offering     Amount of
be Registered              Registered             Share(1)              Price(1)               Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
 Common Stock, par             725,000            $15.65                 $11,346,250.00          $349
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
</TABLE>

 (1) In  accordance with Rule 457(h), the  registration  fee is based upon the
average  of the high and low  prices of the  common  stock of FNB United Corp.
on the NASDAQ Global Select Market on June 11, 2007.

<PAGE>
                                EXPLANATORY NOTE

     This Registration  Statement on Form S-8 registers additional securities of
the same class as other  securities for which a  Registration  Statement on Form
S-8  relating  to the  stock  incentive  plan  named on the  cover  page of this
registration   statement  is   effective.   Accordingly,   pursuant  to  General
Instruction  E  to  Form  S-8,  FNB  United  Corp.  (the  "Registrant")   hereby
incorporates by reference herein the contents of such Registration  Statement on
Form S-8  (Registration  No.  333-105442) and hereby deems such contents to be a
part  hereof,  except as  otherwise  updated or  modified  by this  registration
statement.  All of the  shares  of  Common  Stock  to  which  this  registration
statement and the earlier registration statement relate are issuable pursuant to
awards  made  under the stock  incentive  plan  named on the cover  page of this
registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents and information heretofore filed with the
Securities and Exchange Commission by the Registrant (File No. 0-13823) are
incorporated by reference in this registration statement:

          (1) the description of the Registrant's  Common Stock contained in the
     Registrant's   Registration   Statement  on  Form  S-4   (Registration  No.
     333-130758),  and all  amendments  or  reports  filed  for the  purpose  of
     updating such description;

          (2) the  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 2006;

          (3) the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
     ended March 31, 2007; and

          (4) the  Registrant's  Current  Reports on Form 8-K filed  February 1,
     2007, March 22, 2007, May 10, 2007, May 18, 2007, May 24, 2007, and June 8,
     2007.

         All documents hereafter filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
shares of the Common Stock issuable pursuant to the Plan to which this
registration statement relates have been issued or which deregisters any shares
then remaining unissued, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.


 Item 8.  Exhibits

         Reference is made to the Exhibit Index.


<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 Asheboro, North Carolina on June 13, 2007.

                                        FNB UNITED CORP.

                                        By     /s/ Michael C. Miller
                                            -------------------------------
                                               Michael C. Miller
                                               Chairman and President

                                POWER OF ATTORNEY

         Each officer or director whose signature appears below hereby appoints
Michael C. Miller, Jerry A. Little and Melanie S. Tuttle, or any of them, his
true and lawful attorney-in-fact to sign on his behalf as an individual and in
the capacity stated below, any amendment or post-effective amendment to this
Registration Statement which said attorney-in-fact may deem appropriate or
necessary.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities:


Signature                                Title                    Date
---------                                -----                    ----

  /s/ Michael C. Miller                 Chairman, President       June 13, 2007
------------------------------------    and Director (Principal
Michael C. Miller                       Executive Officer)



  /s/ Jerry A. Little                   Treasurer and Secretary   June 13, 2007
------------------------------------    (Principal Financial
Jerry A. Little                         and Accounting Officer)


  /s/ Jacob F. Alexander III            Director                  June 13, 2007
------------------------------------
Jacob F. Alexander III


  /s/ Larry E. Brooks                   Director                  June 13, 2007
------------------------------------
Larry E. Brooks


  /s/ James M. Campbell, Jr.            Director                  June 13, 2007
------------------------------------
James M. Campbell, Jr.


  /s/ R. Larry Campbell                 Vice President and        June 13, 2007
------------------------------------    Director
R. Larry Campbell


   /s/ Darrell L. Frye                  Director                  June 13, 2007
------------------------------------
Darrell L. Frye


  /s/ Wilbert L. Hancock                Director                  June 13, 2007
------------------------------------
Wilbert L. Hancock


  /s/ Robert P. Huntley                 Director                  June 13, 2007
------------------------------------
Robert P. Huntley


  /s/ Thomas A. Jordan                  Director                  June 13, 2007
------------------------------------
Thomas A. Jordan


  /s/ Lynn S. Lloyd                     Director                  June 13, 2007
------------------------------------
Lynn S. Lloyd


  /s/ H. Ray McKenney                   Director                  June 13, 2007
------------------------------------
H. Ray McKenney


  /s/ Eugene B. McLaurin, III           Director                  June 13, 2007
------------------------------------
Eugene B. McLaurin, II


  /s/ R. Reynolds Neely, Jr.            Director                  June 13, 2007
-------------------------------------
R. Reynolds Neely, Jr.


  /s/ Richard K. Pugh                   Director                  June 13, 2007
------------------------------------
Richard K. Pugh


  /s/ J. M. Ramsay, III                 Director                  June 13, 2007
------------------------------------
J. M. Ramsay, III


  /s/ Carl G. Yale                      Director                  June 13, 2007
-------------------------------------
Carl G. Yale


                                  EXHIBIT INDEX


 Exhibit No.   Description of Exhibits

  5.1          Opinion of Schell Bray Aycock Abel & Livingston PLLC re legality.

 23.1          Consent of Dixon Hughes PLLC.

 23.2          Consent of Schell Bray Aycock Abel &  Livingston  PLLC
               (contained  in Exhibit 5.1 hereof).

 24.1          Power of Attorney (included in the signature pages hereto).
[{"type": "S-8", "sequence": "1", "filename": "s-8body.txt", "description": "FNB UNITED CORP", "secsgml_size_bytes": 9891}]
{"company-data": {"conformed-name": "FNB United Corp.", "cik": "0000764811", "assigned-sic": "6021", "irs-number": "561456589", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-143703", "film-number": "07917278"}, "business-address": {"street1": "150 SOUTH FAYETTEVILLE STREET", "street2": "P O BOX 1328", "city": "ASHEBORO", "state": "NC", "zip": "27203", "phone": "3366268300"}, "mail-address": {"street1": "P.O. BOX 1328", "city": "ASHEBORO", "state": "NC", "zip": "27204"}, "former-company": {"former-conformed-name": "FNB CORP/NC", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on June 13, 2007

                                               Registration No. _____________

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933
                                ----------------

                                FNB UNITED CORP.
             (Exact name of registrant as specified in its charter)

        North Carolina                6021                      56-1456589
(State or other jurisdiction of  (Primary Standard Industrial (I.R.S. Employer
 incorporation or organization)  Classification Code No.)    Identification No.)

        150 South Fayetteville Street, Asheboro, North Carolina 27203
   (Address, including zip code, of registrant's  principal executive offices)

                            2003 Stock Incentive Plan
                            (Full title of the plan)
                            -------------------------

                                Michael C. Miller
                                    President
                                FNB United Corp.
                                150 South Fayetteville Street
                         Asheboro, North Carolina 27203
                                 (336) 626-8300
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
                            -------------------------

                         CALCULATION OF REGISTRATION FEE
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
                                                  Proposed Maximum      Proposed Maximum
Title of Securities to     Amount to be Offering  Price per             Aggregate Offering     Amount of
be Registered              Registered             Share(1)              Price(1)               Registration Fee
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
 Common Stock, par             725,000            $15.65                 $11,346,250.00          $349
 value $2.50
------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) In  accordance with Rule 457(h), the  registration  fee is based upon the
average  of the high and low  prices of the  common  stock of FNB United Corp.
on the NASDAQ Global Select Market on June 11, 2007.
EXPLANATORY NOTE

     This Registration  Statement on Form S-8 registers additional securities of
the same class as other  securities for which a  Registration  Statement on Form
S-8  relating  to the  stock  incentive  plan  named on the  cover  page of this
registration   statement  is   effective.   Accordingly,   pursuant  to  General
Instruction  E  to  Form  S-8,  FNB  United  Corp.  (the  "Registrant")   hereby
incorporates by reference herein the contents of such Registration  Statement on
Form S-8  (Registration  No.  333-105442) and hereby deems such contents to be a
part  hereof,  except as  otherwise  updated or  modified  by this  registration
statement.  All of the  shares  of  Common  Stock  to  which  this  registration
statement and the earlier registration statement relate are issuable pursuant to
awards  made  under the stock  incentive  plan  named on the cover  page of this
registration statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents and information heretofore filed with the
Securities and Exchange Commission by the Registrant (File No. 0-13823) are
incorporated by reference in this registration statement:

          (1) the description of the Registrant's  Common Stock contained in the
     Registrant's   Registration   Statement  on  Form  S-4   (Registration  No.
     333-130758),  and all  amendments  or  reports  filed  for the  purpose  of
     updating such description;

          (2) the  Registrant's  Annual  Report on Form 10-K for the fiscal year
     ended December 31, 2006;

          (3) the  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
     ended March 31, 2007; and

          (4) the  Registrant's  Current  Reports on Form 8-K filed  February 1,
     2007, March 22, 2007, May 10, 2007, May 18, 2007, May 24, 2007, and June 8,
     2007.

         All documents hereafter filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment which indicates that all
shares of the Common Stock issuable pursuant to the Plan to which this
registration statement relates have been issued or which deregisters any shares
then remaining unissued, shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such documents.

 Item 8.  Exhibits

         Reference is made to the Exhibit Index.
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 Asheboro, North Carolina on June 13, 2007.

                                        FNB UNITED CORP.

                                        By     /s/ Michael C. Miller
                                            -------------------------------
                                               Michael C. Miller
                                               Chairman and President

                                POWER OF ATTORNEY

         Each officer or director whose signature appears below hereby appoints
Michael C. Miller, Jerry A. Little and Melanie S. Tuttle, or any of them, his
true and lawful attorney-in-fact to sign on his behalf as an individual and in
the capacity stated below, any amendment or post-effective amendment to this
Registration Statement which said attorney-in-fact may deem appropriate or
necessary.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the following
capacities:

Signature                                Title                    Date
---------                                -----                    ----

  /s/ Michael C. Miller                 Chairman, President       June 13, 2007
------------------------------------    and Director (Principal
Michael C. Miller                       Executive Officer)

  /s/ Jerry A. Little                   Treasurer and Secretary   June 13, 2007
------------------------------------    (Principal Financial
Jerry A. Little                         and Accounting Officer)

  /s/ Jacob F. Alexander III            Director                  June 13, 2007
------------------------------------
Jacob F. Alexander III

  /s/ Larry E. Brooks                   Director                  June 13, 2007
------------------------------------
Larry E. Brooks

  /s/ James M. Campbell, Jr.            Director                  June 13, 2007
------------------------------------
James M. Campbell, Jr.

  /s/ R. Larry Campbell                 Vice President and        June 13, 2007
------------------------------------    Director
R. Larry Campbell

   /s/ Darrell L. Frye                  Director                  June 13, 2007
------------------------------------
Darrell L. Frye

  /s/ Wilbert L. Hancock                Director                  June 13, 2007
------------------------------------
Wilbert L. Hancock

  /s/ Robert P. Huntley                 Director                  June 13, 2007
------------------------------------
Robert P. Huntley

  /s/ Thomas A. Jordan                  Director                  June 13, 2007
------------------------------------
Thomas A. Jordan

  /s/ Lynn S. Lloyd                     Director                  June 13, 2007
------------------------------------
Lynn S. Lloyd

  /s/ H. Ray McKenney                   Director                  June 13, 2007
------------------------------------
H. Ray McKenney

  /s/ Eugene B. McLaurin, III           Director                  June 13, 2007
------------------------------------
Eugene B. McLaurin, II

  /s/ R. Reynolds Neely, Jr.            Director                  June 13, 2007
-------------------------------------
R. Reynolds Neely, Jr.

  /s/ Richard K. Pugh                   Director                  June 13, 2007
------------------------------------
Richard K. Pugh

  /s/ J. M. Ramsay, III                 Director                  June 13, 2007
------------------------------------
J. M. Ramsay, III

  /s/ Carl G. Yale                      Director                  June 13, 2007
-------------------------------------
Carl G. Yale

                                  EXHIBIT INDEX

 Exhibit No.   Description of Exhibits

  5.1          Opinion of Schell Bray Aycock Abel & Livingston PLLC re legality.

 23.1          Consent of Dixon Hughes PLLC.

 23.2          Consent of Schell Bray Aycock Abel &  Livingston  PLLC
               (contained  in Exhibit 5.1 hereof).

 24.1          Power of Attorney (included in the signature pages hereto).