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                              UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                         Washington, D. C. 20549

                                FORM 10-K

               ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
                  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended
   December 31, 1996.                         Commission File No. 0-10852

                    SOUTHERN BANCSHARES (N.C.), INC.
          (Exact name of registrant as specified in its charter)

           DELAWARE                                         56-1538087
(State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                     Identification Number)

121 East Main Street                                           28365
Mount Olive, North Carolina                                 (Zip Code)
(Address of Principal Executive offices)

Registrant's Telephone Number,
 including Area Code:                                      (919)  658-7000

Securities registered pursuant to Section 12(b) of the Act:     None

Securities registered pursuant to Section 12(g) of the Act:

           Series B non-cumulative preferred stock, no par value

Indicate by check mark whether the Registrant  (1) has filed all reports
required  to be filed by Section  13 or 15(d) of  the Securities Exchange Act
of 1934 during  the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                            Yes    _X__      No ___


Indicate by check mark if disclosure of delinquent filers pursuant  to item
405  of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.

                                   [ X ]

The aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of March 21, 1997:  The Registrant's voting stock has no readily
ascertainable market value as of any date within the last sixty days or
otherwise for the reason that such stock is not regularly traded and has no
quoted prices.  Therefore, the aggregate market value of the voting stock held
by non-affiliates is not determinable.

The number of shares outstanding of the Registrant's common stock as of
March 21, 1997:  Common Stock, $5.00 par value - 119,918 shares

Documents Incorporated by Reference

1. Part II    Registrant's Annual Report to Shareholders

2. Part III   Registrant's Definitive Proxy Statement dated March 21, 1997

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     Pursuant to the requirements of Section 13 or 15 (d) of the Securities
     Exchange Act of 1934, the registrant has duly caused this report to be
     signed on its behalf by the undersigned, thereunto duly authorized.

DATED:  MARCH 21, 1997 SOUTHERN  BANCSHARES  (N.C.),  INC.

                         /s/ R. S. Williams
                    By:  ____________________________________________________
                         R. S. Williams, President and Chairman of  the Board

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.



Signature                   Title                 Date


/s/R. S. Williams      Chairman of the Board of    March 21, 1997
R. S. Williams         Directors and President

/s/David A. Bean      Treasurer (principal         March 21, 1997
David A. Bean         financial and accounting
                      officer)

                            Director
Bynum R. Brown

/s/William H. Bryan         Director               March 21, 1997
William H. Bryan

/s/D. Hugh Carlton          Director               March 27, 1997
D. Hugh Carlton

/s/Robert J. Carroll        Director               March 25, 1997
Robert J. Carroll

/s/Hope H. Connell          Director               March 24, 1997
Hope H. Connell

/s/J. Edwin Drew            Director               March 26, 1997
J. Edwin Drew

/s/Moses B. Gillam, Jr      Director               March 25, 1997
Moses B. Gillam, Jr.

/s/Leroy C. Hand, Jr.       Director               March 26, 1997
LeRoy C. Hand, Jr.

/s/Frank B. Holding         Director               March 21, 1997
Frank B. Holding

/s/M. J. McSorley           Director               March 21, 1997
M. J. McSorley

/s/W. B. Midyette, Jr.      Director               March 27, 1997
W. B. Midyette, Jr.

/s/W. Hunter Morgan         Director               March 25, 1997
W. Hunter Morgan

/s/Charles I. Pierce        Director               March 25, 1997
Charles I. Pierce, Sr.

/s/W. A. Potts              Director               March 21, 1997
W. A. Potts

/s/Charles L. Revelle, Jr.  Director               March 28, 1997
Charles L. Revelle, Jr.

/s/ Charles O. Sykes        Director               March 21, 1997
Charles O. Sykes

/s/John N. Walker           Director               March 21, 1997
John N. Walker

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SOUTHERN BANCSHARES (N.C.), INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -(Continued)

(Dollars in thousands)

Note 13.  Parent Company Financial Statements (continued)

PARENT COMPANY ONLY
CONDENSED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Year ended December 31,
                                                                               1996       1995      1994

<S>                                                                          <C>        <C>        <C>
OPERATING ACTIVITIES:
     Net income ..........................................................   $ 4,364    $ 3,913    $ 3,688
     Adjustments to reconcile net income to net cash provided by operating
          activities:
            Equity in undistributed net income of subsidiary .............    (1,808)    (1,665)    (1,189)
            Increase in accrued liabilities ..............................       642        153          5
            Increase (decrease) in interest payable ......................       (39)         9          4
                                                                               -----      -----      -----
NET CASH PROVIDED BY OPERATING ACTIVITIES ................................     3,159      2,410      2,508
                                                                               -----      -----      -----
INVESTING ACTIVITIES:
   Purchase of  investments ..............................................    (1,318)      (444)      --
                                                                               -----      -----      -----
NET CASH USED IN  INVESTING ACTIVITIES ...................................    (1,318)      (444)      --
                                                                               -----      -----      -----
FINANCING ACTIVITIES:

   Dividends paid ........................................................      (587)      (531)      (472)
   Purchase and retirement or redemption of stock ........................       (12)      (253)      (878)
   Principal payments on note payable ....................................    (1,200)    (1,200)    (1,200)
                                                                               -----      -----      -----
NET CASH USED IN FINANCING ACTIVITIVIES ..................................    (1,799)    (1,984)    (2,550)
                                                                               -----      -----      -----

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .....................        42        (18)       (42)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR .......................         4         22         64
                                                                               -----      -----      -----
CASH AND CASH EQUIVALENTS AT THE END OF YEAR .............................   $    46    $     4    $    22
                                                                               =====      =====      =====

</TABLE>