United States
                    Securities And Exchange Commission
                         Washington, D. C. 20549             

                               Form 10-QA

          Quarterly Report Pursuant To Section 13 or 15(d) of
                  The Securities Exchange Act Of 1934
                                                                          
For the quarter ended June 30, 1996.       Commission File No. 0-10852

SOUTHERN BANCSHARES (N.C.), INC.
            DELAWARE                                   56-1538087   
(State of other jurisdiction of                    (I.R.S. Employer
   incorporation or organization)                Identification Number)

121 East Main Street  Mount Olive, North Carolina        28365  

	(Address of Principal Executive offices)          (Zip Code)

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

On April 17, 1996 the Company amended its Certificate Of Incorporation to 
reduce the number of authorized shares of the Company's $2 preferred stock
from 2,060 shares to -0- shares and to delete said class of stock; to 
reduce the number of authorized shares of its Series B preferred stock from 
840,744 shares to 408,728 shares; and to reduce the number of authorized 
shares of its Series C preferred stock from 420,372 shares to 43,631 
shares, for a total aggregate reduction in the number of authorized shares
of 810,817 shares.  Pursuant to resolutions of the Company's Board of Directors,
the Annual Meeting of the Shareholders of the Corporation was duly called and
held on April 17, 1996, upon notice in accordance with Section 222 of the
General Corporation Law of the State of Deleware, at which meeting the necessary
numbers of shares of each class of preferred stock, each class voting separately
as a class, and of all classes of common and preferred stock voting together as
a group, were voted affirmatively in favor of the amendment, as required by
statute.  See Exhibit A,  Certificate of Amendment of Certificate of
Incorporation of Southern BancShares (N.C.), Inc.,  attached.

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 the number of shares outstanding of the Registrant's common stock 
as of  the close of the period covered by this report.    
                              119,918 shares       

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Persuant to the requirements 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.

  
                                          SOUTHERN BANCSHARES (N.C.), INC.  
  
  
Dated: August 1, 1996                    __________________________________  
                                         M. J. McSorley, Vice President  
  

  
Dated: August 1, 1996                    __________________________________  
                                         David A. Bean, Secretary/Treasurer  
  
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