UNITED STATES
                  SECURITIES AND EXCHANGE COMMISSION

                        Washington, D.C. 20549

                              Form 10-Q

         Quarterly Report Pursuant to Section 13 or 15(d) of
                 the Securities Exchange Act of 1934

               For the period ended September 30, 1997


                   Commission File Number:  0-12358

                      CCB FINANCIAL CORPORATION
            (Exact name of issuer as specified in charter)


             North Carolina                  56-1347849
      (State or other jurisdiction        (I.R.S. Employer
           of incorporation)            Identification No.)


      111 Corcoran Street, Post Office Box 931, Durham, NC 27702
               (Address of principal executive offices)


  Registrant's telephone number, including area code (919) 683-7777


   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  [     ]


                APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's clas
ses of
           common stock, as of the latest practicable date.

       Common Stock, $5 Par value            20,758,369
            (Class of Stock)            (Shares outstanding
                                      as of November 13, 1997)

                       CCB FINANCIAL CORPORATION
                                   
                               FORM 10-Q
                                   
                                 INDEX


Part 1.   Financial Information

  Item 1. Financial Statements

     Consolidated Balance Sheets
       September 30, 1997, December 31, 1996 and September
       30, 1996                                                     3
     
     Consolidated Statements of Income
       Three and Nine Months Ended September 30, 1997 and 1996      4
     
     Consolidated Statements of Shareholders' Equity
       Three and Nine Months Ended September 30, 1997 and 1996      5
     
     Consolidated Statements of Cash Flows
       Nine Months Ended September 30, 1997 and 1996                6
     
     Notes to Consolidated Financial Statements
       Nine Months Ended September 30, 1997 and 1996                7
     
  Item 2. Management's Discussion and Analysis of
       Financial Condition and Results of Operations                10

Part II. Other Information

  Item 6. Exhibits and Reports on Form 8-K                          18

Signatures                                                          19


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

              CCB Financial Corporation and Subsidiaries
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)


                                        September   December   September
                                           30,        31,         30,
                                           1997       1996        1996
Assets:                                                                 
Cash and due from banks              $    217,669     246,934     234,473
Time deposits in other banks               34,247      99,794      64,414
Federal funds sold and other                                            
 short-term investments                   185,000     271,290     184,855
Investment securities:                                                   
  Available for sale                    1,370,441   1,267,518   1,387,401
  Held to maturity (market                                              
   values of $86,118,                                                   
   $88,504 and $80,112)                    81,677      84,262      76,222
Loans and lease financing (notes                                        
 2 and 4)                               4,975,169   4,745,663   4,598,952
  Less reserve for loan and                                             
   lease losses (note 5)                   66,619      61,257      59,387
    Net loans and lease financing       4,908,550   4,684,406   4,539,565
Premises and equipment                     84,914      85,793      85,427
Other assets (notes 4 and 5)              144,117     140,209     142,067
    Total assets                     $  7,026,615   6,880,206   6,714,424
                                                                        
Liabilities:                                                            
Deposits:                                                               
  Demand (noninterest-bearing)       $    699,773     712,888     672,080
  Savings and NOW accounts                693,480     705,357     683,772
  Money market accounts                 1,618,311   1,588,242   1,589,393
  Jumbo time deposits                     384,696     407,850     339,775
  Consumer time deposits                2,444,878   2,327,118   2,244,349
   Total deposits                       5,841,138   5,741,455   5,529,369
Other short-term borrowed funds           298,024     356,839     425,422
Long-term debt                            100,919      58,449      59,647
Other liabilities                         125,079     112,012     112,800
    Total liabilities                   6,365,160   6,268,755   6,127,238
                                                                         
Shareholders' equity:                                                    
Serial preferred stock. Authorized                                      
 5,000,000 shares; none issued                --          --          --
Common stock of $5 par value.                                            
 Authorized 50,000,000 shares;                                          
 15,803,293, 15,749,832                                                 
 and 15,714,469 shares issued             103,767     103,170     102,997
Additional paid-in capital                143,304     140,616     139,833
Retained earnings                         401,765     361,073     344,389
Unrealized gain on investment                                           
 securities available for sale,                                         
 net of applicable taxes                   12,682       7,330         958
Less: Unearned common stock held                                        
 by management recognition plans             (63)       (738)       (991)
    Total shareholders' equity            661,455     611,451     587,186
    Total liabilities and                                               
     shareholders' equity            $  7,026,615   6,880,206   6,714,424
                                                                 
See accompanying notes to consolidated financial statements.




              CCB Financial Corporation and Subsidiaries
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)

                                         Three Months Ended
                                           September 30,
                                            1997        1996
                                        (In Thousands Except
                                           Per Share Data)
Interest income:                                             
Interest and fees on loans and leases   $  112,131    102,903
Interest and dividends on investment                      
 securities:                                                 
  U.S. Treasury                              7,992      7,505
  U.S. Government agencies                                   
   and corporations                         13,895     13,518
  States and political subdivisions                      
   (primarily tax-exempt)                    1,208      1,118
  Equity and other securities                  753        900
Interest on time deposits in                                 
 other banks                                   466        702
Interest on federal funds sold and                      
 other short-term investments                2,487      3,085
      Total interest income                138,932    129,731
                                                             
Interest expense:                                            
Deposits                                    58,123     53,686
Short-term borrowed funds                    3,769      5,609
Long-term debt                               1,637        989
      Total interest expense                63,529     60,284
Net interest income                         75,403     69,447
Provision for loan and lease                                 
 losses (note 4)                             5,355      5,446
                                                             
Net interest income after provision                      
 for loan and lease losses                  70,048     64,001
                                                             
Other income:                                                
Service charges on deposit accounts         11,253     10,150
Trust and custodian fees                     2,188      1,714
Insurance commissions                        2,625      2,151
Merchant discount                            1,784      1,418
Other service charges and fees               2,120      1,897
Other                                        2,899      4,255
Investment securities gains                    195        626
Investment securities losses                  (23)       (70)
      Total other income                    23,041     22,141
                                                             
Other expenses:                                              
Personnel expense                           28,501     26,925
Net occupancy expense                        3,731      4,198
Equipment expense                            3,129      2,929
Other operating expenses                    15,105     29,533
Merger-related expense                      16,253       -
      Total other expenses                  66,719     63,585
                                                             
Income before income taxes                  26,370     22,557
Income taxes                                11,062      5,967
Net income                              $   15,308     16,590
                                                             
Income per share                        $      .74        .80
                                                             
Weighted average shares outstanding         20,741     20,593
                                                             
                                   
              CCB Financial Corporation and Subsidiaries
             CONSOLIDATED STATEMENTS OF INCOME, Continued

                                         Nine Months Ended
                                           September 30,
                                            1997      1996
                                        (In Thousands Except
                                           Per Share Data)
Interest income:                                             
Interest and fees on loans and leases   $  327,762    300,798
Interest and dividends on investment                      
 securities:                                                 
  U.S. Treasury                             23,861     21,988
  U.S. Government agencies                                   
   and corporations                         41,733     40,170
  States and political subdivisions                      
   (primarily tax-exempt)                    3,636      3,435
  Equity and other securities                2,309      2,481
Interest on time deposits in                                 
 other banks                                 2,232      2,441
Interest on federal funds sold and                      
 other short-term investments                7,435      9,735
      Total interest income                408,968    381,048
                                                             
Interest expense:                                            
Deposits                                   170,778    159,584
Short-term borrowed funds                   11,759     14,480
Long-term debt                               3,528      3,376
      Total interest expense               186,065    177,440
Net interest income                        222,903    203,608
Provision for loan and lease                                 
 losses (note 4)                            12,904     12,574
Net interest income after provision                          
 for loan and lease losses                 209,999    191,034
                                                             
Other income:                                                
Service charges on deposit accounts         32,965     29,461
Trust and custodian fees                     6,091      5,380
Insurance commissions                        7,171      5,635
Merchant discount                            5,209      4,114
Other service charges and fees               5,669      5,746
Other                                       11,827      9,974
Investment securities gains                    338      1,990
Investment securities losses                  (94)    (1,394)
      Total other income                    69,176     60,906
                                                             
Other expenses:                                              
Personnel expense                           85,548     78,379
Net occupancy expense                       11,726     12,151
Equipment expense                            9,457      8,923
Other operating expenses                    47,121     59,459
Merger-related expense                      17,269       -
      Total other expenses                 171,121    158,912
                                                             
Income before income taxes                 108,054     93,028
Income taxes                                40,375     30,590
Net income                              $   67,679     62,438
                                                             
Income per share                        $     3.27       3.02
                                                             
Weighted average shares outstanding         20,704     20,646
                                                             
See accompanying notes to consolidated financial statements.


              CCB Financial Corporation and Subsidiaries
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
             Nine Months Ended September 30, 1997 and 1996
                              (Unaudited)

<TABLE>
                                                                 Gain
                                                              (Loss) on
                                                               Invest-
                                                                 ment                     Total
                                        Additional            Securities   Management     Share-
                              Common     Paid-In    Retained  Available   Recognition   holders'
                               Stock     Capital    Earnings   for Sale      Plans        Equity
                                                (In Thousands)
<C>                           <S>         <S>        <S>         <S>          <S>        <S>
Balance December 31, 1995:                                                                     
CCB Financial Corporation    $   74,804     89,437    261,245      9,765      (1,734)    433,517
American Federal Bank, FSB       10,903     54,529     42,819      1,541        -        109,792
Salem Trust Bank                  3,993      6,345      3,270      -            -         13,608
Adjustments for pooling-of-                                                                    
 interests (note 2)              12,238   (12,238)       -         -            -           -
Balance December 31,                                                                       
 1995, restated                 101,938    138,073    307,334     11,306      (1,734)    556,917
                                                                                               
Net income                         -          -        62,438      -            -         62,438
Stock options exercised             774      1,550       -         -            -          2,324
Transactions pursuant to                                                                       
  restricted stock plan            -           546       -         -            -            546
Earned portion of management                                                                   
  recognition plans                -          -          -         -              743        743
Purchase and retirement of                                                                     
  common stock warrants            -       (1,172)    (4,506)                            (5,678)
Purchase and retirement                                                                        
 of shares                         (96)      (901)       -         -            -          (997)
Conversion of debt                                                                             
 securities                         381      1,737       -         -            -          2,118
Cash dividends ($1.18                                                                          
 per share)                        -          -      (20,877)      -            -       (20,877)
Change in unrealized gain                                                                      
 (loss), net of applicable                                                                     
  income taxes                     -          -          -      (10,348)        -       (10,348)
                                                                                               
Balance September 30, 1996   $  102,997    139,833    344,389        958        (991)    587,186
                                                                                               
                                                                                               
Balance December 31, 1996    $  103,170    140,616    361,073      7,330        (738)    611,451
                                                                                               
Net income                         -          -        67,679      -            -         67,679
Stock options exercised             572      2,343       -         -            -          2,915
Transactions pursuant to                                                                       
  restricted stock plan              27        373       -         -            -            400
Earned portion of management                                                                   
  recognition plans                -          -          -         -              675        675
Cash dividends ($1.31                                                                          
 per share)                        -          -      (26,987)      -            -       (26,987)
Change in unrealized gain                                                                      
 (loss), net of applicable                                                                     
 income taxes                      -          -          -         5,352        -          5,352
Other transactions, net             (2)       (28)       -         -            -           (30)
                                                                                               
Balance September 30, 1997   $  103,767    143,304    401,765     12,682         (63)    661,455
</TABLE>
                                                                     
                                                                      
See accompanying notes to consolidated financial statements.


                     CCB Financial Corporation and Subsidiaries
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                   Nine Months Ended September 30, 1997 and 1996
                                   (Unaudited)
                                                                                
                                                             1997         1996
                                                              (In Thousands)
Operating activities:                                                           
Net income                                            $    67,679       62,438
Adjustments to reconcile net income to net                                      
 cash provided by operating activities:                                         
  Depreciation, amortization and accretion, net            17,227       12,460
  Provision for loan and lease losses                      12,904       12,574
  Net (gain) loss on sales of investment securities         (244)         (596)
  Sale of securitized mortgage loans                       25,658            -
  Sales of loans held for sale                            138,320      156,038
  Origination of loans held for sale                     (132,610)    (142,261)
  Changes in:                                                                   
    Accrued interest receivable                           (1,702)         (150)
    Accrued interest payable                               17,032        1,659
    Other assets                                          (1,619)       (8,839)
    Other liabilities                                     (4,030)        9,232
 Other operating activities, net                          (4,214)       (3,696)
   Net cash provided by operating activities              134,401       98,859
                                                                                
Investing activities:                                                           
Proceeds from:                                                                  
 Maturities and issuer calls of investment                                      
  securities held to maturity                               2,568       24,154
 Sales of investment securities available for sale        190,356       50,832
 Maturities and issuer calls of investment                                      
  securities available for sale                           337,426      338,864
Purchases of:                                                                   
 Investment securities held to maturity                         -      (19,771)
 Investment securities available for sale                (516,595)    (376,391)
 Premises and equipment                                    (6,855)      (7,013)
Net originations of loans and leases receivable          (396,111)    (355,505)
Net cash acquired (paid) in acquisitions                                        
 (dispositions)                                            14,577      (51,273)
   Net cash provided (used) by investing activities     (374,634)     (396,103)
                                                                                
Financing activities:                                                           
Net increase in deposit accounts                           99,683      163,815
Net decrease in short-term borrowed funds                 (58,815)     112,480
Proceeds from issuance of long-term debt                   50,129            -
Repayments of long-term debt                               (7,764)    (121,466)
Issuances of common stock from exercise                                         
 of stock options, net                                      2,915        2,324
Purchase and retirement of common stock                         -         (997)
Purchase and retirement of common stock warrants                -       (5,678)
Cash dividends paid                                       (26,987)      (20,877)
Other financing transactions, net                             (30)            -
      Net cash used by financing activities                59,131      129,601
                                                                                
Net decrease in cash and cash equivalents                (181,102)     (167,643)
Cash and cash equivalents at beginning of year            618,018      651,385
Cash and cash equivalents at end of period            $   436,916      483,742
                                                                                
Supplemental disclosure of cash flow information:                               
Interest paid during the period                       $   169,033      175,781
Income taxes paid during the period                   $    43,928       37,832
Supplemental disclosure of noncash investing                                    
 and financing activities:                                                      
Securitization of mortgage loans                      $   112,648            -
Investments transferred to available for sale                   -       14,780
Loans transferred to other real estate acquired                                
 through loan foreclosure                             $     1,680        1,692
Change in market value of securities available                                  
 for sale, net of deferred tax (benefit)                                        
 of $3,192 and $(6,726), respectively                 $     5,352      (10,348)
Conversion of subordinated debt                       $         -       (2,118)
Restricted stock transactions, net of deferred                                  
 taxes of $730 in 1996                                $       400          546
                                                                                
See accompanying notes to consolidated financial statements.

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements
             Nine Months Ended September 30, 1997 and 1996
                              (Unaudited)


(1) Consolidation and Presentation

The consolidated financial statements include the accounts and results
of operations of CCB Financial Corporation (the "Corporation") and its
wholly-owned subsidiaries, Central Carolina Bank and Trust Company
("CCB"), American Federal Bank, FSB ("AmFed") and Central Carolina
Bank - Georgia.  The consolidated financial statements also include
the accounts and results of operations of the wholly-owned
subsidiaries of CCB: CCB Investment and Insurance Service Corporation,
CCBDE, Inc. and Southland Associates, Inc., and AmFed:  American
Service Corporation, Finance South, Mortgage North and AMFEDDE, Inc.
All significant intercompany accounts are eliminated in consolidation.

The Corporation adopted Statement of Financial Accounting Standards
No. 125, "Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities" ("SFAS No. 125") on January 1,
1997.  The implementation of SFAS No. 125 did not have a material
impact on the accompanying consolidated financial statements.

In addition to the restatement of prior year financial data for the
mergers discussed in Note 2, certain amounts for prior years have been
reclassified to conform to the 1997 presentation.  These
reclassifications have no effect on net income or shareholders' equity
as previously reported.

(2)  Mergers and Acquisitions

On August 1, 1997, the Corporation merged with AmFed, a $1.3 billion
financial institution headquartered in Greenville, South Carolina.
The merger was accounted for as a pooling-of-interests and effected
through a tax-free exchange of stock.  Each outstanding share of AmFed
common stock was exchanged for .445 of a share of the Corporation's
common stock.  Consequently, the Corporation issued approximately
4,933,000 shares of common stock and cash in-lieu of fractional shares
for all of the outstanding shares of AmFed.

On January 31, 1997, the Corporation merged with Salem Trust Bank
("Salem Trust"), a $165 million bank based in Winston-Salem, North
Carolina.  The merger was accounted for as a pooling-of interests and
was effected through a tax-free exchange of stock.  Each outstanding
share of Salem Trust common stock was converted into .36 shares of the
Corporation's common stock.  Consequently, the Corporation issued
approximately 680,000 shares of common stock and cash in-lieu of
fractional shares for all of the outstanding shares of Salem Trust.

In accordance with the accounting for poolings-of-interest, the
financial statements of the Corporation have been restated to reflect
the merger as if it had been effective as of the earliest period
presented.  Separate results of operations of the combining entities
are as follows (in thousands):

                                     Year Ended December 31,
                                          1996      1995

Net interest income after provision for loan and lease losses:

    CCB Financial Corporation           $ 200,670   194,596
    American Federal Bank, FSB             50,799    46,374
    Salem Trust Bank                        6,173     4,221
                                        $ 257,642   245,191

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements


(2)  Mergers and Acquisitions, continued

                                       Year Ended December 31,
                                            1996      1995
Net income:
    CCB Financial Corporation           $  70,315    57,860
    American Federal Bank, FSB             14,492    16,531
    Salem Trust Bank                        2,019     1,044
                                        $  86,826    75,435

(3) Loans and Lease Financing

A summary of loans and lease financing at September 30, 1997 and 1996
follows (in thousands):

                                             1997        1996
Commercial, financial and agricultural  $   667,338     635,154
Real estate-construction                    703,595     610,187
Real estate-mortgage                      2,860,612   2,448,050
Instalment loans to individuals             501,847     657,785
Credit card receivables                     204,695     220,661
Lease financing                              42,794      36,980
   Gross loans and lease financing        4,980,881   4,608,817
Less unearned income                          5,712       9,865
   Total loans and lease financing      $ 4,975,169   4,598,952

Loans held for sale totaled $19,734,000 and $7,404,000 at September
30, 1997 and 1996, respectively, and are reported at the lower of cost
or market.

At September 30, 1997, impaired loans amounted to $10,174,000 compared
to $13,920,000 at September 30, 1996.  The related reserve for loan
and lease losses on these loans amounted to $2,225,000 at September
30, 1997 and $2,867,000 at September 30, 1996.

(4) Reserve for Loan and Lease Losses

Following is a summary of the reserve for loan and lease losses for
the nine months ended September 30, 1997 and 1996 (in thousands):
                                                                      
                                                1997       1996
Balance at beginning of year               $   61,257      55,114
Provision charged to operations                12,904      12,574
Recoveries of loans and leases
 previously charged-off                         2,590       2,206
Loan and lease losses charged to reserve      (10,132)    (10,507)
Balance at end of period                   $   66,619      59,387

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements


(5) Risk Assets

Following is a summary of risk assets at September 30, 1997 and 1996
(in thousands):

                                             1997         1996
Nonaccrual loans and lease financing       $15,032      17,616
Other real estate acquired through
  loan foreclosures                          2,218       3,135
Restructured loans and leases                  798         858
Accruing loans and lease financing
  90 days or more past due                   3,219       4,223
Total risk assets                          $21,267      25,832

(6) Mortgage Servicing Rights

A summary of mortgage servicing rights ("MSR") for the nine months
ended September 30, 1997 and 1996 follows (in thousands):

                                            1997         1996
  Capitalized MSRs at beginning of year   $ 2,889         963
  Capitalization of servicing               2,981       1,998
  Capitalized servicing sold              (2,484)         -
  Amortization of MSR                       (743)        (297)
  Capitalized MSRs at end of period       $ 2,643        2,664
  
Mortgage servicing sold during the first nine months of 1997 resulted
in a nominal gain.  The fair value of mortgage servicing rights was
$2,963,000 and $2,773,000 at September 30, 1997 and 1996,
respectively.  Additionally, there is value associated with servicing
originated prior to January 1, 1996 for which the carrying value is
zero in accordance with the accounting standards in effect at the
time.  No valuation allowance for capitalized MSRs was required at
September 30, 1997 or 1996.

(7) Contingencies

Certain legal claims have arisen in the normal course of business,
which, in the opinion of management and counsel, will have no material
adverse effect on the financial position of the Corporation or its
subsidiaries.

(8) Management Opinion

The financial statements in this report are unaudited.  In the opinion
of management, all adjustments (none of which were other than normal
accruals) necessary for a fair presentation of the financial position
and results of operations for the periods presented have been
included.

Item 2.  Management's Discussion and Analysis of Financial Condition
and Results of Operations

The purpose of this discussion and analysis is to aid in the
understanding and evaluation of financial conditions and changes
therein and results of operations of CCB Financial Corporation (the
"Corporation") and its wholly-owned subsidiaries, Central Carolina
Bank and Trust Company ("CCB"), American Federal Bank, FSB ("AmFed")
and Central Carolina Bank-Georgia ("CCB-Ga.") (collectively "the
Banks"), and the wholly-owned subsidiaries of CCB: CCB Investment and
Insurance Service Corporation ("CCBI"), CCBDE, Inc. and Southland
Associates, Inc. and of AmFed: American Service Corporation, Finance
South, Mortgage North and AMFEDDE, Inc.  for the three and nine months
ended September 30, 1997 and 1996.  This discussion and analysis is
intended to complement the unaudited financial statements and
footnotes and the supplemental financial data appearing elsewhere in
this Form 10-Q, and should be read in conjunction therewith.

On January 31, 1997, the Corporation effected a merger with Salem
Trust Bank ("Salem Trust"), a $165 million bank headquartered in
Winston-Salem, North Carolina.  The merger was accounted for as a
pooling-of-interests and was effected through a tax-free exchange of
stock.  On August 1, 1997, the Corporation effected a merger with
American Federal Bank, FSB, a $1.3 billion financial institution
headquartered in Greenville, South Carolina. The merger was accounted
for as a pooling-of-interests and was effected through a tax-free
exchange of stock. The Corporation's financial statements have been
restated to reflect the mergers as if they had occurred at the
beginning of the earliest period presented.   In connection with the
mergers, the Corporation recorded merger-related expense of $17.3
million (or $12.6 million after-tax). With these mergers, the
Corporation exceeded $7 billion in assets and has over 200 branch
offices in a market area that spans 40 counties across the Carolinas.

Results of Operations - Three Months Ended September 30, 1997 and 1996
Net income for the three months ended September 30, 1997 amounted to
$15.3 million, a decrease of $1.3 million from the same period in
1996.  Net income per share was $.74 in 1997, a $.06 decrease from the
1996 period.  Returns on average assets and average shareholders'
equity in 1997 were .87% and 9.33%, respectively, compared to 1.00%
and 11.44%, respectively, in the 1996 period.

During the third quarters of both 1997 and 1996, the Corporation
experienced significant levels of non-recurring items.  In the third
quarter of 1997, the Corporation recorded $11.9 million (after-tax) of
merger-related expense.  In the same period of 1996, non-recurring
items included a tax benefit of $1.6 million for the forgiveness of
the recapture of tax bad debt reserves of a former savings bank
subsidiary and a $13.9 million FDIC special assessment to recapitalize
the Savings Association Insurance Fund (collectively $6.9 million
after-tax).  Excluding the impact of these non-recurring items results
in earnings per share of $1.31 for the third quarter of 1997 and $1.14
for the same period in 1996.

Average Balance Sheets and Net Interest Income Analyses on a taxable
equivalent basis for each of the periods are included in Table 1.
Interest-earning assets increased from the third quarter of 1996 by
$367.0 million or 5.9%.  During the third quarter, average loans
increased at an annualized rate of 11.7% over the second quarter of
1997.  As in the first and second quarters of 1997, during the third
quarter the mix of interest-earning assets continued to shift from
lower-earning investments and time deposits in other banks to higher-
earning loans compared to the same periods in 1996.  In conjunction
with this favorable shift in the mix of earning assets, the overall
yield on earning assets increased 10 basis points to 8.48% from 1996's
yield of 8.38%.  The cost of interest-bearing funds increased by 4
basis points in the 1997 period to 4.58%.  As a result, the interest
rate spread and net interest margin increased by 6 and 12 basis
points, respectively, to 3.90% and 4.67%. Increased volume of earning
assets was primarily responsible for the $9.4 million increase in
interest income earned in the third quarter of 1997 as earning assets
experienced only modest increases in average yield earned compared to
1996.  Increases in savings and time deposit volume was the primary
cause of the $4.4 million increase in deposit expense for the third
quarter of 1997.  Net interest income on a taxable equivalent basis
increased by $6.2 million or 8.6% during the 1997 period.

                                                                 Table 1
                       CCB FINANCIAL CORPORATION
           Average Balances and Net Interest Income Analysis
            Three Months Ended September 30, 1997 and 1996
             (Taxable Equivalent Basis - In Thousands) (1)

                                                        1997              
                                                      Interest   Average
                                           Average     Income/    Yield/  
                                           Balance     Expense     Rate   
Earning assets:                                                           
Loans and lease financing (2)           $  4,924,014    112,201      9.06 %
U.S. Treasury and agency                                                  
 obligations (3)                           1,356,011     23,324      6.88  
States and political subdivision                                          
 obligations                                  81,806      1,811      8.85  
Equity and other securities (3)               46,422        898      7.74  
Federal funds sold and other                                              
 short-term investments                      179,993      2,579      5.68  
Time deposits in other banks                  45,063        466      4.10  
  Total earning assets (3)                 6,633,309    141,279      8.48  
                                                                           
Non-earning assets:                                                        
Cash and due from banks                      181,461                       
Premises and equipment                        85,714                       
All other assets, net                         81,939                       
  Total assets                          $  6,982,423                       
                                                                          
Interest-bearing liabilities:                                             
Savings and time deposits               $  5,116,326     58,123      4.51 %
Short-term borrowed funds                    293,878      3,769      5.37  
Long-term debt                               100,957      1,637      6.48  
  Total interest-bearing liabilities       5,511,161     63,529      4.58  
                                                                           
Other liabilities and shareholders'                                       
 equity:                                                                  
Demand deposits                              691,200                       
Other liabilities                            129,074                       
Shareholders' equity                         650,988                       
  Total liabilities and                                                   
   shareholders' equity                 $  6,982,423                       
                                                                          
Net interest income and net interest                                      
 margin (4)                                          $   77,750      4.67 %
                                                                          
Interest rate spread (5)                                             3.90 %
                                                                          

                         CCB FINANCIAL CORPORATION
         Average Balances and Net Interest Income Analysis, Continued
               Three Months Ended September 30, 1997 and 1996
              (Taxable Equivalent Basis-In Thousands) (1)
                                                                        
                                                        1996         
                                                      Interest   Average
                                           Average     Income/    Yield/
                                           Balance     Expense     Rate
Earning assets:                                                         
Loans and lease financing (2)           $  4,532,615    103,005      9.05 %
U.S. Treasury and agency                                                
 obligations (3)                           1,326,516     22,233      6.66
States and political subdivision                                        
 obligations                                  75,622      1,731      9.16
Equity and other securities (3)               55,719      1,015      7.99
Federal funds sold and other                                            
 short-term investments                      218,814      3,152      5.73
Time deposits in other banks                  57,003        703      4.90
  Total earning assets (3)                 6,266,289    131,839      8.38
                                                                         
Non-earning assets:                                                      
Cash and due from banks                      188,878                     
Premises and equipment                        85,696                     
All other assets, net                         62,869                     
  Total assets                          $  6,603,732                     
                                                                        
Interest-bearing liabilities:                                           
Savings and time deposits               $  4,802,679     53,685      4.45
Short-term borrowed funds                    421,504      5,610      5.53
Long-term debt                                59,754        989      6.63
  Total interest-bearing liabilities       5,283,937     60,284      4.54
                                                                         
Other liabilities and shareholders'                                     
 equity:                                                                
Demand deposits                              628,358                     
Other liabilities                            114,464                     
Shareholders' equity                         576,973                     
  Total liabilities and                                                 
   shareholders' equity                 $  6,603,732                     
                                                                        
Net interest income and net interest                                    
 margin (4)                                              71,555      4.55 %
                                                                        
Interest rate spread (5)                                             3.84 %
                                                                        

(1) The taxable equivalent basis is computed using 35% federal and
applicable state tax rates in 1997 and 1996.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing.  Loan fees of $3,012,000 and $2,500,000 for
1997 and 1996, respectively, are included in interest income.
(3) The average balances for debt and equity securities exclude the
effect of their mark-to-market adjustment, if any.
(4) Net interest margin is computed by dividing net interest income by
total earning assets.
(5) Interest rate spread equals the earning asset yield minus the
interest-bearing liability rate.

The provision for loan and lease losses for the third quarter of 1997
and 1996 was $5.4 million. However, the 1997 third quarter provision
exceeded the first and second quarter 1997 provisions due to a $1.6
million special provision made for three AmFed credit relationships.
Net 1997 third quarter loan and lease charge-offs amounted to $1.8
million or .14% (annualized) of average loans and lease financing
compared to $3.5 million or .30% (annualized) experienced in the third
quarter of 1996.  The net charge-off ratio, excluding credit cards,
totaled .04% (annualized) for 1997 and .15% (annualized) for 1996. The
reserve for loan and lease losses to loans and lease financing
outstanding was 1.34% at September 30, 1997 and 1.29% at September 30,
1996.

Other income, excluding investment securities transactions, increased
$1.3 million in the third quarter of 1997 to $22.9 million.  The
increase was primarily due to a $1.1 million increase in service
charges on deposit accounts which resulted from increased deposit
volume.

Other expenses increased in the 1997 period by $3.1 million.  Other
expenses for the 1997 period include $16.2 million of merger-related
expense.  Such expenses included severance and other employee benefit
costs, costs related to excess facilities, systems conversion costs
and other restructuring and transaction-related expenses.  Included in
the other expenses for the third quarter of 1996 is the $13.9 million
special assessment levied by the FDIC to recapitalize the Savings
Association Insurance Fund.  Excluding the impact of these two items,
other expense from third quarter 1996 to 1997 remained relatively flat
at only an $800,000 increase.

Excluding the impact of the merger-related expense and FDIC special
assessment, net overhead (noninterest expense less noninterest income)
as a percentage of average assets, decreased to 1.56% for the three
months ended September 30, 1997 from 1.66% for the same period in
1996.  The decrease was due to decreases in occupancy and equipment
expense and other operating expense;  personnel expense as a
percentage of average assets was flat quarter to quarter.  The
Corporation's efficiency ratio (noninterest expense as a percentage of
taxable equivalent net interest income and other income), excluding
the impact of merger-related expense and the FDIC special assessment,
improved from 53.00% for the three months ended September 30, 1996 to
50.07% for the same period in 1997.  The improvement in the efficiency
ratio resulted primarily from the improved interest margin as
previously discussed and the containment of costs despite rising
volume of assets.

The following schedule presents noninterest income and expense as a
percentage of average assets for the three months ended September 30,
1997 and 1996.

                                                1997      1996
Noninterest income                               1.31 %    1.33
Personnel expense                                1.62      1.62
Occupancy and equipment expense                   .39       .43
Other operating expense (1)                       .86       .94
Noninterest expense                              2.87      2.99
Net overhead                                     1.56 %    1.66
_______________________________
(1) Excludes merger-related expense of $16.2 million in 1997 and FDIC
special assessment of $13.9 million in 1996.

The effective income tax rate was a higher than normal 41.9% in 1997
due to certain non-deductible merger-related expense.  For the same
period of 1996, the effective income tax rate was a lower than normal
26.4% due to a $1.6 million tax benefit recorded for forgiveness of
the recapture of tax bad debt reserves of a former savings bank
subsidiary.

Results of Operations - Nine Months Ended September 30, 1997 and 1996
Net income for the nine months ended September 30, 1997 amounted to
$67.7 million, an increase of $5.2 million from the same period in
1996.  Net income per share was $3.27 in 1997, a $.25 per share or
8.3% increase from the 1996 period.  Returns on average assets and
average shareholders' equity in 1997 were 1.31% and 14.35%,
respectively, compared to 1.28% and 14.67%, respectively, in the 1996
period.

Non-recurring items recognized during the nine months ended September
30, 1997 were merger-related expense totaling $12.6 million (after-
tax) and $1.4 million of gain (after-tax) generated from the sale of
an AmFed subsidiary.  The net effect of these two items  was to
decrease 1997 earnings per share by $.54.  Non-recurring items
recognized during the same period of 1996 were the previously
discussed FDIC special assessment and forgiveness of tax bad debt
recapture. The after-tax net effect of these two items was to decrease
1996 earnings per share by $.34.

Average Balance Sheets and Net Interest Income Analyses on a taxable
equivalent basis for each of the nine-month periods are included in
Table 2.  Interest-earning assets increased by $395.6 million or 6.4%
in the 1997 period.  Despite a 6 basis point drop in the yield on
loans, increased yields on investments and other earning assets and a
favorable shift in the mix of earning assets resulted in a 7 basis
point increase in the yield on earning assets.  The increases in yield
on interest-earnings assets and flat rate paid on interest-bearing
liabilities resulted in a 7 basis point increase in the interest rate
spread compared to 1996.  Due to an increased free liability
contribution, the net interest margin rose 13 basis points to 4.67%
compared to 1996's 4.54%.

The provision for loan and lease losses for the first nine months of
1997 was $12.9 million compared to $12.6 million in 1996.  The higher
provision was recorded in 1997 due to the loan growth experienced in
1997 and the previously discussed third quarter special provision of
$1.6 million.  Net charge-offs as a percentage of average loans were
 .21% in 1997 and .25% in 1996 (annualized).  Excluding credit card net
charge-offs, the ratios drop to .08% and .11% (annualized),
respectively.

Other income, excluding investment securities transactions, increased
$8.6 million in the first nine months of 1997 to $68.9 million.  The
increase was due primarily to a $3.5 million increase in service
charges on deposit accounts due to the higher volume of deposit
accounts;  an increase in sales and insurance commissions of $1.5
million and the previously discussed gain on sale of an AmFed
subsidiary of $2.3 million (pre-tax).

After excluding the merger-related expense and FDIC special assessment
from 1997 and 1996's other expenses, that expense category increased
by $8.8 million from 1996 to 1997.  The increase is primarily
explained by the increase in personnel expense which increased $7.2
million from 1996's level.  The increase was due to general salary
increases, a larger workforce due to alternative delivery initiatives
and more emphasis on incentive-based compensation. Additional smaller
increases in other expenses were recognized for telecommunications,
general insurance and postage and freight.  These increases were
largely offset by lower FDIC insurance premiums which caused deposit
insurance expense to drop $2.0 million from 1996's level of $3.9
million.

As a result of the aforementioned changes, net overhead as a
percentage of average assets, excluding the impact of the previously
discussed non-recurring items, decreased to 1.68% for the nine months
ended September 30, 1997 from 1.72% for the same period in 1996.  The
Corporation's efficiency ratio, excluding the impact of the non-
recurring items, improved from 53.55% for the nine months ended
September 30, 1996 to 51.88% for the same period in 1997.  The
improvement in both of these ratios indicates that the Corporation's
revenues are increasing faster than its expenses.

                                                                 Table 2
                       CCB FINANCIAL CORPORATION
           Average Balances and Net Interest Income Analysis
             Nine Months Ended September 30, 1997 and 1996
             (Taxable Equivalent Basis - In Thousands) (1)
                                   
                                                        1997            
                                                      Interest   Average
                                           Average     Income/   Yield/ 
                                           Balance     Expense    Rate  
Earning assets:                                                         
Loans and lease financing (2)           $  4,825,288    327,979    9.08 %
U.S. Treasury and agency                                                
 obligations (3)                           1,360,206     69,712    6.84  
States and political subdivision                                        
 obligations                                  82,078      5,449    8.85  
Equity and other securities (3)               47,792      2,769    7.73  
Federal funds sold and other                                            
 short-term investments                      183,252      7,607    5.55  
Time deposits in other banks                  60,051      2,232    4.97  
  Total earning assets (3)                 6,558,667    415,748    8.46  
                                                                         
Non-earning assets:                                                      
Cash and due from banks                      178,251                     
Premises and equipment                        85,945                     
All other assets, net                         76,395                     
  Total assets                          $  6,899,258                     
                                                                        
Interest-bearing liabilities:                                           
Savings and time deposits               $  5,081,917    170,778    4.49 %
Short-term borrowed funds                    310,408     11,759    5.32  
Long-term debt                                72,109      3,528    6.52  
  Total interest-bearing liabilities       5,464,434    186,065    4.55  
                                                                         
Other liabilities and shareholders'                                     
 equity:                                                                
Demand deposits                              679,664                     
Other liabilities                            124,502                     
Shareholders' equity                         630,658                     
  Total liabilities and                                                 
   shareholders' equity                 $  6,899,258                     
                                                                        
Net interest income and net interest                                    
 margin (4)                                          $  229,683    4.67 %
                                                                        
Interest rate spread (5)                                           3.91 %
                                   
                         CCB FINANCIAL CORPORATION
        Average Balances and Net Interest Income Analysis, Continued
             Nine Months Ended September 30, 1997 and 1996
               (Taxable Equivalent Basis-In Thousands) (1)
                                                                        
                                                        1996            
                                                      Interest   Average
                                           Average     Income/   Yield/ 
                                           Balance     Expense    Rate  
Earning assets:                                                         
Loans and lease financing (2)           $  4,401,716    301,221    9.14 %
U.S. Treasury and agency                                                
 obligations (3)                           1,332,808     65,553    6.56  
States and political subdivision                                        
 obligations                                  76,532      5,320    9.27  
Equity and other securities (3)               47,336      2,738    7.71  
Federal funds sold and other                                            
 short-term investments                      240,032      9,933    5.53  
Time deposits in other banks                  64,612      2,441    5.05  
  Total earning assets (3)                 6,163,036    387,206    8.39  
                                                                         
Non-earning assets:                                                      
Cash and due from banks                      198,003                     
Premises and equipment                        86,724                     
All other assets, net                         70,013                     
  Total assets                          $  6,517,776                     
                                                                        
Interest-bearing liabilities:                                           
Savings and time deposits               $  4,771,476    159,583    4.47 %
Short-term borrowed funds                    366,815     14,480    5.49  
Long-term debt                                70,954      3,376    6.35  
  Total interest-bearing liabilities       5,209,245    177,439    4.55  
                                                                         
Other liabilities and shareholders'                                     
 equity:                                                                
Demand deposits                              622,946                     
Other liabilities                            117,176                     
Shareholders' equity                         568,409                     
  Total liabilities and                                                 
   shareholders' equity                 $  6,517,776                     
                                                                        
Net interest income and net interest                                    
 margin (4)                                             209,767    4.54 %
                                                                        
Interest rate spread (5)                                           3.84 %
                                                                        

(1) The taxable equivalent basis is computed using 35% federal and
applicable state tax rates in 1997 and 1996.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing.  Loan fees of $9,828,000 and $8,563,000 for
1997 and 1996, respectively, are included in interest income.
(3) The average balances for debt and equity securities exclude the
effect of their mark-to-market adjustment, if any.
(4) Net interest margin is computed by dividing net interest income by
total earning assets.
(5) Interest rate spread equals the earning asset yield minus the
interest-bearing liability rate.

The following schedule presents noninterest income and expense as a
percentage of average assets for the nine months ended September 30,
1997 and 1996.

                                                 1997      1996
Noninterest income (1)                           1.30 %    1.25
Personnel expense                                1.66      1.61
Occupancy and equipment expense                   .41       .43
Other operating expense (2)                       .91       .93
Noninterest expense                              2.98      2.97
Net overhead                                     1.68 %    1.72
_______________________________
(1) Excludes gain on sale of subsidiary of $2.3 million in 1997.
(2) Excludes merger-related expense of $17.3 million in 1997 and FDIC
special assessment of $13.9 million in 1996.

The effective income tax rates were 37.4% in 1997 and 32.9% in 1996.
Non-deductible merger-related expense resulted in the higher effective
tax rate experienced in the first nine months of 1997.  The effective
tax rate for 1996 was impacted by the $1.6 million tax benefit
recorded for forgiveness of tax bad debt recapture.

Financial Condition

The Corporation's assets exceeded the $7 billion mark during the third
quarter of 1997.  Excluding the $14 million of assets sold in
connection with the sale of an AmFed subsidiary, total assets have
increased $326 million since September 30, 1996.  This growth was
internally generated and the majority of the increase occurred in
interest-earning assets.  Average assets have increased from $6.5
billion for the nine months ended September 30, 1996 to $6.9 billion
for the same period in 1997.

At September 30, 1997, risk assets (consisting of nonaccrual loans and
lease financing, foreclosed real estate, restructured loans and lease
financing and accruing loans 90 days or more past due) amounted to
approximately $21.3 million or .43% of outstanding loans and lease
financing and foreclosed real estate.  This compares to approximately
$25.8 million or .56% at September 30, 1996.  Decreases in all
categories of risk assets were responsible for the improved ratio. The
reserve for loan and lease losses to risk assets was 3.13x at
September 30, 1997 compared to 2.30x at September 30, 1996.

The Corporation's capital position has historically been strong as
evidenced by the Corporation's ratio of average shareholders' equity
to average total assets of 9.14% and 8.72% for the nine months ended
September 30, 1997 and 1996, respectively.  Increases in this ratio
since September 30, 1996 are due primarily to the retention of
earnings.  Book value per share increased from $28.51 at September 30,
1996 to $31.87 at September 30, 1997, an 11.8% increase.  The
unrealized gains on investment securities available for sale, net of
applicable taxes, increased $5.4 million from December 31, 1996 in
conjunction with improvement in the financial markets to result in an
unrealized gain at September 30, 1997 of $12.7 million.

The Corporation has increased its cash dividends annually over the
past 33 years.  On October 21, 1997, the Board of Directors of the
Corporation declared a regular quarterly dividend of $.47 payable
January 2, 1998 to shareholders of record December 15, 1997.

Bank holding companies are required to comply with the Federal Reserve
Board's risk-based capital guidelines which require a minimum ratio of
total capital to risk-weighted assets of 8%.  At least half of the
total capital is required to be "Tier 1" capital, principally
consisting of common shareholders' equity, noncumulative perpetual
preferred stock, and a limited amount of cumulative perpetual
preferred stock less certain goodwill items.  The remainder, "Tier 2
capital", may consist of a limited amount of subordinated debt,
certain hybrid capital instruments and other debt securities,
perpetual preferred stock, and a limited amount of the general reserve
for loan and lease losses.  In addition to the risk-based capital
guidelines, the Federal Reserve has adopted a minimum leverage capital
ratio under which a bank holding company must maintain a minimum level
of Tier 1 capital to average total consolidated assets of at least 3%
in the case of a bank holding company which has the highest regulatory
examination rating and is not contemplating significant growth or
expansion.  All other bank holding companies are expected to maintain
a leverage capital ratio of at least 1% to 2% above the stated
minimum.

The Corporation and the Banks continue to maintain higher capital
ratios than required under regulatory guidelines at September 30,
1997.

                             September 30,       Regulatory
     Ratio                  1997      1996        Minimums
     Tier 1 Capital                                 4.00%
          Corporation       11.95%    11.91
          CCB               11.95     11.71
          AmFed             12.42     12.47
          CCB-Ga.           11.91     11.13
     Total Capital                                  8.00
          Corporation       13.85     13.88
          CCB               13.16     13.04
          AmFed             13.67     13.72
          CCB-Ga.           13.20     12.39
     Leverage                                       4.00
          Corporation        8.88      8.32
          CCB                8.95      8.54
          AmFed              8.51      7.20
          CCB-Ga.           10.15      9.41

Accounting Issues

In February 1997, the Financial Accounting Standards Board ("FASB")
issued SFAS No. 128, "Earnings Per Share", which establishes standards
for computing and presenting earnings per share.  SFAS No. 128
simplifies the computation of earnings per share ("EPS") by replacing
the presentation of "primary" earnings per share with a presentation
of "basic" EPS.  Basic EPS excludes dilution and is computed by
dividing income available to common shareholders by weighted average
common shares outstanding.  Diluted EPS is computed similarly to
"fully diluted" EPS under existing accounting rules.  Dual
presentation of basic and diluted EPS is required for complex capital
structures.  SFAS No. 128 is effective for financial statements issued
for periods ending after December 15, 1997; earlier application is not
permitted but restatement of prior years' EPS is required.  Under the
provisions of SFAS No. 128, basic earnings per share for the period
ended September 30, 1997 would not have differed materially from those
disclosed in the accompanying consolidated statements of income.

In February 1997, the FASB also issued SFAS No. 129, "Disclosure of
Information about Capital Structure".  The Statement establishes
standards for disclosing information about an entity's capital
structure.  The Statement is effective for financial statements issued
for periods ending after December 15, 1997.  The Corporation does not
anticipate that the implementation of this Statement will have a
material impact on the consolidated financial statements.

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income".  SFAS No. 130 establishes standards for reporting
presentation of comprehensive income and its components in a full set
of general purpose financial statements.  SFAS No. 130 does not
address issues relating to recognition or measurement for
comprehensive income and its components.  The provisions of the
Statement are effective for fiscal years beginning after December 15,
1997.  Earlier application is permitted.  If comparative financial
statements are provided for earlier periods, those financial
statements shall be reclassified to reflect application of the
provisions of SFAS No. 130.  Management does not expect that adoption
of this pronouncement will have a material effect on the consolidated
financial statements.

Also during June 1997, the FASB issued SFAS No. 131, "Disclosures
about Segments of an Enterprise and related Information".  This
Statement requires that public business enterprises report certain
information about operating segments in complete sets of financial
statements and in condensed financial statements of interim periods.
It also requires that public business enterprises report certain
information about their products and services, the geographic areas in
which they operate and their major customers.  SFAS No. 131 is
effective for fiscal years beginning after December 15, 1997 with
earlier application encouraged.  Management does not expect the
adoption of this Statement to have a material effect on the
consolidated financial statements.
PART II.  OTHER INFORMATION

      
Item 6.   Exhibits and Reports on Form 8-K

(a).  Exhibits
  
        Exhibit 22 - Report regarding matters submitted to vote of
        security holders.
  

(b).  Reports on Form 8-K:

        A report on Form 8-K dated August 1, 1997 was filed under
        Items 2 and 7 to announce the completion of the merger with
        American Federal Bank, FSB and to file the required financial
        statements of businesses acquired.
        
        A report on Form 8-K dated September 30, 1997 was filed under
        Item 5 to announce the increase in merger-related expenses
        from the levels previously estimated and disclosed.
        

                              SIGNATURES

Pursuant 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.


                                        CCB FINANCIAL CORPORATION
                                        Registrant


Date: November 13, 1997                 /s/ ERNEST C. ROESSLER
                                        Ernest C. Roessler
                                        President and Chief Executive Officer


Date: November 13, 1997                 /s/ ROBERT L. SAVAGE, JR.
                                        Robert L. Savage, Jr.
                                        Senior Vice President and
                                        Chief Financial Officer


Date: November 13, 1997                 /s/ W. HAROLD PARKER, JR.
                                        W. Harold Parker, Jr.
                                        Senior Vice President and Controller
                                        (Chief Accounting Officer)