19
                                   
                            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 March 31, 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              15,786,460
            (Class of Stock)            (Shares outstanding
                                         as of May 1, 1997)
                       CCB FINANCIAL CORPORATION
                                   
                               FORM 10-Q
                                   
                                 INDEX
                                   

Part I.  Financial Information

 Item 1.  Financial Statements

   Consolidated Balance Sheets
      March 31, 1997, December 31, 1996 and
      March 31, 1996                                        3

   Consolidated Statements of Income
      Three Months Ended March 31, 1997 and 1996            4

   Consolidated Statements of Shareholders' Equity
      Three Months Ended March 31, 1997 and 1996            5

   Consolidated Statements of Cash Flows
      Three Months Ended March 31, 1997 and 1996            6

   Notes to Consolidated Financial Statements
      Three Months Ended March 31, 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                   16

 Signatures                                                 17

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

              CCB Financial Corporation and Subsidiaries
                      CONSOLIDATED BALANCE SHEETS
                              (Unaudited)

                                             March 31,  December 31,  March 31,
                                                1997         1996        1996
                                              (In Thousands Except Share Data)
Assets:                                                                     
Cash and due from banks                      $  144,637    209,038     196,280
Time deposits in other banks                     42,771     62,712      60,732
Federal funds sold and other short-                                           
  term investments                              190,000    256,380     338,610
Investment securities:                                                      
  Available for sale (amortized costs of                                    
    $1,116,512, $906,409 and $883,644)        1,112,702    915,178     888,101
  Held to maturity (market values of                                    
    $85,444, $88,504 and $82,040)                82,152     84,262      78,106
Loans and lease financing (notes 3 and 5)     3,855,249  3,894,690   3,509,008
   Less reserve for loan and lease                                          
     losses (note 4)                             50,135     50,547      45,653
     Net loans and lease financing            3,805,114  3,844,143   3,463,355
Premises and equipment                           68,647     68,487      69,193
Other assets (notes 5 and 6)                    122,059    118,483     108,725
       Total assets                          $5,568,082  5,558,683   5,203,102
                                                                            
Liabilities:                                                                
Deposits:                                                                   
   Demand (noninterest-bearing)              $  593,843    609,704     548,221
   Savings and NOW accounts                     553,016    553,307     527,748
   Money market accounts                      1,425,921  1,411,625   1,357,541
   Jumbo time deposits                          384,742    407,850     305,034
   Consumer time deposits                     1,830,801  1,761,050   1,707,441
     Total deposits                           4,788,323  4,743,536   4,445,985
Short-term borrowed funds                       112,617    160,189     128,352
Long-term debt                                   56,726     57,848      71,054
Other liabilities                               107,681    101,253     103,263
       Total liabilities                      5,065,347  5,062,826   4,748,654
                                                                            
Shareholders' equity:                                                       
Serial preferred stock. Authorized                                          
  5,000,000 shares; none issued                      -           -           -
Common stock of $5 par value. Authorized                                    
  50,000,000 shares; 15,783,920,                                            
  15,749,832 and 15,643,377 shares issued        78,920     78,749      78,217
Additional paid-in capital                      100,912    100,249      98,254
Retained earnings                               325,808    312,316     276,789
Unrealized gain (loss) on investment                                        
   securities available for sale,                                           
   net of applicable taxes                       (2,416)     5,281       2,686
Less: Unearned common stock held by                                         
   management recognition plans                    (489)      (738)     (1,498)
       Total shareholders' equity               502,735    495,857     454,448
       Total liabilities and                                                
         shareholders' equity                $5,568,082  5,558,683   5,203,102
                                                                            
See accompanying notes to consolidated financial statements.


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


                                      Three Months Ended March 31,
                                             1997         1996
                                   (In Thousands Except Per Share Data)
Interest income:                                              
Interest and fees on loans and leases      $ 87,065     80,204
     Interest and dividends on investment                     
 securities:                                                  
  U.S. Treasury                               7,339      7,125
  U.S. Government agencies                                    
   and corporations                           7,563      6,893
        States and political subdivisions                     
   (primarily tax-exempt)                     1,216      1,159
  Equity and other securities                   288        521
Interest on time deposits in other banks        852        884
       Interest on federal funds sold and                     
 other short-term investments                 3,131      2,966
      Total interest income                 107,454     99,752
                                                              
Interest expense:                                             
Deposits                                     46,664     43,800
Short-term borrowed funds                     1,781        867
Long-term debt                                  948      1,277
      Total interest expense                 49,393     45,944
Net interest income                          58,061     53,808
Provision for loan and lease                                  
 losses (note 4)                              1,775      2,133
                                                              
      Net interest income after provision                     
 for loan and lease losses                   56,286     51,675
                                                              
Other income:                                                 
Service charges on deposit accounts           7,669      6,987
Trust and custodian fees                      1,798      1,674
Insurance commissions                         1,863      1,199
Merchant discount                             1,580      1,283
Other service charges and fees                1,221      1,424
Other                                         3,240      2,171
Investment securities gains                     121      1,303
Investment securities losses                   (65)    (1,318)
      Total other income                     17,427     14,723
                                                              
Other expenses:                                               
Personnel expense                            23,201     21,047
Net occupancy expense                         2,923      2,996
Equipment expense                             2,500      2,655
Other operating expenses                     12,351     11,986
Merger-related expense                        1,016          -
      Total other expenses                   41,991     38,684
                                                              
Income before income taxes                   31,722     27,714
Income taxes                                 11,603      9,558
Net income                                 $ 20,119     18,156
                                                              
Income per share                           $   1.28       1.16
                                                              
Weighted average shares outstanding          15,764     15,585

See accompanying notes to consolidated financial statements.

              CCB Financial Corporation and Subsidiaries
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              Three Months Ended March 31, 1997 and 1996
                              (Unaudited)

<TABLE>
<CAPTION>
                                                                 Unrealized
                                                                    Gain
                                                                 (Loss) on
                                                                 Investment
                                          Additional             Securities   Management     Total
                                 Common    Paid-In  Retained     Available   Recognition Shareholders'
                                 Stock     Capital   Earnings     for Sale      Plans        Equity
                                                  (In Thousands)
<S>                              <C>         <C>      <C>            <C>       <C>           <C>                                   
CCB Financial Corporation        $ 74,804     89,437    261,245        9,765    (1,734)      433,517
Salem Trust Bank                    3,993      6,345      3,270            -          -       13,608
Adjustments for pooling-of-                                                                         
  interests (note 2)              (1,119)      1,119          -            -          -            -
Balance December 31, 1995,                                                                          
  restated                         77,678     96,901    264,515        9,765    (1,734)      447,125
                                                                                                    
Net income                              -          -     18,156            -          -       18,156
Stock options exercised               539        807          -            -          -        1,346
Transactions pursuant to                                                                            
  restricted stock plan                 -        546          -            -          -          546
Earned portion of management                                                                        
  recognition plans                     -          -          -            -        236          236
Cash dividends ($.38 per share)         -          -    (5,882)            -          -      (5,882)
Change in unrealized gain                                                                           
 (loss), net of applicable                                                                          
 income taxes                           -          -          -      (7,079)          -      (7,079)
                                                                                                    
Balance March 31, 1996           $ 78,217     98,254    276,789        2,686    (1,498)      454,448
                                                                                                    
                                                                                                    
Balance December 31, 1996        $ 78,749    100,249    312,316        5,281      (738)      495,857
                                                                                                    
Net income                              -          -     20,119            -          -       20,119
Stock options exercised               171        663          -            -          -          834
Earned portion of management                                                                        
  recognition plans                     -          -          -            -        249          249
Cash dividends ($.42 per share)         -          -    (6,627)            -          -      (6,627)
Change in unrealized gain                                                                           
 (loss), net of applicable                                                                          
 income taxes                           -          -          -      (7,697)          -      (7,697)
                                                                                                    
Balance March 31, 1997           $ 78,920    100,912    325,808      (2,416)      (489)      502,735
</TABLE>

See accompanying notes to consolidated financial statements.



              CCB Financial Corporation and Subsidiaries
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
              Three Months Ended March 31, 1997 and 1996
                              (Unaudited)

                                                             1997       1996
                                                              (In Thousands)

Operating activities:                                                           
Net income                                                   $20,119      18,156
 Adjustments to reconcile net income to net cash provided                       
  by operating activities:                       
   Depreciation, amortization and accretion                    4,014       2,845
   Provision for loan and lease losses                         1,775       2,133
   Net (gain) loss on sales of investment securities            (56)          16
   Sale of securitized mortgage loans at par                  25,658           -
   Sales of loans held for sale                               49,058      59,033
   Origination of loans held for sale                       (47,108)    (90,223)
   Changes in:                                                                  
      Accrued interest receivable                            (1,678)         774
      Accrued interest payable                                 6,764       1,625
      Other assets                                             1,034       3,544
      Other liabilities                                        4,167       4,618
   Other operating activities, net                           (1,541)       (343)
      Net cash provided by operating activities               62,206       2,178
                                                                                
Investing activities:                                                           
Proceeds from:                                                                  
   Maturities and issuer calls of investment securities                         
     held to maturity                                          2,104       1,972
   Sales of investment securities available for sale          10,761       9,355
   Maturities and issuer calls of investment securities                         
     available for sale                                       76,730     183,114
Purchases of:                                                                   
   Investment securities held to maturity                          -     (1,964)
   Investment securities available for sale                (186,363)   (114,736)
   Premises and equipment                                    (2,303)     (2,322)
Net originations of loans and leases receivable            (104,122)    (28,192)
      Net cash provided (used) by investing activities     (203,193)      47,227
                                                                                
Financing activities:                                                           
Net increase in deposit accounts                              44,787      12,123
Net decrease in short-term borrowed funds                   (47,572)    (49,607)
Proceeds from issuance of long-term debt                          79           -
Repayments of long-term debt                                 (1,236)    (10,106)
Issuances of common stock from exercise of stock                                
  options, net                                                   834       1,346
Cash dividends paid                                          (6,627)     (5,882)
      Net cash used by financing activities                  (9,735)    (52,126)
                                                                                
Net decrease in cash and cash equivalents                  (150,722)     (2,721)
Cash and cash equivalents at beginning of year               528,130     598,343
Cash and cash equivalents at end of period                   377,408     595,622
                                                                                
Supplemental disclosure of cash flow information:                               
Interest paid during the period                               42,629      44,319
Income taxes paid during the period                              311         592
Supplemental disclosure of noncash investing and                       
 financing activities:                       
Securitization of mortgage loans                             112,648           -
Loans transferred to other real estate acquired                                 
  through loan foreclosure                                       731         177
Change in market value of securities available for
  sale, net of deferred tax (benefit)                                           
  of $(4,882) and $(4,684), respectively                     (7,697)     (7,079)
Lapse of restrictions on common stock                              -         546

See accompanying notes to consolidated financial statements.

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements
              Three Months Ended March 31, 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") and Central Carolina Bank - Georgia.  The consolidated
financial statements also include the accounts and results of
operations of CCB Investment and Insurance Service Corporation, CCBDE,
Inc. and Southland Associates, Inc., wholly-owned subsidiaries of CCB.
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 this 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
merger 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)  Merger and Acquisition

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 share of
Salem Trust common stock outstanding on the merger date was converted
into .36 shares of the Corporation's common stock.  Consequently, the
Corporation issued approximately 680,000 shares of the Corporation's
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           $ 202,402   194,596
    Salem Trust Bank                        6,173     4,221
                                        $ 208,575   198,817

Net income:
    CCB Financial Corporation           $  70,315    57,860
    Salem Trust Bank                        2,020     1,044
                                        $  72,335    58,904

Net interest income after provision for loan and leases losses for the
Corporation and Salem Trust has been adjusted from amounts previously
reported to reflect certain reclassifications between interest income
and expense and noninterest income and expense.

(3) Loans and Lease Financing

A summary of loans and lease financing at March 31, 1997 and 1996
follows (in thousands):

                                                 1997        1996
Commercial, financial and agricultural   $   556,222          501,925
Real estate-construction                     620,249          495,696
Real estate-mortgage                       2,115,239        1,921,424
Instalment loans to individuals              395,782          314,159
Credit card receivables                      186,918          189,684
Lease financing                               40,168           36,776
   Gross loans and lease financing         3,860,282        3,513,961
Less unearned income                           5,032            4,953
   Total loans and lease financing       $ 3,855,249        3,509,008

Loans held for sale totaled $13,375,000 and $51,394,000 at March 31,
1997 and 1996, respectively, and are reported at the lower of cost or
market.

At March 31, 1997, impaired loans amounted to $9,920,000 compared to
$9,135,000 at March 31, 1996.  The related reserve for loan and lease
losses on these loans amounted to $2,582,000 at March 31, 1997 and
$1,377,000 at March 31, 1996.

(4) Reserve for Loan and Lease Losses

Following is a summary of the reserve for loan and lease losses for
the three months ended March 31, 1997 and 1996 (in thousands):
                                                                      
                                                 1997        1996
Balance at beginning of year                   $ 50,547     44,880
Provision charged to operations                   1,775      2,133
Recoveries of loans and leases previously
   charged-off                                      626        508
Loan and lease losses charged to reserve        (2,813)     (1,868)
Balance at end of period                       $ 50,135     45,653

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements

(5) Risk Assets

Following is a summary of risk assets at March 31, 1997 and 1996 (in
thousands):

                                             1997         1996
Nonaccrual loans and lease financing      $ 13,553      13,283
Other real estate acquired through
   loan foreclosures                         1,600       2,246
Accruing loans and lease financing
   90 days or more past due                  3,209       2,768
Total risk assets                         $ 18,362      18,297

(6) Mortgage Servicing Rights

A summary of mortgage servicing rights ("MSR") for the three months ended
March 31, 1997 and 1996 follows (in thousands):

                                             1997         1996
  Capitalized MSRs at beginning of year   $ 2,776         916
  Capitalization of servicing               1,745         708
  Capitalized servicing sold              (1,950)         -
  Amortization of MSR                       (188)        (70)
  Capitalized MSRs at end of period       $ 2,383       1,554
  
Mortgage servicing sold during the three months ended March 31, 1997
resulted in a nominal gain.  The fair value of mortgage servicing
rights was $2,426,000 and 1,611,000 at March 31, 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
March 31, 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") and Central Carolina Bank-Georgia ("CCB-
Ga.") (collectively "the Banks"), and CCB's wholly-owned subsidiaries,
CCB Investment and Insurance Service Corporation ("CCBI"), CCBDE, Inc.
and Southland Associates, Inc. for the three months ended March 31,
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.  Merger-related expense of $1.0 million (or $792,000 after-tax)
was recorded at the date of merger.

Results of Operations - Three Months Ended March 31, 1997 and 1996
Income before merger-related expense amounted to $20.9 million for the
three months ended March 31, 1997 compared to 1996's $18.2 million.
Income per share before merger-related expense totaled $1.33 in 1997
compared to $1.16 in the first quarter of 1996.  Returns before merger-
related expense on average assets and shareholders' equity were 1.54%
and 17.03%, respectively, in 1997 compared to 1996's 1.43% and 16.24%.
Merger-related expense incurred during 1997's first quarter totaled
$792,000 after-tax.  Net income for the three months ended March 31,
1997 amounted to $20.1 million, an increase of $1.9 million from the
same period in 1996.  Net income per share was $1.28 in 1997, a $.12
increase from the 1996 period.  Returns on average assets and average
shareholders' equity in 1997 were 1.48% and 16.39%, respectively,
compared to 1.43% and 16.24%, respectively, in the 1996 period.

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 by $450.8 million or 9.4% in the
1997 period.  Despite a favorable shift in the mix of interest-earning
assets towards loans (74% of interest-earning assets in 1997 versus
72% in 1996), the overall yield on earning assets declined to 8.42%
from 1996's 8.52%.  The cost of interest-bearing funds increased by 1
basis point in the 1997 period to 4.59% and as a result the interest
rate spread and net interest margin declined by 11 and 6 basis points,
respectively, to 3.83% and 4.61%.  As a result of the narrower
interest rate spread and net interest margin, net interest income on a
taxable equivalent basis only increased by $4.2 million or 7.4%.
                                                       Table 1

                       CCB FINANCIAL CORPORATION
           Average Balances and Net Interest Income Analysis
              Three Months Ended March 31, 1997 and 1996
                                   
                                                                1997
                                                           Interest   Average
                                               Average     Income/     Yield/   
                                                Balance     Expense      Rate
Earning assets:                                                                 
Loans and lease financing (2)                 $3,905,349     87,139        9.02%
U.S. Treasury and agency obligations (3)         935,965     16,090        6.88
States and political subdivision obligations      82,357      1,822        8.85
Equity and other securities (3)                   16,708        288        6.90
Federal funds sold and other short-term                                      
   investments                                   239,840      3,183        5.38
Time deposits in other banks                      66,026        852        5.23
    Total earning assets (3)                   5,246,245    109,374        8.42
                                                                                
Non-earning assets:                                                             
Cash and due from banks                          140,113                    
Premises and equipment                            68,972                    
All other assets, net                             67,514                     
    Total assets                              $5,522,844                     
                                                                                
Interest-bearing liabilities:                                                   
Savings and time deposits                     $4,147,388     46,664        4.56%
Short-term borrowed funds                        154,043      1,781        4.69
Long-term debt                                    57,502        948        6.60
    Total interest-bearing liabilities         4,358,933     49,393        4.59
                                                                                
Other liabilities and shareholders' equity:                                     
Demand deposits                                  560,958                       
Other liabilities                                105,096                       
Shareholders' equity                             497,857                       
    Total liabilities and shareholders'
      equity                                  $5,522,844             
                                                                      
Net interest income and net interest margin (4)             $59,981        4.61%
                                                                     
Interest rate spread (5)                                                   3.83%
                                                        Continued
                                   
                       CCB FINANCIAL CORPORATION
     Average Balances and Net Interest Income Analysis, Continued
              Three Months Ended March 31, 1997 and 1996

                                                              1996        
                                                            Interest  Average
                                                Average     Income/    Yield/
                                                Balance     Expense     Rate
Earning assets:                                                             
Loans and lease financing (2)                  3,477,305     80,374      9.28
U.S. Treasury and agency obligations (3)         910,865     15,152      6.65
States and political subdivision obligations      76,701      1,796      9.37
Equity and other securities (3)                   30,124        535      7.10
Federal funds sold and other short-term                                      
   investments                                   229,589      3,033      5.31
Time deposits in other banks                      70,869        884      5.02
    Total earning assets (3)                   4,795,453    101,774      8.52
                                                                             
Non-earning assets:                                                           
Cash and due from banks                          159,928                     
Premises and equipment                            69,442                     
All other assets, net                             69,244                     
    Total assets                               5,094,067                     
                                                                               
Interest-bearing liabilities:                                                 
Savings and time deposits                      3,878,841     43,800      4.54
Short-term borrowed funds                         77,725        867      4.49
Long-term debt                                    76,072      1,277      6.71
    Total interest-bearing liabilities         4,032,638     45,944      4.58
                                                                               
Other liabilities and shareholders' equity:                                     
Demand deposits                                  505,259                     
Other liabilities                                106,469                     
Shareholders' equity                             449,701                     
    Total liabilities and shareholders' 
      equity                                   5,094,067                     
                                                                               
Net interest income and net interest margin (4)              55,830      4.67
                                                                              
Interest rate spread (5)                                                 3.94

__________________________________
(1) The taxable equivalent basis is computed using 35% federal and
7.50% in 1997 and 35% federal and 7.75% state tax rates in 1996 where
applicable.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing.  Loan fees of $2,488,000 and $2,908,000 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 first quarter of 1997
was $1.8 million compared to $2.1 million in 1996.  Despite the loan
growth experienced in the first quarter of 1997, a lower than normal
provision was recorded due to the securitization  of $139 million of
mortgage loans.  Of the $139 million in securities, $26 million were
sold at par and the remaining $113 million were transferred to the
available for sale investment portfolio.  The reserve for loan and
lease losses to loans and lease financing outstanding was 1.30% at
March 31, 1997 and 1996.  Net 1997 quarterly loan and lease charge-
offs amounted to $2.2 million or .23% (annualized) of average loans
and lease financing which exceeded the .16% (annualized) experienced
in the first quarter of 1996, but was comparable to the .22%
experienced during the second through the fourth quarter of 1996.  The
increased dollar level of charge-offs in 1997 was due primarily to
charge-offs in the credit card portfolio as the net charge-off ratio,
excluding credit cards, totaled .05% (annualized) for both 1997 and
1996.

Other income, excluding investment securities transactions, increased
$2.6 million in the first quarter of 1997 to $17.4 million.  The
increase was due primarily to $1.1 million of income related to the
previously mentioned securitization and sale of mortgages and a
$682,000 increase in service charges on deposit accounts.  The service
charge increase resulted primarily from increased deposit volume and
repricing of certain deposit services based upon the results of
product profitability analysis.  Brokerage and insurance commissions
increased $664,000 from 1996 as the Corporation continued emphasizing
investment services provided through CCBI's association with a
registered securities broker-dealer.

Other expenses, excluding the previously discussed non-recurring
merger-related expense of $1.0 million, increased in the 1996 period
by $2.3 million.  The increase is almost wholly explained by the
increase in personnel expense which increased $2.2 million from 1996's
level.  The increase was due to general salary increases and a larger
workforce which had the combined effect of increasing salary expense
by $1.6 million with corresponding increases in employee benefits and
payroll taxes.  Despite the increased personnel expense, a comparison
of assets per employee shows continuing improvement from $2.59 million
of assets per employee at March 31, 1996 to $2.73 million per employee
at March 31, 1997.

As a result of the aforementioned changes, net overhead (noninterest
expense less noninterest income) as a percentage of average assets
decreased to 1.72% for the three months ended March 31, 1997 from
1.90% for the same period in 1996.  The Corporation's efficiency ratio
(noninterest expense as a percentage of taxable equivalent net
interest income and other income) significantly improved from 54.83%
for the three months ended March 31, 1996 to 52.93% for the same
period in 1997.  The improvement in both of these ratios, both of
which were calculated excluding the impact of merger-related expense,
indicates that the Corporation's revenues are increasing faster than
its expenses.

The following schedule presents noninterest income and expense as a
percentage of average assets for the three months ended March 31, 1997
and 1996.

                                                1997      1996
Noninterest income                               1.28 %    1.16

Personnel expense                                1.70      1.66
Occupancy and equipment expense                   .39       .45
Other operating expense (1)                       .91       .95
Noninterest expense                              3.00      3.06

Net overhead                                     1.72 %    1.90
_______________________________
(1) Excludes merger-related expense of $1.0 million in 1997.


The effective income tax rate was 36.6% in 1997 compared to 34.5% in
the same period of 1996.  Non-deductible merger-related expense
resulted in the higher effective tax rate experienced in 1997.

Financial Condition

Total assets have increased $365.0 million since March 31, 1996 due
solely to net internal growth.  The majority of the increase occurred
in interest-earning assets.  Average assets have increased from $5.1
billion for the quarter ended March 31, 1996 to $5.5 billion for the
quarter ended March 31, 1997 and compare to $5.4 billion for the three
months ended December 31, 1996.

At March 31, 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 $18.4 million or .48% of outstanding loans and lease
financing and foreclosed real estate.  This compares to approximately
$18.3 million or .52% at March 31, 1996.  Decreases in nonaccrual
loans and leases and foreclosed real estate was offset by increases in
accruing loans over ninety days past due. The reserve for loan and
lease losses to risk assets was 2.73x at March 31, 1997 compared to
3.21x at December 31, 1996 and 2.50x at March 31, 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 9.01% and 8.83% for the three months ended
March 31, 1997 and 1996, respectively.  Increases in this ratio since
March 31, 1996 are due primarily to the retention of earnings.

The unrealized gains on investment securities available for sale, net
of applicable taxes, decreased $7.7 million from December 31, 1996 in
conjunction with declines in the financial markets to result in an
unrealized loss at March 31, 1997 of $2.4 million.

The Corporation has increased its annual cash dividends consistently
over the past 32 years.  On April 15, 1997, the Board of Directors of
the Corporation declared a regular quarterly dividend of $.42 payable
on July 1, 1997 to shareholders of record June 16, 1997.  Book value
increased 9.6% to $31.85 per share at March 31, 1997 from 1996's level
of $29.05.  The previously mentioned decline in the unrealized gain
(loss) on investment securities available for sale, net of applicable
taxes, decreased book value by $.15 per share.

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 March 31, 1997.


                      March 31,           Regulatory
Ratio               1997      1996         Minimums

Tier 1 Capital                              4.00%
  Corporation      11.93%     11.00
  CCB              12.05      11.45
  CCB-Ga.          10.82       4.74
Total Capital                               8.00
  Corporation      14.01      13.13
  CCB              13.29      12.97
  CCB-Ga.          12.10       5.35
Leverage                                    4.00
  Corporation       8.71       8.24
  CCB               8.66       8.31
  CCB-Ga.           7.82       8.67


Proposed Merger

On February 18, 1997, the Corporation announced that it had entered
into a definitive agreement to acquire American Federal Bank, FSB
("American Federal") headquartered in Greenville, South Carolina.
American Federal has 40 banking offices located in northwest South
Carolina and assets of $1.3 billion as of December 31, 1996.  Under
the terms of the agreement, the Corporation will issue .445 shares of
its common stock in exchange for each share of American Federal in a
transaction designed to qualify as a tax-free exchange.  The
acquisition will be accounted for as a pooling-of-interests.  The
acquisition, which among other things, is subject to regulatory
approval and approval by the Corporation's shareholders and American
Federal's shareholders, is tentatively scheduled to be consummated
early in the third quarter of 1997.

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 standards for computing 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 the
weighted average number of common shares outstanding for the period.
SFAS No. 128 also requires dual presentation of basic and diluted EPS
on the face of the income statement for all entities with complex
capital structures.  Diluted EPS is computed similarly to "fully
diluted" EPS under existing accounting rules.  SFAS No. 128 is
effective for financial statements issued for periods ending after
December 15, 1997; earlier application is not permitted. Restatement
of prior years' EPS is also required by SFAS No. 128.  Assuming that
SFAS No. 128 had been implemented, basic earnings per share 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 the Corporation's financial
statements as of September 30, 1998.  The Corporation does not
anticipate that the implementation of this Statement will have a
material impact on the consolidated financial statements.

PART II.  OTHER INFORMATION

      
Item 6.   Exhibits and Reports on Form 8-K

(a).  Exhibits

(b).  Reports on Form 8-K:

        A report on Form 8-K dated January 31, 1997 was filed under
        Items 5 and 7 reporting the consummation of the merger with
        Salem Trust Bank.
        
        A report on Form 8-K dated February 17, 1997 was filed
        under Items 5 and 7 reporting the signing of a definitive
        agreement to acquire American Federal Bank, FSB.

                              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: May 12, 1997                      /s/ ERNEST C. ROESSLER
                                        Ernest C. Roessler
                                        President and Chief
                                        Executive Officer


Date: May 12, 1997                      /s/ ROBERT L. SAVAGE, JR.
                                        Robert L. Savage, Jr.
                                        Senior Vice President and
                                        Chief Financial Officer


Date: May 12, 1997                      /s/ W. HAROLD PARKER, JR.
                                        W. Harold Parker, Jr.
                                        Senior Vice President and
                                        Controller
                                        (Chief Accounting Officer)