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, 1998


                   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            20,494,068
            (Class of Stock)            (Shares outstanding
                                        as of May 13, 1998)
<PAGE>
                       CCB FINANCIAL CORPORATION
                                   
                               FORM 10-Q
                                   
                                 INDEX
                                   

Part I.  Financial Information

 Item 1.  Financial Statements

   Consolidated Balance Sheets
      March 31, 1998, December 31, 1997 and
      March 31, 1997                                        3

   Consolidated Statements of Income
      Three Months Ended March 31, 1998 and 1997            4

   Consolidated Statements of Shareholders' Equity
      Three Months Ended March 31, 1998 and 1997            5

   Consolidated Statements of Cash Flows
      Three Months Ended March 31, 1998 and 1997            6

   Notes to Consolidated Financial Statements
      Three Months Ended March 31, 1998 and 1997            7

 Item 2.   Management's Discussion and Analysis of
           Financial Condition and Results of Operations    11

 Item 3.   Quantitative and Qualitative Disclosures About
           Market Risk                                      16

Part II.  Other Information

 Item 6.   Exhibits and Reports on Form 8-K                 17

 Signatures                                                 18
<PAGE>
PART I. FINANCIAL INFORMATION
Item 1.  Financial Statements

              CCB Financial Corporation and Subsidiaries
                      CONSOLIDATED BALANCE SHEETS
                                   
                                       (Unaudited)              (Unaudited)
                                          March        December    March
                                           31,           31,        31,
                                           1998          1997       1997
                                          (In Thousands Except Share Data)

Assets:                                                                     
Cash and due from banks                 $    237,308      277,469     180,533
Time deposits in other banks                  31,173       19,875      68,773
Federal funds sold and other                                                
 short-term investments                      363,500      122,000     190,000
Investment securities:                                                       
  Available for sale (amortized                                              
   costs of $1,309,501,
   $1,359,376 and $1,466,725)              1,330,797    1,382,107   1,464,958
  Held to maturity (market values                                   
   of $85,774, $87,002 and $85,444)           81,061       81,617      82,152
Loans and lease financing (notes
 2 and 4)                                  5,157,079    5,093,569   4,723,984
 Less reserve for loan and                                                  
  lease losses (note 3)                       68,403       67,594      61,364
                                           ---------    ---------   ---------
   Net loans and lease financing           5,088,676    5,025,975   4,662,620
Premises and equipment                        86,618       86,035      85,773
Other assets (note 4)                        124,928      143,450     144,253
                                           ---------    ---------   ---------
       Total assets                     $  7,344,061    7,138,528   6,879,062
                                           =========    =========   =========
Liabilities:                                                                
Deposits:                                                                   
  Demand (noninterest-bearing)          $    773,043      740,338     698,378
  Savings and NOW accounts                   758,784      727,108     706,937
  Money market accounts                    1,710,410    1,636,683   1,604,712
  Jumbo time deposits                        439,785      392,435     384,742
  Consumer time deposits                   2,451,353    2,488,033   2,403,835
                                           ---------    ---------   ---------
    Total deposits                         6,133,375    5,984,597   5,798,604
Short-term borrowed funds                    249,440      276,437     281,149
Long-term debt                               175,441      100,686      57,327
Other liabilities                            103,287       95,448     121,775
                                           ---------    ---------   --------- 
       Total liabilities                   6,661,543    6,457,168   6,258,855
                                           ---------    ---------   ---------
Shareholders' equity:                                                        
Serial preferred stock. Authorized                                     
 5,000,000 shares; none issued                   --           --          --
Common stock of $5 par value.                                                
 Authorized 50,000,000 shares;                                              
 20,648,164, 20,776,412                                                     
 and 20,694,310 shares issued                103,241      103,882     103,472
Additional paid-in capital                   126,860      143,784     141,700
Retained earnings                            439,278      419,746     376,693
Accumulated other comprehensive income        13,139       13,980     (1,169)
Less: Unearned common stock held                                     
 by management recognition plans                  --         (32)       (489)
                                             -------      -------     -------
       Total shareholders' equity            682,518      681,360     620,207
                                             -------      -------     -------
       Total liabilities and                                                
        shareholders' equity            $  7,344,061    7,138,528   6,879,062
                                           =========    =========   =========

See accompanying notes to consolidated financial statements.
<PAGE>
              CCB Financial Corporation and Subsidiaries
                   CONSOLIDATED STATEMENTS OF INCOME
                              (Unaudited)
                                   
                                       Three Months Ended March 31,
                                             1998      1997
                                (In Thousands Except Per Share Data)

Interest income:                                              
Interest and fees on loans                                    
 and lease financing                      $ 115,111    106,363
Interest and dividends on                                     
 investment securities:                                       
   U.S. Treasury                              7,427      7,339
   U.S. Government agencies                                   
    and corporations                         13,963     12,826
   States and political subdivisions                     
    (primarily tax-exempt)                    1,195      1,216
   Equity and other securities                  761        775
Interest on time deposits                                     
 in other banks                                 403      1,283
Interest on federal funds sold                                
 and other short-term investments             2,777      3,288
                                            -------    -------
        Total interest income               141,637    133,090
                                            -------    -------                  
Interest expense:                                             
Deposits                                     57,920     55,583
Short-term borrowed funds                     3,049      4,418
Long-term debt                                1,999        953
                                             ------     ------
        Total interest expense               62,968     60,954
                                             ------     ------
Net interest income                          78,669     72,136
Provision for loan and lease                                  
 losses (note 3)                              3,140      2,664
                                             ------     ------
Net interest income after provision                           
 for loan and lease losses                   75,529     69,472
                                             ------     ------                 
Other income:                                                 
Service charges on deposit accounts          12,085     10,486
Trust and custodian fees                      2,271      1,841
Sales and insurance commissions               2,515      2,343
Merchant discount                             2,008      1,580
Other service charges and fees                2,029      1,683
Other operating income                        3,207      3,918
Investment securities gains                     649        126
Investment securities losses                   (27)       (65)
                                              -----      -----
        Total other income                   24,737     21,912
                                             ------     ------
Other expenses:                                               
Personnel expense                            30,443     28,552
Net occupancy expense                         3,747      4,042
Equipment expense                             3,349      3,026
Other operating expense                      16,553     15,392
Merger-related expense                            -      1,016
                                             ------     ------
        Total other expenses                 54,092     52,028
                                             ------     ------
Income before income taxes                   46,174     39,356
Income taxes                                 16,890     14,466
                                             ------     ------
Net income                                $  29,284     24,890
                                             ======     ======                 
Earnings per common share:                                    
  Basic                                   $    1.41       1.20
  Diluted                                      1.39       1.19
                                                              
Weighted average shares outstanding:                     
  Basic                                      20,769     20,660
  Diluted                                    21,058     20,903


See accompanying notes to consolidated financial statements.
<PAGE>
              CCB Financial Corporation and Subsidiaries
            CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
              Three Months Ended March 31, 1998 and 1997
                              (Unaudited)
                                   
<TABLE>
<CAPTION>
                                                           Accumulated
                                                              Other   Management
                                       Additional            Compre-    Recog-    Total
                             Common     Paid-In   Retained   hensive    nition Shareholders'
                              Stock     Capital    Earnings   Income    Plans     Equity
                                                  (In Thousands)
<S>                         <C>         <C>        <C>        <C>       <C>      <C>                                          
Balance December 31, 1996: $  103,169    140,617    361,072    7,329     (738)    611,449
                                                                                         
Net income                       -          -        24,890     -        -         24,890
Stock options exercised,                                                                 
  net of shares tendered          303      1,083       -        -        -          1,386
Earned portion of manage-                                                                
  ment recognition plans         -          -          -        -          249        249
Cash dividends ($.42                                                                     
  per share)                     -          -       (9,269)     -        -         (9,269)
Change in unrealized gain                                                                
  (loss), net of applic-                                                                 
  able income taxes              -          -          -     (8,498)     -         (8,498)
                               -------    -------    -------  ------      ----    -------
Balance March 31, 1997     $   103,472    141,700    376,693  (1,169)     (489)   620,207
                               =======    =======    =======  ======      =====   =======
                                                                                         
Balance December 31, 1997  $   103,882    143,784    419,746   13,980      (32)   681,360
                                                                                         
Net income                       -          -        29,284     -        -         29,284
Stock options exercised,                                                                 
  net of shares tendered          168        287       -        -        -            455
Transactions pursuant to                                                                 
  restricted stock plan           (4)       (48)       -        -        -           (52)
Shares repurchased and                                                                   
  retired                       (805)   (17,155)       -        -        -        (17,960)
Earned portion of manage-                                                                
  ment recognition plans         -          -          -        -           32         32
Other transactions, net          -           (8)       -        -        -            (8)
Cash dividends ($.47                                                                     
  per share)                     -          -       (9,752)     -        -         (9,752)
Change in unrealized gain                                                                
  (loss), net of applic-                                                                 
  able income taxes              -          -          -       (841)     -           (841)
                               -------    -------    -------   ------   -----     -------
Balance March 31, 1998     $   103,241    126,860    439,278   13,139     -       682,518
                               =======    =======    =======   ======   =====     =======
</TABLE>

See accompanying notes to consolidated financial statements.
<PAGE>

              CCB Financial Corporation and Subsidiaries
                 CONSOLIDATED STATEMENTS OF CASH FLOWS
              Three Months Ended March 31, 1998 and 1997
                              (Unaudited)

                                                                         
                                                       1998       1997
                                                       (In Thousands)

Operating activities:                                                    
Net income                                       $     29,284      24,890
Adjustments to reconcile net income to net                               
 cash provided by operating activities:                                  
 Depreciation, amortization and accretion, net          4,726       5,762
 Provision for loan and lease losses                    3,140       2,664
 Net (gain) loss on sales of investment                                  
  securities                                            (622)        (61)
 Sale of securitized mortgage loans at par                  -      25,658
 Sales of loans held for sale                         106,490      48,335
 Origination of loans held for sale                  (93,844)    (47,108)
 Changes in:                                                             
   Accrued interest receivable                          1,848     (2,032)
   Accrued interest payable                               187       6,652
   Other assets                                        18,035         646
   Other liabilities                                    8,631       7,612
 Other operating activities, net                      (3,111)     (2,044)
                                                      -------     ------- 
    Net cash provided by operating activities          74,764      70,974
                                                      -------     ------- 
Investing activities:                                                    
Proceeds from:                                                           
  Maturities and issuer calls of investment                              
    securities held to maturity                           550       2,104
  Sales of investment securities available                               
    for sale                                           19,747      11,905
  Maturities and issuer calls of investment                              
    securities available for sale                     106,135      95,287
Purchases of:                                                            
  Investment securities available for sale           (77,031)   (208,124)
  Premises and equipment                              (3,183)     (2,470)
Net originations of loans and leases                                     
  receivable                                         (77,617)   (120,808)
                                                     --------   ---------
    Net cash used by investing activities            (31,399)   (222,106)
                                                     --------   ---------
Financing activities:                                                    
Net increase in deposit accounts                      148,779      57,150
Net decrease in short-term borrowed funds            (26,997)    (75,690)
Proceeds from issuance of long-term debt               75,000          79
Repayments of long-term debt                            (245)     (1,236)
Issuances of common stock from exercise                                  
 of stock options, net                                    455       1,386
Purchase and retirement of common stock              (17,960)           -
Other equity transactions, net                            (8)           -
Cash dividends paid                                   (9,752)     (9,269)
                                                     -------     --------
    Net cash provided (used) by                                          
     financing activities                             169,272    (27,580)
                                                     --------    --------
Net increase (decrease) in cash and cash                                 
 equivalents                                          212,637   (178,712)
Cash and cash equivalents at beginning of year        419,344     618,018
                                                      -------    --------
Cash and cash equivalents at end of period       $    631,981     439,306
                                                      =======     =======
Supplemental disclosures of cash flow                                    
 information:                                                            
Interest paid during the period                  $     62,781      54,302
Income taxes paid during the period              $      2,668       1,411
                                                                         
Supplemental disclosures of noncash investing                            
 and financing activities:                                               
Change in market value of securities available                           
 for sale, net of deferred tax benefit of                                
 $594 and $5,393, respectively                   $      (841)     (8,498)
Lapse of restrictions on common stock            $       (52)           -


See accompanying notes to consolidated financial statements.
<PAGE>

              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements
              Three Months Ended March 31, 1998 and 1997
                              (Unaudited)

(1) Consolidation and Presentation

The accompanying unaudited consolidated financial statements of CCB
Financial Corporation (the "Corporation") have been prepared in
accordance with the rules and regulations of the Securities and
Exchange Commission.  Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, the statements reflect all adjustments necessary for a
fair presentation of the financial position, results of operations and
cash flows of the Corporation on a consolidated basis, and all such
adjustments are of a normal recurring nature.  These financial
statements and the notes thereto should be read in conjunction with
the Corporation's Annual Report on Form 10-K for the year ended
December 31, 1997.  Operating results for the three month period ended
March 31, 1998, are not necessarily indicative of the results that may
be expected for the year ending December 31, 1998.

Consolidation
The consolidated financial statements include the accounts and results
of operations of the Corporation and its wholly-owned subsidiaries,
Central Carolina Bank and Trust Company ("CCB"), American Federal
Bank, FSB ("AmFed") and Central Carolina Bank - Georgia (collectively
the "Subsidiary Banks").  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 of S.C., Mortgage North, AMFEDDE, Inc. and Finance
South, Inc.).  All significant intercompany accounts are eliminated in
consolidation.

Accounting Policies
Effective January 1, 1998, the Corporation adopted the provisions of
SFAS No. 129, "Disclosure of Information about Capital Structure".
The Statement establishes standards for disclosing information about
an entity's capital structure. Adoption of the provisions of this
Statement will not have a material impact on the consolidated
financial statements as the Corporation is already meeting the
disclosure requirements of SFAS No. 129.

The Corporation also adopted the provisions of SFAS No. 130,
"Reporting Comprehensive Income", on January 1, 1998.  This Statement
establishes standards for reporting comprehensive income and its
components in a full set of general purpose financial statements.  The
objective of the Statement is to report a measure of all changes in
equity of an enterprise that result from transactions and other
economic events during the period other than transaction with owners.
Comprehensive income is divided into net income and other
comprehensive income.  Adoption of this Statement will not change
total shareholders' equity as previously reported.  In accordance with
the provisions of SFAS No. 130, comparative financial statements
presented for earlier periods have been reclassified to reflect the
provisions of this Statement.

<PAGE>
              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements
                                   
(1) Consolidation and Presentation - Continued
                                   
The following discussion summarizes the impact of adoption of SFAS No.
130 on the Corporation's accounting policies and disclosures:

     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
     
     Comprehensive Income
     
     Comprehensive income is the change in the Corporation's equity
     during the period from transactions and other events and
     circumstances from non-owner sources.  Comprehensive income is
     divided into net income and other comprehensive income.  The
     Corporation's "other comprehensive income" for the three months
     ended March 31, 1998 and 1997 and "accumulated other compre-
     hensive income" as of March 31, 1998 and 1997 are comprised
     solely of unrealized gains and losses on certain investments in
     debt and equity securities.  Total comprehensive income for the
     three months ended March 31, 1998 and 1997 amounted to
     $28,443,000 and $16,392,000, respectively.

The Financial Accounting Standards Board issued SFAS No. 131,
"Disclosure About Segments of an Enterprise and Related Information"
in July 1997.  SFAS No. 131 establishes standards for the way that
public business enterprises report information about operating
segments in shareholder reports.  The Statement also establishes
standards for related disclosures about products and services,
geographic areas, and major customers.  In the initial year of
application, SFAS No. 131 does not have to be applied to interim
financial statements. Generally, financial information is required to
be reported on the basis that it is used internally for evaluating
segment performance and deciding how to allocate resources to
segments. The Corporation will adopt the provisions of SFAS No. 131
for its financial statements for the year ending December 31, 1998.
However, as the Corporation does not internally divide its operations
into discrete segments, adoption of this Statement should not materially
impact its financial statements.

In February 1998, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards ("SFAS") No. 132,
"Employer's Disclosures about Pensions and Other Postretirement
Benefits".  This Statement amends the disclosures required for pension
and other postretirement benefit plans; the methods of measurement and
recognition for such plans remain unchanged.  SFAS No. 132 is
effective for fiscal years beginning after December 31, 1997.  The
Corporation will present the required disclosures in its financial
statements for the year ended December 31, 1998.

Earnings Per Share
Basic earnings per share ("EPS") excludes dilution and is computed by
dividing income available to common shareholders by the weighted
average number of common shares outstanding during each period.
Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or
converted into common stock.  The Corporation's diluted EPS is
computed by dividing income available to common shareholders by the
weighted average number of
<PAGE>
              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements
                                   
(1) Consolidation and Presentation - Continued

common shares outstanding plus dilutive stock options (as computed
under the treasury stock method) assumed to have been exercised during
each period.

(2) Loans and Lease Financing

A summary of loans and lease financing at March 31, 1998 and 1997
follows (in thousands):

                                            1998            1997
Commercial, financial and agricultural $   740,788         682,354
Real estate-construction                   766,627         688,620
Real estate-mortgage                     2,966,948       2,383,212
Instalment loans to individuals            498,365         694,452
Revolving credit                           203,324         186,918
Lease financing                             45,422          40,168
                                         ---------       ---------
   Gross loans and lease financing       5,163,040       4,734,158
Less unearned income                         5,961          10,174
                                         ---------       ---------
   Total loans and lease financing     $ 5,157,079       4,723,984
                                         =========       =========

Mortgage loans held for sale totaled $42,687,000 and $13,375,000 at
March 31, 1998 and 1997, respectively, and are reported at the lower
of cost or market.  During the first quarter of 1997, the Subsidiary
Banks securitized $138,306,000 of mortgage loans of which $112,648,000
were retained in the available for sale portfolio at March 31, 1997
and the remainder were sold at par.  The retained securitized loans
were sold during the third quarter of 1997 at a nominal gain.

At March 31, 1998, impaired loans amounted to $15,432,000 compared to
$11,052,000 at March 31, 1997.  The related reserve for loan and lease
losses on these loans amounted to $2,754,000 at March 31, 1998 and
$3,241,000 at March 31, 1997.  During the three months ended March 31,
1998 and 1997, loans totaling $579,000 and $731,000, respectively,
were transferred to "other assets" due to loan foreclosure.

(3) 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, 1998 and 1997 (in thousands):

                                                1998       1997
Balance at beginning of year                 $ 67,594      61,257
Provision charged to operations                 3,140       2,664
Recoveries of loans and leases
 previously charged-off                           590         725
Loan and lease losses charged to reserve      (2,921)     (3,282)
                                              -------     -------
Balance at end of period                     $ 68,403      61,364
                                              =======     =======
<PAGE>
              CCB Financial Corporation and Subsidiaries
              Notes to Consolidated Financial Statements

(4) Risk Assets

Following is a summary of risk assets at March 31, 1998 and 1997 (in
thousands):

                                               1998        1997
Nonaccrual loans and lease financing       $   17,571      17,942
Other real estate acquired through
   loan foreclosures                              975       2,201
Restructured loans and lease financing            772         821
Accruing loans and lease financing
   90 days or more past due                     2,982       3,209
                                              -------     -------
Total risk assets                          $   22,300      24,173
                                              =======     =======

(5) 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.
<PAGE>
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
"Subsidiary Banks"), and CCB's wholly-owned subsidiaries, CCB
Investment and Insurance Service Corporation, CCBDE, Inc. and
Southland Associates, Inc. and AmFed's wholly-owned subsidiaries,
American Service Corporation of S.C., Mortgage North, AMFEDDE, Inc.,
and Finance South, Inc. for the three months ended March 31, 1998 and
1997.  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.

Results of Operations - Three Months Ended March 31, 1998 and 1997

Net income for the three months ended March 31, 1998 amounted to $29.3
million compared to 1997's $24.9 million.  Basic income per share
totaled $1.41 in 1998 compared to $1.20 in the first quarter of 1997.
Returns on average assets and shareholders' equity were 1.66% and
17.39%, respectively, in 1998 compared to 1997's 1.47% and 16.42%.
Merger-related expense incurred during 1997 totaled $792,000 after-tax
and related to the Corporation's acquisition of Salem Trust Bank.
Excluding the impact of the merger-related expense, basic income per
share totaled $1.24 and returns on average assets and shareholders'
equity were 1.52% and 16.94%, respectively.

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 $285.3 million or 4.4% in the
1998 period.  Due primarily to a favorable shift in the mix of
interest-earning assets towards loans (75.6% of interest-earning
assets in 1998 versus 73.2% in 1997), the overall yield on earning
assets increased to 8.55% from 1997's 8.39%.  The cost of interest-
bearing funds decreased by 3 basis points in the 1998 period to 4.51%.
As a result of these favorable changes, the interest rate spread and
net interest margin increased by 19 and 20 basis points, respectively,
to 4.04% and 4.79%.  Net interest income on a taxable equivalent basis
increased by $6.8 million or 9.1%.

The provision for loan and lease losses for the first quarter of 1998
was $3.1 million compared to $2.7 million in 1997. The reserve for
loan and lease losses to loans and lease financing outstanding was
1.33% at March 31, 1998 compared to 1997's 1.30%.  Net 1998 quarterly
loan and lease charge-offs amounted to $2.3 million or .18%
(annualized) of average loans and lease financing compared to .22%
(annualized) in the first quarter of 1997.  Annualized net charge-offs
of revolving credit (credit card and check protection) improved from
1997's 3.44% to 1998's 2.60%.

Other income, excluding investment securities transactions, increased
$2.3 million or 10.4% in the first quarter of 1998 to $24.1  million.
The increase was due primarily to a $1.6 million 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.  Other service charges and fees increased $346,000 and trust
income increased $430,000 from 1997.
<PAGE>
                                                       Table 1

                       CCB FINANCIAL CORPORATION
           Average Balances and Net Interest Income Analysis
              Three Months Ended March 31, 1998 and 1997

                                                                        
                                                     1998              
                                                   Interest Average
                                        Average   Income/     Yield/
                                        Balance   Expense    Rate      
Earning assets:                                                         
Loans and lease financing (2)        $ 5,132,578    115,172     9.07 %
U.S. Treasury and agency                                   
 obligations (3)                       1,292,999     22,819     7.05    
States and political subdivision                                  
 obligations                              81,169      1,787     8.80    
Equity and other securities (3)           46,066        898     7.79    
Federal funds sold and other                                  
 short-term investments                  205,663      2,871     5.66    
Time deposits in other banks              33,995        403     4.81  
                                       ---------    -------     ----
  Total earning assets (3)             6,792,470    143,950     8.55    
                                                                        
Non-earning assets:                                                     
Cash and due from banks                  207,437                        
Premises and equipment                    86,679                        
All other assets, net                     77,865                    
                                         -------  
  Total assets                       $ 7,164,451                        
                                       =========
Interest-bearing liabilities:                                  
Savings and time deposits            $ 5,284,230     57,920     4.45 %
Other short-term borrowed funds          251,418      3,049     4.91    
Long-term debt                           130,264      1,999     6.19    
                                       --------      ------     ---- 
  Total interest-bearing liabilities   5,665,912     62,968     4.51    
                                       ---------     ------     ----
Other liabilities and shareholders' equity:
Demand deposits                          716,009                        
Other liabilities                         99,746                        
Shareholders' equity                     682,784                        
                                         -------
  Total liabilities and                                   
   shareholders' equity              $ 7,164,451                        
                                      ==========
Net interest income and net                         
 interest margin (4)                               $ 80,982     4.79 %
                                                     ======     ====
Interest rate spread (5)                                        4.04 %
<PAGE>                                                          ====

                       CCB FINANCIAL CORPORATION
     Average Balances and Net Interest Income Analysis, continued
              Three Months Ended March 31, 1998 and 1997

                                                    1997             
                                                  Interest  Average  
                                        Average   Income/   Yield/   
                                        Balance   Expense    Rate    
Earning assets:                                                      
Loans and lease financing (2)         $ 4,765,895   106,437     9.03 %
U.S. Treasury and agency                                             
 obligations (3)                        1,263,504    21,372     6.78  
States and political subdivision                                     
 obligations                               82,357     1,822     8.85  
Equity and other securities (3)            45,588       933     7.66  
Federal funds sold and other                                         
 short-term investments                   251,476     3,339     5.39  
Time deposits in other banks               98,311     1,283     5.29 
                                        ---------   -------     ----
  Total earning assets (3)              6,507,131   135,186     8.39  
                                                                      
Non-earning assets:                                                   
Cash and due from banks                   172,374                     
Premises and equipment                     86,124                     
All other assets, net                      79,444                   
                                       ----------
  Total assets                        $ 6,845,073                     
                                       ==========                              
Interest-bearing liabilities:                                        
Savings and time deposits             $ 5,034,831    55,583     4.48 %
Other short-term borrowed funds           356,493     4,418     5.27  
Long-term debt                             58,103       953     6.56  
                                        ---------    ------     ----
  Total interest-bearing liabilities    5,449,427    60,954     4.54  
                                        --------     ------     ----
Other liabilities and shareholders' equity: 
Demand deposits                           661,236                     
Other liabilities                         119,594                     
Shareholders' equity                      614,816                   
                                       ----------  
  Total liabilities and                                              
   shareholders' equity               $ 6,845,073                     
                                       ==========                              
Net interest income and net                                          
 interest margin (4)                             $   74,232     4.59 %
                                                     =====      ====
Interest rate spread (5)                                        3.85 %
                                                                ====     

(1) The taxable equivalent basis is computed using 35% federal and
applicable state tax rates in 1998 and 1997.
(2) The average loan and lease financing balances include non-accruing
loans and lease financing.  Loan fees of $3,607,000 and $3,021,000 for
1998 and 1997, 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.
<PAGE>
Other expenses, excluding 1997's previously discussed pre-tax merger-
related expense of $1.0 million, increased in the 1998 period by $3.1
million or 6.0%.  This is partially explained by a $1.9 million
increase in personnel expense from 1997's level.  The increase was due
to general salary increases and a larger workforce which had the
combined effect of increasing salary expense by $1.0 million with
corresponding increases in employee benefits and payroll taxes.

As a result of the aforementioned changes, net overhead (noninterest
expense less noninterest income) as a percentage of average assets
decreased to 1.66% for the three months ended March 31, 1998 from
1.72% for the same period in 1997.  The Corporation's efficiency ratio
(noninterest expense as a percentage of taxable equivalent net
interest income and other income) significantly improved from 53.06%
for the three months ended March 31, 1997 to 51.17% for the same
period in 1998.  The improvement in 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, 1998
and 1997.

                                                1998      1997

Noninterest income                               1.40 %    1.30
                                                 ----      ----
Personnel expense                                1.72      1.69
Occupancy and equipment expense                   .40       .42
Other operating expense (1)                       .94       .91
Noninterest expense                              3.06      3.02
                                                 ----      ----
Net overhead                                     1.66 %    1.72
                                                 ====      ====
_____________________
(1) Excludes merger-related expense of $1.0 million in 1997.


The effective income tax rate was 36.6% in 1998 compared to 36.8% in
the same period of 1997.

Financial Condition

Total assets have increased $465.0 million since March 31, 1997 due
solely to internal growth.  The majority of the increase occurred in
interest-earning assets.  Average assets have increased from $6.8
billion for the quarter ended March 31, 1997 to $7.2 billion for the
quarter ended March 31, 1998 and compared to $7.1 billion for the
three months ended December 31, 1997.

At March 31, 1998, 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 $22.3 million or .43% of outstanding loans and lease
financing and foreclosed real estate.  This compares to approximately
$24.2 million or .51% at March 31, 1997.  All categories of risk
assets decreased from the levels experienced at March 31, 1997 due to
the favorable economic conditions found in the Subsidiary Banks'
market areas.  Nonaccrual loans have increased $1.5 million from year-
end 1997 primarily due to one large nonaccrual relationship.  The
reserve for loan and lease losses to risk assets was 3.07x at March
31, 1998 compared to 3.20x at December 31, 1997 and 2.54x at March 31,
1997.
<PAGE>
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 9.53% and 8.98% for the three months ended
March 31, 1998 and 1997, respectively.  Increases in this ratio since
March 31, 1997 are due primarily to the retention of earnings.

The unrealized gains on investment securities available for sale, net
of applicable taxes, decreased $841,000 from December 31, 1997 to
result in an after-tax unrealized gain at March 31, 1998 of $13.1
million.

The Corporation has increased its annual cash dividends consistently
over the past 33 years.  On April 21, 1998, the Board of Directors of
the Corporation declared a regular quarterly dividend of $.47 payable
on July 1, 1998 to shareholders of record June 15, 1998.  Book value
increased 10.3% to $33.05 per share at March 31, 1998 from 1997's
level of $29.97.  As of March 31, 1998, unrealized gains on investment
securities available for sale, net of applicable taxes, added $.63 per
share to book value.

On February 25, 1998, the Board of Directors authorized a stock
repurchase program of up to 500,000 shares.  During the quarter ended
March 31, 1998, 160,900 shares were purchased at an average price of
$111.62 for a total cost of $17,960,000. These shares were retired
upon purchase.

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.
<PAGE>
The Corporation and the Banks continue to maintain higher capital
ratios than required under regulatory guidelines at March 31, 1998.

                               March 31,      Regulatory
     Ratio                  1998      1997    Minimums
    ---------------------------------------------------
     Tier 1 Capital                              4.00%
          Corporation       11.97%    12.20
          CCB               10.90     12.05
          AmFed             14.07     13.56
          CCB-Ga.           14.45     10.82
     -------------------------------------------------
     Total Capital                               8.00
          Corporation       13.84     14.14
          CCB               12.07     13.29
          AmFed             15.32     14.81
          CCB-Ga.           15.73     12.10
     -------------------------------------------------
     Leverage                                    4.00
          Corporation        8.96      8.63
          CCB                8.16      8.66
          AmFed              9.52      8.29
          CCB-Ga.           11.33      7.82
    --------------------------------------------------

Year 2000 Issue

The Corporation is in the process of assessing and correcting the
impact of the "Year 2000 Issue".  The Year 2000 Issue resulted from
many computer programs having been written using two digit dates
rather than four to define the applicable year.  This will make it
impossible to distinguish 2000 from 1900 and difficult to calculate
the passage of time.  The Corporation will utilize both internal and
external resources to modify or replace and test software for Year
2000 modifications.  The Corporation anticipates that its critical
applications will be modified or replaced by the end of 1998 which
will allow testing and any subsequent modifications to be completed in
1999.  Federal regulators have conducted a review of the Corporation's
Year 2000 conversion efforts and no criticism was made on the progress-
to-date or its anticipated schedule to complete the Year 2000 project.

The total cost of the Year 2000 project is estimated at $4.1 million,
of which $2 million is attributable to the purchase of new software
and hardware which will be capitalized.  The remainder of the cost
will be expensed as incurred over the next two years and is not
expected to have a material effect on the Corporation's results of
operations. During the first quarter of 1998, the Corporation incurred
$185,000 of non-capitalizable expense attributable to the Year 2000
project.  Total non-capitalizable expense incurred prior to 1998 was
less than $75,000.

The costs of the Year 2000 project and the date on which the
Corporation plans to complete the Year 2000 modifications are based on
management's best estimates, which were derived utilizing numerous
assumptions of future events including the continued availability of
certain resources, third-party modification plans and other factors.
<PAGE>
However, there can be no guarantee that these estimates will be
achieved at the cost disclosed or within the timeframe anticipated.

Trust Business Acquired

On March 10, 1998, the Corporation announced that it had entered into
a definitive agreement to acquire from NationsBank Corporation the
rights to portions of the institutional trust business of the former
Barnett Banks of Florida.  This acquisition involves the transfer of
approximately $3 billion in assets from 450 custody, escrow and
employee benefit accounts of Florida-based customers.  The transaction
is subject to regulatory approval and is tentatively scheduled to be
completed in the second quarter of 1998.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Market risk reflects the risk of economic loss resulting from adverse
changes in market price and interest rates.  This risk of loss can be
reflected in diminished current market values and/or reduced potential
net interest income in future periods.

The Corporation's market risk arises primarily from interest rate risk
inherent in its lending and deposit-taking activities.  The structure
of the Corporation's loan and deposit portfolios is such that a
significant decline in interest rates may adversely impact net market
values and net interest income.  The Corporation does not maintain a
trading account nor is the Corporation subject to currency exchange
risk or commodity price risk.  Responsibility for monitoring interest
rate risk rests with the Asset/Liability Management Committee ("ALCO")
which is comprised of senior management.  ALCO regularly reviews the
Corporation's interest rate risk position and adopts balance sheet
strategies that are intended to optimize net interest income while
maintaining market risk within a set of Board-approved guidelines.

As of March 31, 1998, Management believes that it has accomplished its
objective to avoid material negative changes in net income resulting
from changes in interest rates.
<PAGE>

PART II.  OTHER INFORMATION

      
Item 6.   Exhibits and Reports on Form 8-K

(a).  Exhibits

      Exhibit 27.1  Financial Data Schedule as of March 31, 1998.

      Exhibit 27.2  Restated Financial Data Schedule as of March 31,
                     1997.

(b).  Reports on Form 8-K:

        A report on Form 8-K dated January 12, 1998 was filed under
        Items 5 and 7 reporting the employment and amended and
        restated change of control agreements with the Registrant's
        three executive officers.
        
        A report on Form 8-K dated February 25, 1998 was filed
        under Items 5 and 7 reporting a stock repurchase plan of up
        to 500,000 shares.

<PAGE>
                              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 14, 1998                      /s/ ERNEST C. ROESSLER
                                        Ernest C. Roessler
                                        Chairman, President and
                                        Chief Executive Officer


Date: May 14, 1998                      /s/ ROBERT L. SAVAGE, JR.
                                        Robert L. Savage, Jr.
                                        Senior Vice President and
                                        Chief Financial Officer


Date: May 14, 1998                      /s/ W. HAROLD PARKER, JR.
                                        W. Harold Parker, Jr.
                                        Senior Vice President and
                                        Controller
                                        (Chief Accounting Officer)