SECURITIES AND EXCHANGE COMMISSION


                            Washington, D. C. 20549




                                    FORM 8-K




                                 CURRENT REPORT



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



         Date of Report (Date of earliest event reported): May 22, 1995



                     UNITED CAROLINA BANCSHARES CORPORATION
             (Exact name of registrant as specified in its charter)



        NORTH CAROLINA                   05583            56-0954530
       (State or other               (Commission         (IRS Employer
 jurisdiction of incorporation)      File Number)     Identification No.)



  127 West Webster Street, Whiteville, North Carolina      28472
       (Address of principal executive offices)          (Zip Code)



Registrant's telephone number, including area code (910) 642-5131








                                  Page 1 of 2




                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events

         On May 22, 1995, Registrant's wholly owned subsidiary,  United Carolina
Bank consummated its acquisition of twelve North Carolina branch banking offices
which were required to be divested by BB&T  Financial  Corporation  and Southern
National Corporation in their merger-of-equals  transaction. In the acquisition,
United  Carolina Bank assumed  $178.6  million in deposits and  purchased  $25.3
million in loans from the  divesting  institutions.  The newly  acquired  United
Carolina Bank branch banking offices are located in the following North Carolina
cities: three in Goldsboro, and one each in Fremont, La Grange, Eureka, Sanford,
Aberdeen, Statesville, Troutman, Elkin and Dobson.

         At March 31, 1995,  prior to consummation of the transaction  described
above,  Registrant's banking  subsidiaries  operated 133 branch offices in North
and South Carolina and Registrant had total consolidated assets of approximately
$3.4 billion.



                                   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 hereunto duly authorized.

Date:  June 1, 1995

                                    UNITED CAROLINA BANCSHARES CORPORATION



                                    by s/Howard V. Hudson, Jr.
                                         Howard V. Hudson, Jr.
                                         General Counsel and Secretary















                                  Page 2 of 2