As filed with the Securities and Exchange Commission on June 15, 1995.

                               File No. 33-85248


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                         POST EFFECTIVE AMENDMENT NO. 1
                                       TO
                                    FORM S-8
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                     UNITED CAROLINA BANCSHARES CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

        North Carolina                             56-0954530
(State or Other Jurisdiction of                 (I.R.S. Employer
 Incorporation or Organization)              Identification Number)

                            127 West Webster Street
                        Whiteville, North CArolina 28472
             (Address and Zip Code of Principal Executive Offices)



               1987 DIRECTORS' NON-QUALIFIED STOCK OPTION PROGRAM
                            (Full Title of the Plan)








                             Howard V. Hudson, Jr.
                     UNITED CAROLINA BANCSHARES CORPORATION
                            127 West Webster Street
                        Whiteville, North Carolina 28472
                                 (910) 642-1489
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)





                      Total Number of Sequential Pages: 2


                                     Page 1


         This  Post  Effective  Amendment  No.  1 is  being  filed  pursuant  to
authority  contained in Rule 478 to report that all 3,156 shares of Registrant's
Common Stock registered on October 18, 1994, on Form S-8 Registration  Statement
under the Securities Act of 1933, File No.  33-85248,  have been sold and issued
by Registrant in accordance with the terms of the 1987 Directors'  Non-Qualified
Stock Option Program to which said Registration Statement related.




                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  duly  caused  this  Post  Effective  Amendment  No. 1 to
registrant's  Form S-8 Registration  Statement to be signed on its behalf by the
undersigned,  thereunto duly  authorized,  in the City of  Whiteville,  State of
North Carolina, on June 15, 1995.

                                    UNITED CAROLINA BANCSHARES CORPORATION
                                                (Registrant)

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



                                     Page 2