Form 10-C

                       Securities and Exchange Commission
                              Washington, DC 20549

Report by issuer of securities quoted on The Nasdaq Stock Market, filed pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934 and Rule 13a-17 or
15d-17 thereunder.

EXACT NAME OF ISSUER AS SPECIFIED IN CHARTER:  UNITED CAROLINA BANCSHARES
                                               CORPORATION

ADDRESS OF PRINCIPAL EXECUTIVE OFFICES:  127 W. WEBSTER STREET,
                                         WHITEVILLE, NC 28472

ISSUER'S TELEPHONE NUMBER (INCLUDING AREA CODE):  (910)642-5131

I. Change in Number of Shares Outstanding
   Indicate  any change  (increase  or decrease) of five percent or more in the
   number of shares outstanding:

1. Title of security:  Common Stock, par value $4.00 per share

2. Number of shares outstanding before the change:  14,768,740

3. Number of shares outstanding after the change:  22,571,751 

4. Effective date of change:  January 31, 1996 

5. Method of change: Direct exchange (merger) and issuance (stock dividend)

   Specify method  (such as merger, acquisition,  exchange,  distribution, stock
   split, reverse  split, acquisition of stock for  treasury, etc.):  Merger and
   stock dividend

   Give  brief description of transaction:  On  1/25/96,  issuer  and  its  bank
   subsidiary, United Carolina  Bank, consummated the  acquisition  by merger of
   Seaboard Savings Bank, SSB.  279,094 net shares of issuer's Common Stock were
   directly  exchanged for Seaboard's  outstanding stock.  On 1/17/96,  issuer's
   Board  of Directors  declared  a  3 for 2 stock  dividend  payable 2/7/96  to
   shareholders of record 1/31/96.


II. Change in Name of Issuer

1. Name prior to change: N/A

2. Name after change:  N/A

3. Effective date of charter amendment changing name:  N/A

4. Date of shareholder approval of change, if required:  N/A


February 1, 1996                         s/Howard V. Hudson
                                         -----------------------------
                                         General Counsel and Secretary