UNITED STATES


                    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) November 4, 1994


                          CCB Financial Corporation
          (Exact name of registrant as specified in its charter)


        North Carolina            0-12358               56-1347849
       (State or other         (Commission File       (IRS Employer
       jurisdiction of              Number)         Identification No.)
       incorporation)



      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
     
     
     
                                    N/A
    (Former name or former address, if changed since last report)


                                  
Item 5.   Other Events.

       Definitive  Merger  Agreement.   On  November   4,   1994,
Registrant  and Security Capital Bancorp ("Security"), Salisbury,
North  Carolina, entered into a definitive agreement (the "Merger
Agreement")  under which Security would be merged into  and  with
Registrant.   The Merger Agreement provides that, to  effect  the
merger,  Registrant will issue .50 shares of its $5.00 par  value
common  stock  for each share of Security's no par common  stock.
The  transaction is subject, among other things, to  approval  of
Registrant's  and  Security's  stockholders  and  to  receipt  of
required  regulatory  approvals.  Further information  about  the
proposed transaction is contained in Exhibit 99 to this Report.

       Repurchase  of  Common  Stock.   On  November   4,
1994, Registrant's  Board  of  Directors  approved  the
purchase   by Registrant  of a number of shares of its $5.00
par  value  common stock.  Registrant presently intends to
purchase a number of  its shares  in an amount not in excess of
9% of the number of  shares proposed  to  be  issued  to  the
shareholders  of  Security  in connection with the merger
described above.  Based on  the  terms of   the  Merger
Agreement,  it  currently  is  estimated   that Security's
shareholders  will  receive  approximately  5,884,699 shares
of  Registrant's  common stock  in  connection  with  the
merger.   Registrant's purchases will be made on the open
market or   in   privately  negotiated  transactions  and
will   begin immediately.

Item 7.             Financial Statements and Exhibits.
(c) Exhibits

Exhibit 99.         Press Release dated November 7, 1994




                          SIGNATURES

      Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
                                CCB FINANCIAL CORPORATION
Date: November 7, 1994        By:  /s/ W. Harold Parker, Jr.
                                     W. Harold Parker Jr.
                                     Senior Vice President
                                     and Controller
11/3/94
RTP\RTP
RLMAIN\5021.




                         EXHIBIT INDEX
                               
                                                         Page No. in
Exhibit No. Per                                           Sequential
Regulation S-K           Description                   Numbering System


Exhibit 99        Press Release dated November 7, 1994        6