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                               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)   May 13, 1997
                                     
                                     
                               CCB Financial Corporation
          (Exact name of registrant as specified in its charter)
                                     
                                     
                                     
               North Carolina            0-12358              56-1347849
     (State or other jurisdiction   (Commission File        (IRS Employer
           of incorporation)           Number)            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
                                     
                                     
                                     
                                            N/A
       (Former name or former address, if changed since last report)
     
Item 5.   Other Events.

      Merger  with  American  Federal.   On  February  17,  1997,
Registrant  and American Federal Bank, FSB ("American  Federal"),
Greenville,  South Carolina, entered into a definitive  agreement
under  which  American  Federal would be  merged  into  and  with
Registrant.  The transaction is anticipated to close early in the
third  quarter of 1997.  American Federal files the informational
reports  required under the Securities Exchange Act of 1934  with
the  Office of Thrift Supervision.  This Form 8-K has been  filed
with the Securities and Exchange Commission (the "Commission") to
make  American Federal's Quarterly Report on Form  10-Q  for  the
quarter ended March 31, 1997 available to the Commission.


Item 7.             Financial Statements and Exhibits.


          (c) Exhibits.

               Exhibit 99.1   American Federal Bank, FSB's
               Quarterly Report on Form 10-Q for the quarter
               ended March 31, 1997.

                           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:  May 27, 1997           By: /s/ W. HAROLD PARKER, JR.
                                     W. Harold Parker, Jr.
                                     Senior Vice President and Controller