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)   October 21, 1997
                                   
                                   
                             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.

      On  October  21, 1997, the Board of Directors  of  the
Registrant  adopted  a  severance  plan  (the  "Plan")   for
employees that would be implemented in the event of a change
in  control.   The  Plan was adopted in recognition  of  the
consolidations  being  experienced in the  banking  industry
which  might generate uncertainties about a potential future
merger  in  which the Registrant might not be the  surviving
entity.   Such  uncertainties might prevent  the  Registrant
from  attracting  and  retaining qualified  personnel.   The
Board believes that the adoption of a severance compensation
plan  of  this  kind  will  assure  fair  treatment  of  all
employees  and  reduce the distractions  and  other  adverse
effects  on employees' performance which are inherent  in  a
change  in  control.  Severance payments would be  based  on
employee classification and years of service.  Management of
the Registrant estimates that if the severance provision  of
the Plan were effected under the most severe scenario, an in-
market  merger, severance payments would total approximately
$.70 per share after-tax.


Item 7.             Financial Statements and Exhibits.


     (c) Exhibits

     Exhibit 99.1   CCB Financial Corporation Plan for Severance
                    Compensation After A Change in Control

                           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 20, 1997      By: /s/   ROBERT L. SAVAGE, JR.
                                   Robert L. Savage, Jr.
                                   Senior Vice President and
                                   Chief Financial Officer