EXHIBIT 1.1

                        [PICTURE OF EAGLE APPEARS HERE]

    COMMON STOCK                                            COMMON STOCK

       NUMBER                                                  SHARES

    SS

                                                            SEE REVERSE FOR     
                                                            CERTAIN DEFINITIONS 
                                                                                
                                                            CUSIP 840486 10 2   

          INCORPORATED UNDER THE LAWS OF THE STATE OF NORTH CAROLINA
                                                                                
                      SOUTH STREET FINANCIAL CORPORATION                        
                                                                                
                                ALBEMARLE, N.C.           


    THIS IS TO CERTIFY THAT





    IS THE OWNER OF


   FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, NO PAR VALUE OF

                      SOUTH STREET FINANCIAL CORPORATION

transferable on the books of the Corporation by the holder hereof in person or 
by duly authorized Attorney upon surrender of this Certificate properly 
endorsed.  The security evidenced by this Certificate is not a deposit account 
or savings account and is not federally insured or guaranteed.  This Certificate
shall not be valid until countersigned and registered by the Transfer Agent and 
Registrar.
   WITNESS the facsimile seal of the Corporation and the signatures of its duly 
authorized officers.

Dated:


                                                     
        [SIGNATURE OF SECRETARY    [SOUTH STREET        /s/Carl M. Hill   
         APPEARS HERE]              FINANCIAL CORP.      
                                    SEAL APPEARS        
              SECRETARY             HERE]               PRESIDENT AND CHIEF
                                                        EXECUTIVE OFFICER   

++++++++++++++++++++++++++++++++++++++++++++++
+ COUNTERSIGNED AND REGISTERED:              +
+                                            +
+               TRANSFER AGENT AND REGISTRAR +
+ BY                                         +  
+                                            +
+                       AUTHORIZED SIGNATURE +
++++++++++++++++++++++++++++++++++++++++++++++

 
                      SOUTH STREET FINANCIAL CORPORATION

    The Corporation will furnish in any shareholder upon request and without
charge a copy of the Articles of Incorporation and Bylaws of the Corporation,
which set forth certain other provisions with respect to acquisition of shares
of the Corporation, as well as a description of the Corporation's authorized
common and preferred stock and other provisions affecting stockholder rights and
corporate governance.

    The following abbreviations, when used in the Inscription on the face or 
this certificate, shall be construed as though they were written out in full 
according to applicable laws or regulations:

 
                                                                            
    TEN COM - as tenants in common               UNIF GIFT MIN ACT -            Custodian
    TEN ENT - as tenants by the entireties                          -----------          -----------
    JT TEN  - as joint tenants with right of                           (Cust)                (Minor)
              survivorship and not as tenants                        under Uniform Gifts to Minors
              in common                                              Act
                                                                        ------------------------------
                                                                                  (state)
 


    Additional abbreviations may also be used though not in the above list

      For value received,                                            herby sell,
                         --------------------------------------------
assign and transfer unto

      PLEASE INSERT SOCIAL SECURITY
        OR OTHER IDENTIFYING                
        NUMBER OF ASSIGNEE
  -----------------------------------



  -----------------------------------


  -----------------------------------------------------------------------------
                    (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING
                              ZIP CODE OF ASSIGNEE)

  -----------------------------------------------------------------------------

  -----------------------------------------------------------------------------
        
                                                                         shares 
  -----------------------------------------------------------------------
  of the Capital Stock represented by the within Certificate, and do herby 
  irrevocably constituto and appoint

                                                                        Attorney
  ---------------------------------------------------------------------        
  to transfer the said stock on the books of the with in named Corporation with 
  full power of substitution in the premises.

  Dated  
       -------------------------





                            ---------------------------------------------------
                   NOTICE:  THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND
                            WITH THE NAME AS WRITTEN UPON THE FACE OF THE
                            CERTIFICATE IN EVERY PARTICULAR ,WITHOUT ALTERATION
                            OR ENLARGEMENT OF ANY CHANGE WHATEVER.


    SIGNATURE(S) GUARANTEED:
                            ----------------------------------------------------
                            THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE
                            GUARANTOR INSTITUTION (BANKS, STOCKHOLDERS, SAVINGS 
                            AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
                            MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
                            MEDALLION PROGRAM) PURSUANT TO S.E.C. RULE 17Ad-16.


    KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, MUTILATED OR
    DESTROYED, THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
    TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.




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AMERICAN BANK NOTE COMPANY   JUlY 15, 1996  fm
3504 ATLANTIC AVENUE          045223bk
SUITE 12
LONG BEACH, CA   90807
(310)989-2333
(FAX) (310) 426-7450          proof        NEW
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