As filed with the Securities and Exchange Commission
on February 21, 1995
Registration No. ________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________

SECURITY CAPITAL BANCORP
(Exact name of Registrant as specified in its charter)

North Carolina 56-1354694
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

507 West Innes Street
Post Office Box 1387
Salisbury, North Carolina 28145-1387
(704) 636-3775
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)

SECURITY CAPITAL BANCORP
OMNIBUS STOCK OWNERSHIP
AND LONG TERM INCENTIVE PLAN
(Full title of the Plan)
____________________

DAVID B. JORDAN ROBERT A. SINGER
Vice-Chairman and Chief Executive Officer CATHERINE T. McGEE
Security Capital Bancorp Brooks, Pierce, McLendon,
507 West Innes Street Humphrey & Leonard, L.L.P.
Post Office Box 1387 2000 Renaissance Plaza
Salisbury, North Carolina 28145-1387 Greensboro, North Carolina 27401
(704) 636-3775 (910) 373-8850

(Names and addresses, including zip code, and telephone number, including area code, of agents for service)

CALCULATION OF REGISTRATION FEE

Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Offering Registration
Per Share Price Fee

Common Stock,
no par value . . 300,000 * * $1771.55

*The shares are to be offered at prices not presently determinable.
Pursuant to Rule 457(c), fee is calculated on the basis of the high and low
sales prices of the Common Stock, as reported on the Nasdaq Stock
Market, Inc. (National Market System) on February 16, 1995.

SECURITY CAPITAL BANCORP
CROSS-REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K

Item in Caption or Location
Form S-8 in Prospectus

1 Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus . . Front Cover Page
2 Inside Front and Outside Back Cover Pages of
Prospectus . . . . . . . . . . . . . . . . Inside Front Cover Page; Available
Information; Incorporation of Certain
Documents by Reference; Table of Contents;
Outside Back Cover Page

3 General Information Regarding the Plan . . . Outside Front Cover Page of Prospectus; The
Corporation; The Plan -- General
Information; -- Administration;
-- Eligibility and Participation; --
Rights That May Be Granted; -- Restrictions
on Transfer or Resale; --Amendment and
Termination; --Federal Income Tax
Consequences
4 Securities to be Offered . . . . . . . . . . Outside Front Cover Page of Prospectus; The
Plan -- General Information; -- Rights
That May be Granted; -- Restrictions on
Transfer or Resale

5 Employees Who May Participate in the Plan. . . The Plan -- General Information;
-- Eligibility and Participation

6 Purchase of Securities Pursuant to the Plan
and Payment for Securities Offered . . . . . The Plan -- General Information; -- Rights
That May be Granted;
7 Resale Restrictions . . . . . . . . . . . . . The Plan -- Restrictions on Transfer or
Resale

8 Tax Effects of Plan Participation . . . . . The Plan -- Federal Income Tax Consequences
9 Investment of Funds . . . . . . . . . . . . Not Applicable

10 Withdrawal from the Plan; Assignment of
Interest . . . . . . . . . . . . . . . . . The Plan -- Rights That May be Granted;
-- Restrictions on Transfer or Resale;
-- Termination and Forfeiture of Rights

11 Forfeitures and Penalties . . . . . . . . . The Plan -- Rights That May be Granted;
-- Termination and Forfeiture of Rights
12 Charges and Deductions and Liens Therefor . . The Plan; -- General Information; -- Rights
That May be Granted

13 Registration Information and Employee Plan
Annual Information . . . . . . . . . . . . Summary; Available Information

PROSPECTUS

(Security Capital logo appears here)
SECURITY CAPITAL
B A N C O R P

300,000 Shares of Common Stock
(No Par Value)

Offered as Set Forth Herein Pursuant to the Corporation's

Omnibus Stock Ownership and Long Term Incentive Plan

Security Capital Bancorp (the "Corporation") is offering up
to 300,000 shares of its common stock, no par value (the "Common
Stock"), in accordance with the terms and conditions of the
Security Capital Bancorp Omnibus Stock Ownership and Long Term
Incentive Plan (the "Omnibus Plan"). Proceeds from the sale of
the Common Stock to participants under the Omnibus Plan will be
added to the general funds of the Corporation and may be used for
general corporate purposes.

Although no arrangement has been made for the resale of any
of the shares covered by this Prospectus, it is anticipated that
such shares may be sold from time to time at the prevailing market
price at the time of sale without the payment of underwriting
commissions or discounts other than brokers' fees normally paid in
connection with normal brokers' transactions. The Corporation
will not receive any proceeds from the resale of such shares by
Omnibus Plan participants. Such resales may be subject to certain
restrictions. See "The Plan -- Restrictions on Transfer or
Resale".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION (THE "COMMISSION") OR ANY
STATE SECURITIES COMMISSION NOR HAS THE SEC OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

The date of this Prospectus is February 21, 1995.

TABLE OF CONTENTS

Page

Available Information . . . . . . . . . . . . . . . . . . 3
Incorporation of Documents by Reference . . . . . . . . . 3
The Corporation . . . . . . . . . . . . . . . . . . . . . 4
The Plan . . . . . . . . . . . . . . . . . . . . . . . .. 5
General Information . . . . . . . . . . . . . . . . 5
Administration . . . . . . . . . . . . . . . . . . . 6
Eligibility and Extent of Participation . . . . . . . 6
Rights That May be Granted . . . . . . . . . . . . . 7
Expiration and Forfeiture of Rights . . . . . . . . . 10
Amendment and Termination . . . . . . . . . . . . . . 12
Restrictions on Transfer or Resale . . . . . . . . . 12
Outstanding Options . . . . . . . . . . . . . . . . . 14
Federal Income Tax Consequences . . . . . . . . . . 15
Annual Report to Shareholders . . . . . . . . . . . . . . . 18

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN
CONJUNCTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE
IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY
OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER AT ANY TIME SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN
NO CHANGE IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF.

AVAILABLE INFORMATION

The Corporation has filed with the COMMISSION a Registration
Statement on Form S-8 under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the Common Stock offered
hereby. As permitted by the rules and regulations of the
COMMISSION, this Prospectus does not contain all the information
set forth in the Registration Statement and the exhibits thereto.
For further information, reference is hereby made to the
Registration Statement, including the exhibits thereto. Any
person to whom a copy of this Prospectus is delivered, upon
written or oral request, may obtain without charge a copy of all
information incorporated by reference in the Registration
Statement (other than exhibits thereto unless such exhibits are
specifically incorporated by reference into the information the
Registration Statement incorporates) by contacting Pressley A.
Ridgill, Chief Financial Officer of the Corporation, at Security
Capital Bancorp, 507 West Innes Street, Post Office Box 1387,
Salisbury, North Carolina 28145-1387, Telephone (704) 855-6127.

The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy statements
and other information with the COMMISSION. The Registration
Statement and all such reports, proxy statements and other
information can be examined and copied at the public reference
facilities of the COMMISSION located at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549 and at the regional offices of
the SEC at 7 World Trade Center, Suite 1300, New York, New York
10048 and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
materials can be obtained by mail from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Corporation's Common Stock is
qualified for quotation on the Nasdaq National Market under the
symbol "SCBC". The statements contained in this Prospectus as to
the contents of any contract or other document filed as an exhibit
to the Registration Statement are, of necessity, brief
descriptions thereof and are not necessarily complete; each such
statement is qualified by reference to such contract or document.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Corporation with the
SEC pursuant to Section 13 of the Exchange Act (SEC File No. 0-
12359) are incorporated herein by reference and made a part
hereof: (a) the Corporation's Quarterly Reports on Form 10-Q for
the quarters ended March 31, 1994, June 30, 1994 and September 30,
1994; (b) the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1993; (c) the Corporation's Current
Reports on Form 8-K dated February 1, 1994, April 13, 1994,
September 28, 1994, November 8, 1994 and December 6, 1994; and (d)
the description of the Common Stock contained in the Corporation's
Current Report on Form 8-K dated July 12, 1983, as amended by its
Form 8-K/A1 dated January 30, 1995.

In addition, all other documents filed by the Corporation
with the COMMISSION pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates
that all securities registered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement
contained herein or any other subsequently filed document which
also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.

The Corporation will promptly provide without charge to each
person to which this Prospectus is delivered, upon written or oral
request, a copy of any or all of the documents incorporated herein
by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such documents).
Requests for such copies should be directed to Pressley A.
Ridgill, Chief Financial Officer, Security Capital Bancorp, 507
West Innes Street, Post Office Box 1387, Salisbury, North Carolina
28145-1387, (Telephone (704) 855-6127).

THE CORPORATION

Security Capital Bancorp is a registered bank holding
company incorporated under the laws of the State of North
Carolina. Its business consists of owning and controlling
Security Capital Bank ("Security Capital Bank"), a North Carolina
chartered commercial bank headquartered in Salisbury, North
Carolina, and three North Carolina state savings banks: Citizens
Savings, Inc., SSB ("Citizens Savings"), headquartered in Concord,
North Carolina; Home Savings Bank, Inc. SSB ("Home Savings"),
headquartered in Kings Mountain, North Carolina; and OMNIBANK,
Inc., A State Savings Bank ("OMNIBANK"), headquartered in
Salisbury, North Carolina. The Corporation also owns one non-
banking subsidiary, Estates Development Corporation, a North
Carolina corporation which formerly engaged in real estate
activities.

The Corporation was incorporated in 1983 in connection with
a corporate reorganization (the "Reorganization") that resulted in
Security Capital Bank becoming a wholly-owned subsidiary of the
Corporation. On June 30, 1992, Omni Capital Group, Inc. ("Omni")
was merged with and into the Corporation. As a result of the
Merger, the Corporation adopted and assumed certain existing
option plans maintained by Omni and certain of its subsidiaries
prior to the Merger (the "Prior Plans"). Although no options
currently are being granted under the Prior Plans, all options
outstanding under the Prior Plans at the time of the Merger to
acquire Omni common stock were converted into options to acquire
the Corporation's Common Stock. See "OUTSTANDING OPTIONS."

The Corporation's principal executive offices are located at
507 West Innes Street, Salisbury, North Carolina 28145. Its
telephone number is (704) 636-3775.

THE PLAN

General Information

The Corporation's directors and shareholders have adopted
and approved the Corporation's Omnibus Stock Ownership and Long
Term Incentive Plan (the "Omnibus Plan") for the purpose of
attracting and retaining in the Corporation's employment persons
of outstanding ability and to provide executive and other key
employees of the Corporation and its subsidiaries greater
incentive to make material contributions to the success of the
Corporation by providing them with stock and/or stock-based
compensation which may increase in value based upon the market
performance of the Common Stock and/or the corporate achievement
of financial and other performance objectives. The Omnibus Plan
is intended to replace the Prior Plans established by Omni and
assumed and adopted by the Corporation in connection with the
Merger. See "THE CORPORATION" herein. The Omnibus Plan is not
subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA") or the qualification requirements
of Section 401(a) of the Internal Revenue Code of 1986, as amended
(the "Code").

The Corporation initially has reserved 300,000 shares of
Common Stock for issuance pursuant to Rights (as defined below)
granted under the Omnibus Plan. In the event the outstanding
shares of the Corporation's Common Stock are increased, decreased,
changed into or exchanged for a different number or kind of
securities as a result of a stock split, reverse stock split,
stock dividend, recapitalization, merger, share exchange
acquisition, or reclassification, appropriate proportionate
adjustments will be made in (i) the aggregate number or kind of
shares which may be issued pursuant to exercise of, or which
underlie, Rights; (ii) the exercise or other purchase price, or
base value, and the number and/or kind of shares acquirable under,
or underlying, Rights; and (iii) rights and matters determined on
a per share basis under the Omnibus Plan. Any such adjustment
will be made by the Personnel and Compensation Committee of the
Corporation's Board of Directors (the "Plan Committee"), subject
to ratification by the full Board of Directors. No such
adjustment will be required by reason of the issuance of Common
Stock, or securities convertible into Common Stock, by the
Corporation for cash or the issuance of shares of Common Stock by
the Corporation in exchange for shares of the capital stock of any
corporation, financial institution or other organization acquired
by the Corporation or a subsidiary thereof in connection
therewith. The total number of shares of Common Stock as to which
Rights may be granted may not exceed 300,000 shares, as such
number of shares may be adjusted from time to time as set forth
above. Any shares of Common Stock allocated to Rights granted
under the Omnibus Plan, which Rights are subsequently cancelled or
forfeited, will be available for further allocation upon such
cancellation or forfeiture.

Additional information regarding the Omnibus Plan and its
administration may be obtained from the Corporation at its
principal offices located at 507 West Innes Street, Salisbury,
North Carolina 28145, telephone number (704) 636-3375.

Administration

The Omnibus Plan is administered by the Plan Committee. The
Plan Committee meets, and will continue to meet, the standards of
Rule 16b-3(c)(2)(i) promulgated by the COMMISSION under the
Exchange Act. No member of the Board will be appointed to the
Plan Committee who is, or within the preceding year has been,
eligible to receive Rights under the Omnibus Plan. The members of
the Plan Committee are appointed by, and serve at the pleasure of,
the Board of Directors, which may fill vacancies, however caused,
on the Plan Committee. Directors of the Corporation are elected
for three-year terms; however, the term of office of a member of
the Plan Committee may exceed three years if such member is
reelected to the Board of Directors and continues to serve or is
reappointed as a member of the Plan Committee. A majority of the
members of the Plan Committee constitute a quorum, and all actions
of the Plan Committee must be taken by not less than a majority of
its members.

Subject to the terms of the Omnibus Plan, the Plan
Committee, in its capacity as administrator of the Omnibus Plan,
has complete authority in its discretion to construe and interpret
the Omnibus Plan, to determine the terms and provisions of Rights
to be granted under the Omnibus Plan, to define the terms used in
the Omnibus Plan and in the Rights granted thereunder, to
prescribe, amend and rescind rules and regulations relating to the
Omnibus Plan, to determine the individuals to whom and the times
at which Rights shall be granted and the number of shares to be
subject to, or to underlie, each Right awarded, and to make all
other determinations necessary or advisable for the administration
of the Omnibus Plan. Each grant of a Right must be evidenced by a
written agreement containing such terms and conditions consistent
with the Omnibus Plan as the Plan Committee may determine.
Notwithstanding the foregoing, or any other provision of the Plan,
the Plan Committee has no authority to grant Rights to any of its
members, whether or not approved by the Board, or to determine any
matters, or exercise any discretion, to the extent that the power
to make such determinations or to exercise such discretion would
cause one or more members of the Plan Committee no longer to be
"disinterested directors" within the meaning of Rule 16b-3.

Subject to the provisions of Rule 16b-3(c)(2)(i), the Plan
Committee may designate any officers or employees of the
Corporation or any subsidiary thereof to assist in the
administration of the Omnibus Plan, to execute documents on behalf
of the Plan Committee and to perform such other ministerial duties
as may be delegated to them by the Plan Committee.

Eligibility and Participation

Full time employees of the Corporation and its subsidiaries
who are within designated job grade classifications under the
Corporation's salary administration plan ("Eligible Employees")
and who are designated as eligible participants by the Plan
Committee may receive awards of Rights

under the Omnibus Plan. Currently, all employees of the Corporation
and its subsidiaries who are full time employees having a job grade
classification of class 20 or higher, and otherwise meeting the
eligibility requirements of the Omnibus Plan, are Eligible Employees.

At present, approximately twelve Eligible Employees,
including Lloyd G. Gurley, the President and Chief Administrative
Officer of the Corporation and a member of the Corporation's Board
of Directors, have been designated as participants under the
Omnibus Plan. Options (as defined below) to acquire a total of
71,000 shares of Common Stock have been granted to these twelve
participants, with 30,000 Options being granted to Mr. Gurley.

Rights That May Be Granted

Under the Omnibus Plan, the Plan Committee may grant
eligible participants options to acquire shares of the
Corporation's Common Stock, awards of rights to receive
"restricted" shares of Common Stock, awards of long term incentive
units (each equivalent in value to one share of Common Stock),
and/or awards of stock appreciation rights (each equivalent to the
cash value of one share of Common Stock). These options and
awards are referred to herein as the "Rights." All Rights must be
granted or awarded on or before April 28, 2004.

Options. Options to acquire Common Stock granted under the
Omnibus Plan ("Options") may be either incentive stock options
("ISOs") or non-qualified options ("NSOs"). The exercise price of
an Option may not be less than 100% of the market price per share
for the Corporation's Common Stock (the "Fair Market Value") on
the date of grant. For so long as the Common Stock is traded
over-the-counter and classified as a national market issue, the
Fair Market Value will be determined on the basis of the last-
transaction price quoted by the National Market System of the
Nasdaq Stock Market, Inc. ("Nasdaq"). In the case of any ISO
granted to a shareholder of the Corporation owning more than ten
(10%) of the total combined voting power of all classes of capital
stock of the Corporation (a "10% Shareholder"), the exercise price
may not be less than one hundred and ten percent (110%) of the
Fair Market Value.

The Omnibus Plan provides that the Plan Committee, in its
discretion, may establish that the exercise price of an Option
will be adjusted, upward or downward, on a quarterly basis, based
on the market value performance of the Common Stock in comparison
with the aggregate market value performance of one or more indices
of publicly-traded financial institutions and financial
institution holding companies deemed by the Plan Committee to be
similar to the Corporation in asset size, capitalization, trading
volumes, etc. ("Index" or "Indices"); provided, however, that
certain provisions of the Code may limit the Plan Committee's
ability to make the exercise price of ISOs adjustable. The Plan
Committee may utilize Indices published by third parties and/or
may construct one or more Indices meeting the above-described
characteristics. All such Indices must include no fewer than 15
companies.

The exercise price of an Option is payable to the
Corporation on the date of purchase either (i) in United States
dollars, in cash or by check, bank draft or money order payable to
the order of

the Corporation, or (ii) in the discretion of the
Plan Committee, by delivery of outstanding shares of Common Stock
owned by the participant with a Fair Market Value as of the date
of delivery equal to the exercise price, or (iii) in the
discretion of the Plan Committee, by a combination of (i) and (ii)
above. Not less than 100 shares of Common Stock may be purchased
at any one time through the exercise of Options unless the number
of shares purchased is the total number purchasable at that time
under all Options granted to the optionee, and no shares of stock
will be delivered until full payment has been made.

The Plan Committee determines the expiration date of each
Option granted, up to a maximum of ten years from the date of
grant. In the Plan Committee's discretion, it may specify the
period or periods of time within which each Option will first
become exercisable, which period or periods may be accelerated or
shortened by the Plan Committee; provided, however, that the
vesting period, if any, for each Option must be at least two
years. Options granted under the Omnibus Plan are also subject to
termination upon Death, Disability, Retirement or Just Cause
Termination (as these terms are defined in the Omnibus Plan). See
"THE PLAN -- Expiration and Forfeiture of Rights."

Restricted Stock. The Plan Committee may award Rights to
acquire shares of Common Stock subject to certain transfer
restrictions ("Restricted Stock") to eligible participants under
the Omnibus Plan for such purchase price per share of Restricted
Stock as the Plan Committee, in its discretion, may determine
appropriate. All shares of Restricted Stock awarded are deemed
"unvested" (i.e., not available for purchase by the recipient of
the award) and may become "vested" (i.e., available for purchase)
as follows: (i) on the first anniversary of the date of the award,
if the award recipient remains an employee of the Corporation or a
subsidiary thereof, 25% of the Restricted Stock shares will be
vested; and (ii) the remaining Restricted Stock will become vested
at the rate of 6.25% of the total Restricted Stock shares awarded
every three months that elapse after the first anniversary of the
date of award. The purchase price for shares of Restricted Stock
purchased under the Omnibus Plan is payable to the Corporation on
the date of purchase in United States dollars in cash or by check,
or such other legal consideration as is approved by the Plan
Committee, in its discretion.

The expiration date of each award of Restricted Stock is
established by the Plan Committee, up to a maximum of ten years
from the date of award. Awards of Restricted Stock are also
subject to termination upon the death, disability, retirement or
termination of employment of the holder of the award. See "THE
PLAN -- Expiration and Forfeiture of Rights."

Incentive Units. Under the Omnibus Plan, the Plan Committee
may grant to eligible participants awards of long term incentive
units, each equivalent in value to one share of the Corporation's
Common Stock, in each of the years 1994 through 2002 ("Incentive
Units"). Except as otherwise provided, Incentive Units so awarded
may be distributed to the award recipient only after the end of a
performance period of two or more years, as determined by the Plan
Committee, beginning with the year in which the awards are
granted.

The percentage of the Incentive Units awarded that are to be
distributed depends on the levels of financial and other
performance achieved by the Corporation during the performance
period. The Plan Committee may adopt one or more performance
categories in addition to, or in substitution for, a performance
category or may eliminate all performance categories other than
financial performance. All performance categories other than
financial performance may not be applied in the aggregate as a
factor of more than one against financial performance.

As soon as practicable after each performance period, the
percentage of Incentive Units awarded that are to be distributed,
based on the levels of performance achieved, are determined and
distributed to the recipients of such awards in the form of a
combination of shares of Common Stock and cash consisting of a
number of shares equal to 60% of the Incentive Units to be
distributed and cash equal in value to the remaining 40% of those
Incentive Units. Incentive Units awarded, but which the
recipients are not entitled to receive, are cancelled. The
Corporation will deduct from any distribution or payment in cash
any federal or state taxes applicable to the compensation income
arising from the distribution, and participants receiving shares
of Common Stock with respect to Incentive Units may be required to
pay to the Corporation the amount of any related income tax
liability, or the number of shares of Common Stock distributed may
be reduced by a number of shares the Fair Market Value of which is
equivalent to the amount of such tax liability. Incentive Units
awarded for any performance period are also subject to
termination, reduction or cancellation upon the death, disability,
retirement or termination of employment of the recipient or upon
demotion to a lower job grade classification prior to the end of
the performance period. See "THE PLAN -- Expiration and
Forfeiture of Rights."

An amount equal to the dividend payable on one share of the
Corporation's Common Stock (a "dividend equivalent credit") will
be determined and credited on each dividend payment date to each
Incentive Unit recipient's account under the Omnibus Plan. Such
amount will then be converted within the account to an additional
number of Incentive Units equal to the number of shares of Common
Stock which could be purchased at the last-transaction price of
the Common Stock on the Nasdaq on the dividend payment date with
the amount credited to the recipient's account.

No dividend equivalent credits or distribution of Incentive
Units will be credited or made if, at the time of crediting or
distribution, (i) the Corporation has not declared and paid a cash
dividend on the Corporation's Common Stock during the then current
quarter, (ii) there exists any default in payment of dividends on
any outstanding shares of capital stock, (iii) the rate of
dividends on the Common Stock is lower than at the time the
Incentive Units to which the dividend equivalent credits pertain
were awarded, (iv) the estimated consolidated net income for the
Corporation for the twelve months preceding the month of crediting
or distribution is less than the sum of dividend equivalent
credits to be credited and the Incentive Units to be distributed,
plus all dividends applicable to such period on an accrual basis,
either paid, declared or accrued at the most recently paid rate,
on all outstanding Common Stock, or (v) such crediting of dividend
equivalent credits or distribution of Incentive Units would result
in default under any agreement by which the Corporation is bound.

If an extraordinary event occurs during a performance period
which significantly alters the basis upon which the performance
levels were established, the Plan Committee may make adjustments
which it deems appropriate in the performance levels. Such events
may include changes in accounting practices, tax, financial
institution laws or regulations or other laws or regulations,
economic changes not in the ordinary course of business cycles, or
compliance with judicial decrees or other legal requirements.

Stock Appreciation Rights. The Omnibus Plan provides that
the Plan Committee may award Rights to receive cash based upon
increases in the market price of Common Stock over the last
transaction price of the Common Stock on the Nasdaq ("base price")
on the date of the award (a "SAR"). The expiration date of a SAR
may be no more than ten years from the date of award.

The Plan Committee, in its discretion, may establish that
the base price of a SAR will be adjusted, upward or downward, on a
quarterly basis, based on the market performance of the
Corporation's Common Stock in comparison with one or more Indices
(as defined in the discussion concerning Options above). Each SAR
awarded by the Plan Committee may be exercisable immediately or
may become vested or such period or periods as the Plan Committee
may establish, which periods may be accelerated or shortened in
the Plan Committee's discretion.

Each SAR awarded will terminate upon the expiration date
established by the Plan Committee or the earlier termination of
the employment of the SAR recipient by reason of Death,
Disability, Retirement or Just Cause Termination. See "THE PLAN -
- - Expiration and Forfeiture of Rights."

Expiration and Forfeiture of Rights

Options. Each Option granted under the Omnibus Plan will
expire on such date as may be determined by the Plan Committee and
stated in the applicable Option Agreement, which expiration date
may not be later than ten years after the date the Option is
granted. In the case of any ISO granted to a 10% Shareholder, the
expiration date may not be later than five years after the date
the Option is granted. To the extent not previously exercised,
each Option granted will terminate upon the expiration date
established by the Plan Committee or upon the earlier of (i) 90
days after the holder of the Option ceases to be an employee of
the Corporation or a subsidiary thereof for any reason other than
the holder's Death, Disability, Retirement or Just Cause
Termination, (ii) twelve months after the holder ceases to be an
employee by reason of Death, Disability or Retirement, and (iii)
immediately upon termination of employment of the participant by
reason of a Just Cause Termination; provided, however, the Plan
Committee may require ISOs to be exercised with 90 days of Death,
Disability or Retirement in order to comply with certain Code
provisions.

Under the provisions of the Omnibus Plan, "Death" is defined
as the date and time of death of an Eligible Employee who has
received Rights as established by the relevant death certificate.
"Disability" is defined as the date on which an Eligible Employee
who has received Rights becomes totally and permanently disabled
as determined (i) by the Corporation's disability insurance
carrier

(if the Eligible Employee is covered by a disability
policy owned by the Corporation) or by the Eligible Employee's
disability insurance carrier (if the Eligible Employee is not
covered by a disability policy owned by the Corporation), (ii)
under federal Social Security laws and regulations, or (iii) by a
physician acceptable to the Company. "Retirement" is defined as
(i) the termination of an Eligible Employee's employment under
conditions that would constitute "normal retirement" or "early
retirement" under any tax qualified retirement plan maintained by
the Corporation or any subsidiary thereof, or (ii) termination of
employment after attaining age 65. "Just Cause Termination" is
defined as any termination of the employment of an Eligible
Employee by the Corporation or one of its subsidiaries in
connection with a good faith determination by the Board of
Directors of the Corporation or subsidiary, as applicable, that
the Eligible Employee has engaged in any acts involving dishonesty
or moral turpitude or in any acts that materially and adversely
affect the business, affairs or reputation of the Corporation or
the subsidiary.

Restricted Stock. Each Right to acquire Restricted Stock
awarded under the Plan will expire on such date as may be
determined by the Plan Committee and stated in the applicable
Restricted Stock Purchase Agreement, which expiration date may not
be later than ten years after the date the grant of the Right to
acquire Restricted Stock is made. To the extent not previously
exercised, each Right to acquire Restricted Stock will terminate
upon the expiration date established by the Plan Committee or upon
the earlier of (i) 90 days after the holder of the Right ceases to
be an employee of the Corporation or a subsidiary for any reason
other than Death, Disability, Retirement or Just Cause
Termination, (ii) twelve months after the holder ceases to be an
employee of the Corporation by reason of Death, Disability or
Retirement, and (iii) immediately upon termination of employment
of the participant by reason of a Just Cause Termination.

Incentive Units. Incentive Units granted to a participant
under the Omnibus Plan will be distributed to the participant only
after the end of a performance period of two or more years, and
only if certain minimum levels of financial performance and other
performance objectives established by the Plan Committee are
achieved during the performance period. If the required minimum
performance objectives are not achieved, the Units awarded will
not be distributed to the participant but, instead, will be
cancelled and forfeited. Units awarded under the Omnibus Plan
will also be immediately forfeited and cancelled in the event a
participant ceases to be an Eligible Employee prior to the end of
any performance period other than by reason of Death, Disability
or Retirement. Units awarded to a participant may also be reduced
or eliminated in the event the participant is demoted to a lower
job grade classification prior to the end of the applicable
performance period. In the case of Death or Disability of a
participant prior to the end of any performance period, the number
of Units awarded for such period will be reduced pro rata based on
the number of months remaining in the performance period. In the
case of Retirement of a participant prior to the end of any
performance period, the number of Units awarded for such period
and not yet distributed will be prorated to the end of the year in
which Retirement occurs.

Stock Appreciation Rights. SARs granted under the Omnibus
Plan will expire on such date as may be determined by the Plan
Committee and stated in the applicable SAR Agreement, which
expiration date may not be later than ten years after the date the
SAR is granted. To the extent not

previously exercised, each SAR will terminate upon the earlier of
(i) 90 days after the SAR recipient ceases to be an employee of the
corporation for any reason other than Death, Disability, Retirement
or a Just Cause Termination; (ii) twelve months after the SAR
recipient ceases to be an employee of the Corporation by reason of
Death, Disability or Retirement, or (iii) immediately upon termination
of employment of the recipient by reason of a Just Cause Termination.

Amendment and Termination

The Omnibus Plan will terminate on April 27, 2004. Under
its provisions, the Omnibus Plan may be amended, suspended or
discontinued by the Board of Directors at any time and from time
to time, subject to the following limitations:

(1) Any action by the Board that would materially increase
the maximum number of shares of Common Stock issuable pursuant to
the Omnibus Plan (other than proportionate adjustments to reflect
any increase, decrease or other change in the shares of Common
Stock outstanding as a result of a stock split, stock dividend,
recapitalization, merger, reclassification, or other similar
transaction), materially increase the benefits accruing to
participating employees or materially modify eligibility
requirements for participation in the Omnibus Plan will require
approval by the shareholders of the Corporation;

(2) No action of the Board may cause Options granted under
the Omnibus Plan that are ISOs not to comply with Section 422 of
the Code unless the Board specifically declares such action to be
made for that purpose; and

(3) Any action by the Board that would alter or impair any
Right previously granted to a participant under the Omnibus Plan
requires the consent of the applicable participant.

Restrictions on Transfer or Resale

The Omnibus Plan contains certain restrictions limiting the
ability of participants to Transfer (defined to include any sale,
assignment, transfer, conveyance, pledge, hypothecation,
encumbrance, loan, gift, attachment or similar transfer, including
transfers as a result of a qualified domestic relations order,
property settlement, bankruptcy or otherwise) shares of Common
Stock or other Rights awarded pursuant to the Omnibus Plan. In
addition, persons deemed to be "affiliates" of the Corporation
within the meaning of the Securities Act are subject to certain
additional restrictions limiting resale of shares of Common Stock
acquired by such affiliates under the Omnibus Plan.

The following is a brief summary of the various restrictions
on Transfer of the Rights acquired under the Omnibus Plan and the
shares of Common Stock issued pursuant thereto. Such summary does
not purport to be comprehensive or definitive, and is qualified in
its entirety by reference to the Omnibus Plan, a copy of which is
filed as an exhibit to the Registration Statement.

Options. Options granted pursuant to the Omnibus Plan may
not be Transferred except by will or the laws of descent and
distribution. During the lifetime of the optionee to whom Options
are granted under the Omnibus Plan, the Options may be exercised
only by such optionee.

Restricted Stock. Rights to acquire Restricted Stock may
not be Transferred under any circumstance. Shares of Restricted
Stock acquired under the Omnibus Plan may be Transferred only in
accordance with the applicable restrictions described under
"Common Stock" below.

Incentive Units. Incentive Units granted under the Omnibus
Plan may not be Transferred by a recipient other than distribution
to the recipient's estate or to certain designated beneficiaries
in the case of death of the recipient. During the lifetime of the
recipient, cash and stock distributed with respect to Incentive
Units may be received only by the recipient to whom such Incentive
Units were awarded.

Stock Appreciation Rights. SARs granted under the Omnibus
Plan may not be Transferred by a recipient other than distribution
to the recipient's estate or to certain designated beneficiaries
in the case of death of the recipient. During the lifetime of a
recipient, SARs may be exercised only by the recipient to whom
they were granted.

Common Stock. The Omnibus Plan is intended to encourage
ownership of Common Stock and related rights by certain designated
employees of the Corporation and the Corporation hopes such
employees who acquire Common Stock under the Omnibus Plan will
retain such Common Stock for investment. An employee who is not
an "affiliate" of the Company may, however, sell shares of Common
Stock that is not Restricted Stock at any time, and may sell
shares of Restricted Stock at any time after such shares become
vested pursuant to the terms of the Omnibus Plan, subject to the
following limitations:

(1) No shares of Common Stock obtained pursuant to an
Option may be transferred to sold until at least six (6)
months and one (1) day shall have elapsed since the date
such Option was granted.

(2) Any Transfer of Restricted Stock that would
otherwise be permitted under the terms of the Omnibus Plan
is prohibited unless the transferee executes such documents
as the Corporation may reasonably require to ensure the
Corporation's rights under the applicable Restricted Stock
Purchase Agreement and the Omnibus Plan are adequately
protected which may include, without limitation, an
agreement by the transferee to be bound by all applicable
terms of the Omnibus Plan and of the applicable Restricted
Stock Purchase Agreement.

(3) To the extent requested by the Corporation and
any underwriter of securities of the Corporation in
connection with a firm commitment underwriting, no
participant holding shares of Restricted Stock may Transfer
any such shares not included in the underwriting (or not
previously registered under the Securities Act) during the
120 day period following the

effective date of the registration statement filed with
the SEC under the Securities Act in connection with such
offering.

(4) Shares of Common Stock distributed with respect
to Incentive Units shall be subject to such restrictions and
conditions on disposition as counsel to the Corporation
shall determine to be desirable or necessary under
applicable law.

This Prospectus will not be available for reoffers or
resales of shares of Common Stock acquired by persons deemed to be
"affiliates" of the Corporation within the meaning of the
Securities Act. Such "affiliates" may accomplish reoffers or
resales of such shares of Common Stock pursuant to (i) another
appropriate prospectus contained in an effective registration
statement under the Securities Act, (ii) an appropriate exemption
under the Securities Act or (iii) Rule 144 of the General Rules
and Regulations promulgated under the Securities Act.
Acquisitions of shares of Common Stock and dispositions of shares
of Common Stock by certain officers or any director of the
Corporation within any six-month period may give rise to the right
of the Corporation to recapture any profit from such transaction
pursuant to Section 16(b) of the Exchange Act.

Outstanding Options

Options for an aggregate of 314,055 shares of Common Stock
are outstanding under the Prior Plans as follows: 34,156 shares
at an exercise price of $3.56 per share expiring on March 17,
1998; 16,875 shares at an exercise price of $4.08 per share
expiring on April 1, 1999; 8,437 shares at an exercise price of
$4.37 per share expiring on February 1, 1999; 54,000 shares at an
exercise price of $4.22 per share expiring on October 23, 2000;
7,875 shares at an exercise price of $5.78 per share expiring on
February 12, 2000; 97,875 shares at an exercise price of $6.67 per
share expiring on July 18, 2001; 87,750 shares at an exercise
price of $7.11 per share expiring on August 1, 1999; and 7,087
shares at an exercise price of $7.67 per share expiring on October
22, 1996. The options outstanding under the Prior Plans may be
exercised, in whole or in part, at any time and from time to time,
prior to the indicated expiration dates, subject to the terms of
the applicable plan.

Options for an aggregate of 71,000 shares of Common Stock
are outstanding under the Omnibus Plan as follows: 67,000 shares
at an exercise price of $13.625 per share expiring on January 27,
2004 and 4,000 shares at an exercise price of $15.375 per share
expiring on October 20, 2004. Subject to the terms and conditions
set forth in the Omnibus Plan and the applicable Option
Agreements, the Options expiring on April 28, 2004 may be
exercised in four equal annual installments beginning on April 28,
1996 and ending April 28, 1999, and all such Options must be
exercised, if at all, on or before January 27, 2004; and the
Options expiring on October 20, 2004 may be exercised in four
equal annual installments beginning on October 21, 1995 and ending
October 21, 1998, and all such Options must be exercised, if at
all, on or before October 20, 2004.

Federal Income Tax Consequences

THE FOLLOWING IS A SUMMARY OF THE FEDERAL INCOME TAX
CONSEQUENCES OF THE RECEIPT AND EXERCISE OF RIGHTS GRANTED
PURSUANT TO THE OMNIBUS PLAN IN ACCORDANCE WITH PRESENT FEDERAL
TAX LAWS AND REGULATIONS IN EFFECT AS OF THE DATE HEREOF. IT DOES
NOT INCLUDE CONSEQUENCES OF STATE, LOCAL OR OTHER TAX LAW, NOR
DOES IT ADDRESS SPECIAL CONSEQUENCES TO PARTICIPANTS UNDER THE
OMNIBUS PLAN HAVING SPECIAL SITUATIONS, INCLUDING WITHOUT
LIMITATION THE APPLICABILITY OF THE ALTERNATIVE MINIMUM TAX.
ACCORDINGLY, EACH PARTICIPANT IS ENCOURAGED TO CONSULT HIS OR HER
TAX ADVISOR WITH RESPECT TO OTHER TAX CONSEQUENCES OF THE RECEIPT
AND EXERCISE OF RIGHTS UNDER THE OMNIBUS PLAN.

Based on the present provisions of the Code, and regulations
promulgated thereunder (the "Treasury Regulations"), the federal
income tax consequences of Rights awarded under the Omnibus Plan
and the subsequent disposition of Common Stock acquired thereby
will be as summarized below. The Omnibus Plan is not subject to
the qualification requirements of Section 401(a) of the Code.

NSOs and Restricted Stock. Under present Treasury
Regulations holding that an option does not have a readily
ascertainable fair market value for purposes of Section 83 of the
Code unless it is freely transferable, immediately exercisable in
full, and meets certain other conditions, the holder of an NSO
will not realize taxable income at the time the NSO is granted.

In general, an employee exercising an NSO will recognize
compensation income under Code Section 83 equal to the amount by
which the fair market value of the Common Stock received on the
date of exercise exceeds the sum of the exercise price and any
amount paid for the NSO. If the employee elects to pay the NSO
exercise price in whole or in part with Common Stock, the employee
generally will not recognize any gain or loss on the Common Stock
surrendered in payment of the exercise price.

The Corporation generally will not recognize any income or
be entitled to claim any deduction upon the grant of an NSO. At
the time the employee is required to recognize compensation income
upon the exercise of the NSO, the Corporation generally will be
entitled to claim a deduction in an amount equal to such
compensation income.

The Corporation expects that awards of Restricted Stock
generally will be treated for federal income tax purposes in a
manner similar to NSOs, since the employee is in effect being
given an option to acquire Common Stock in exchange for payment of
a purchase price.

ISOs. The holder of an ISO generally is not taxed on either
the grant or exercise of an ISO for regular federal income tax
purposes. However, the employee generally must include in his or

her federal alternative minimum tax income any excess (the
"Bargain Element") of the acquired Common Stock's fair market
value at time of exercise over the exercise price paid by the
employee. Furthermore, if the employee sells, exchanges, gifts or
otherwise disposes of (other than in certain types of
transactions) such stock either within two years after the ISO was
granted or within one year after the ISO was exercised (an "Early
Disposition"), the employee generally must recognize the Bargain
Element as compensation income for regular federal income tax
purposes. Any gain realized on the disposition in excess of the
Bargain Element is subject to recognition under the usual rules
applying in dispositions of property. If a taxable sale or
exchange is made after such holding periods are satisfied, the
difference between the exercise price and the amount realized upon
disposition of the Common Stock typically will constitute taxable
long-term capital gain or loss.

If an employee exercises an ISO and delivers shares of
Common Stock as payment for part or all of the exercise price of
the stock purchased ("Payment Stock"), no gain or loss generally
will be recognized with respect to the Payment Stock; provided,
however, if the Payment Stock was acquired pursuant to the
exercise of an ISO, the employee will be required to recognize as
compensation income the Bargain Element on the Payment Stock as an
Early Disposition if the exchange for the new shares occurs during
either of the holding periods for the Payment Stock.

The Corporation generally will not recognize gain or loss or
be entitled to a deduction upon either the grant or the employee's
exercise of an ISO. However, if there is an Early Disposition,
the Corporation generally will be entitled to deduct the Bargain
Element as compensation paid the employee.

Units. The Corporation expects that employees generally
will not be taxed on the award of Units. Instead, any cash and
the then fair market value of any Common Stock received by the
employee upon the distribution of a Unit generally will be taxable
to the employee as compensation income upon such distribution. At
that time, the Corporation generally will be entitled to claim a
deduction in an amount equal to the compensation income.

SARs. The Corporation expects that employees generally will
not be taxed on the award (or if the SAR is not immediately
exercisable, the vesting) of a SAR, but instead will be taxed on
the cash received on exercise of the SAR as compensation income.
At that time, the Corporation generally will be entitled to claim
a deduction in an amount equal to the compensation income.

Postponement of Taxation in Certain Cases. As discussed
above, upon receipt of Common Stock pursuant to the exercise of an
NSO, the purchase of Restricted Stock, or the distribution of a
Unit, an employee generally must recognize as compensation income
the amount, if any, by which the then fair market value of the
Common Stock thereby received exceeds any amount paid by the
employee for the Common Stock (plus, in the case of an NSO, any
amount paid for the grant of an NSO).

If the Common Stock received, however, is subject to a
substantial risk of forfeiture to which any transferee of the
Common Stock from the employee would be subject, taxation on the
Common
16

Stock (including the valuation of the Common Stock used to
measure the taxation) generally will be deferred until the risk
lapses or a transferee may take free of the risk, unless the
employee elects under Section 83(b) of the Code not to defer
taxation.

In general, a substantial risk of forfeiture will exist if
the employee's rights in the Common Stock are conditioned upon his
future performance of substantial services. In addition, if a
sale of the Common Stock received would subject the employee to
potential liability under Section 16(b) of the 1934 Act, then the
employee is deemed subject to a substantial risk of forfeiture to
which any transferee would take subject. Section 16(b) generally
provides that a director, officer, or more than 10% owner of a
corporation's stock, may be required to disgorge any profit deemed
made whenever he or she engages in both a purchase transaction and
a sale transaction in any six-month period. As applied for
federal income tax purposes, this generally will mean that
taxation of Common Stock received by an employee who is also a
director, executive officer, or 10% shareholder of the Corporation
would be deferred for six months after receipt of the Common
Stock, unless the employee elects under Code Section 83(b) not to
defer taxation.

If an employee's taxation is deferred by the presence of a
substantial risk of forfeiture, the Corporation's deduction
generally will also be deferred.

Limitations on Corporation Deduction. The ability of the
Corporation to deduct stock-based compensation payable under the
Omnibus Plan and/or other compensation generally will be
potentially subject to various limitations, including (i) in the
case of property other than cash, the Corporation's timely
withholding of federal income taxes on the compensation, (ii) the
limitations under Code Section 162 that the compensation be
reasonable in amount, (iii) the new $1,000,000 annual limit in
Code Section 162(m) on the amount of compensation that may be
deducted by publicly-held corporations in the case of certain
employees, and (iv) the Code Section 280G limitations on deducting
compensation that is contingent upon a change in control or the
sale of a substantial portion of corporate assets.

To the extent the compensation received by the employee is
attributable to services provided to one of the Corporation's
subsidiaries as distinguished from the Corporation itself, the
subsidiary, not the Corporation, will be entitled to claim any
deduction. If the property received by the employee is Common
Stock, the Corporation believes that it is likely that the
subsidiary will not be required to recognize any income on such
Common Stock.

The foregoing is only a brief summary of certain United
States federal income tax consequences of the Omnibus Plan.
Participants should consult their own tax advisors with respect to
other tax consequences of the receipt and exercise of Rights under
the Omnibus Plan.

ANNUAL REPORT TO SHAREHOLDERS

The Corporation will furnish a copy of its latest Annual
Report to Shareholders to each person to whom the Corporation
sends or gives a copy of this Prospectus, unless such person
otherwise previously has received a copy of such Annual Report, in
which case the Corporation will promptly furnish without charge an
additional copy thereof at such person's written or oral request.

Part II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Brooks, Pierce, McLendon, Humphrey & Leonard, L.L.P.,
Greensboro, North Carolina, serves as legal counsel to the
Corporation and has rendered opinions in connection with the
offering of the Common Stock pursuant to this Registration
Statement. Robert A. Singer, a partner in such firm, beneficially
owns or has sole or shared voting and/or investment power with
regard to 11,228 shares, and other members of the firm
beneficially own a total of 200 shares, of the Corporation's
Common Stock.

Item 6. Indemnification of Directors and Officers.

The Corporation's Restated Articles of Incorporation provide
that to the fullest extent permitted by the North Carolina
Business Corporation Act, Chapter 55 of the North Carolina General
Statutes, as amended (the "NCBCA"), no person who serves as a
director shall be personally liable to the Corporation or any of
its stockholders or otherwise for monetary damages for breach of
any duty as director. The Corporation's Bylaws state that, in
addition to all indemnification rights otherwise provided by law,
the Corporation shall indemnify its directors and those officers
of the Corporation who are also directors of the Corporation or
who are designated by the Board of Directors from time to time as
indemnified officers ("Indemnified Officers") against all
liabilities and obligations with respect to any judgment,
settlement, penalty or fine, and any legal, accounting, expert and
investigation fees and expenses, incurred in connection with any
action, suit or proceeding (including any action, suit or
proceeding brought by or on behalf of the Corporation) arising out
of their status as directors or officers, or their service at the
Corporation's request as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise or their
activities in any such capacity, other than liabilities,
obligations or expenses incurred on account of activities of such
person which at the time taken were known or believed by him or
her to be clearly in conflict with the best interests of the
Corporation. Directors and Indemnified Officers are also entitled
to indemnify for costs, expenses and attorneys' fees incurred in
connection with the enforcement of their rights to
indemnification. The Bylaws further authorize the Board of
Directors to adopt resolutions that may supplement, amplify or go
beyond the indemnification provisions set forth in the Bylaws so
long as such resolutions do not violate any provision of the
Corporation's Restated Articles of Incorporation or the NCBCA.

II-1

Sections 55-8-50 through 55-8-58 of the NCBCA contain
provisions prescribing the extent to which directors and officers
shall or may be indemnified. Section 55-8-51 of the NCBCA permits
a corporation, with certain exceptions, to indemnify a present or
former director against liability if (i) the director conducted
himself in good faith, (ii) the director reasonably believed (x)
that the director's conduct in the director's official capacity
with the corporation was in its best interest and (y) in all other
cases the director's conduct was at least not opposed to the
corporation's best interest, and (iii) in the case of any criminal
proceeding, the director had no reasonable cause to believe the
director's conduct was unlawful. A corporation may not indemnify
a director in connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to the
corporation or in connection with a proceeding charging improper
personal benefit to the director. The above standard of conduct
is determined by the board of directors or a committee of
disinterested directors designated by the board, by special legal
counsel or by the shareholders of the corporation, as prescribed
in Section 55-8-55.

Sections 55-8-52 and 55-8-26 of the NCBCA require a
corporation to indemnify a director or officer against reasonable
expenses incurred in the defense of any proceeding to which the
director or officer was a party because such person is or was a
director or officer of the corporation when the director or
officer is wholly successful in his or her defense, unless the
articles of incorporation provide otherwise. Upon application,
the court may order indemnification of the director or officer if
the director or officer is adjudged fairly and reasonably entitled
to such indemnification under Section 55-8-54.

In addition to the indemnification provided for by statute,
Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in
its articles of incorporation or bylaws or by contract or
resolution, against liability in various proceedings and to
purchase and maintain insurance policies on behalf of these
individuals.

THE FOREGOING IS ONLY A GENERAL SUMMARY OF CERTAIN ASPECTS
OF NORTH CAROLINA LAW DEALING WITH INDEMNIFICATION OF DIRECTORS
AND OFFICERS AND DOES NOT PURPORT TO BE COMPLETE. IT IS QUALIFIED
IN ITS ENTIRELY BY REFERENCE TO THE RELEVANT STATUTES, WHICH
CONTAIN DETAILED SPECIFIC PROVISIONS REGARDING THE CIRCUMSTANCES
UNDER WHICH AND THE PERSONS FOR WHOSE BENEFIT INDEMNIFICATIONS
SHALL OR MAY BE MADE.

Item 7. Exemption from Registration Claimed.

Not applicable.

II-2

Item 8. Exhibits

The following exhibits are filed with or incorporated by
reference in this Registration
Statement:

Exhibit No. Description Reference

4.1 The Corporation's Restated Articles Incorporated by
of Incorporation and Bylaws reference
(incorporated by reference to
Exhibits 3(a) and 3(b) of the
Corporation's Form 10-K for the year
ended December 31, 1992 filed under
the Securities Exchange Act of 1934,
as amended

4.2 Specimen certificate for the Incorporated by
Corporation's Common Stock, no par reference
value (incorporated by reference to
Exhibit 4 of the Corporation's Form
10-K for the year ended December 31,
1992 filed under the Securities
Exchange Act of 1934, as amended

4.3 Security Capital Bancorp Omnibus Filed herewith
Stock Ownership and Long Term
Incentive Plan

5 Opinion of Brooks, Pierce, McLendon, Filed herewith
Humphrey & Leonard, L.L.P. as to
legality of securities being
registered

23 Consent of Brooks, Pierce, McLendon, Filed herewith
Humphrey & Leonard, L.L.P. (included
in Exhibit 5)
24 Powers of Attorney Filed herewith

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) (a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:

(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;

II-3

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the Registration Statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the Registration
Statement or any material change to such
information in the Registration Statement;

provided, however, that paragraphs (1)(i) and (1)(ii) above
do not apply if the Registration Statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Corporation pursuant to
Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

(b) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(c) To remove from registration by means of a post-
effective amendment any of the securities being registered
that remain unsold at the termination of the offering.

(2) That, for purposes of determining any liability under
the Securities Act, each filing of the Corporation's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.

(3) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers,
and controlling persons of the Corporation pursuant to the
provisions discussed in Item 6 thereof, or otherwise, the
Corporation has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Corporation of expenses incurred or paid
by a director, officer or controlling person of the Corporation in
the successful defense of any action, suit, or proceeding) is
asserted by such director, officer, or controlling person in
connection with the securities being registered hereby, the
Corporation will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification

II-4

by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.

II-5

SIGNATURES

The Registrant. Pursuant to the requirements of the
Securities Act of 1933, the Registrant certifies that it has
reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Salisbury,
State of North Carolina, on the 21st day of February, 1995.

SECURITY CAPITAL BANCORP

By:

David B. Jordan, Vice-Chairman and
Chief Executive Officer

II-6

Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.

Signature Title Date

Chief Executive Officer February 21, 1995
David B. Jordan and Vice-Chairman of
the Board (Principal
Executive Officer)

Senior Vice President, February 21, 1995
Pressley A. Ridgill Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)

John M. Barnhardt )
Ralph A. Barnhardt )
Edward A. Brown )
Henry B. Gaye )
Dan L. Gray )
Lloyd G. Gurley )
William C. Kluttz, Jr. )
Ervin E. Lampert, Jr. )
William G. Loeblein )
F. Taft McCoy, Jr. ) Directors February 21, 1995
Harold Mowery )
J. G. Rutledge, III )
Carl M. Short, Jr. )
Miles F. Smith, Jr. )
W. Erwin Spainhour )
Fred J. Stanback, Jr. )
Jimmy K. Stegall )
Thomas A. Tate, Sr. )
F. William Wagoner )
James L. Williamson )

By:
Pressley A. Ridgill, Attorney-in-Fact

II-7

EXHIBIT INDEX

Sequentially
Exhibit No. Description Numbered Page

4.1 The Corporation's Restated Articles of
Incorporation and Bylaws (incorporated by reference
to Exhibit 3(a) and 3(b) of the Corporation's
Registration Statement on Form 10-K for the year
ended December 31, 1992 filed under the
Securities Exchange Act of 1934, as amended)

4.2 Specimen certificate for the Corporation's Common
Stock, no par value (incorporated by reference to
Exhibit 4 of the Corporation's Form 10-K for the year
ended December 31, 1992 filed under the Securities
Exchange Act of 1934, as amended)

4.3 Security Capital Bancorp Omnibus Stock Ownership
and Long Term Incentive Plan

5 Opinion of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. as to legality of securities
being registered

23 Consent of Brooks, Pierce, McLendon, Humphrey
& Leonard, L.L.P. (included in Exhibit 5)

24 Powers of Attorney

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APPENDIX

Security Capital Bancorp logo appears on Prospectus Cover.