As filed with the Securities and Exchange Commission on April 29, 1996

Registration No. 333-____

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

UNITED CAROLINA
BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)

NORTH CAROLINA 56-0954530
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

POST OFFICE BOX 682
127 WEST WEBSTER STREET
WHITEVILLE, NORTH CAROLINA 28472
(Address of principal executive offices, including Zip Code)

EMPLOYEE'S STOCK OPTION PLAN
(Full title of the plan)

HOWARD V. HUDSON, JR., ESQ.
UNITED CAROLINA BANCSHARES CORPORATION
POST OFFICE BOX 632
127 WEST WEBSTER STREET
WHITEVILLE, NORTH CAROLINA 28472
(910) 642-5131
(Name, address and telephone number, including area code, of agent for service)

COPY TO:
WILLIAM R. LATHAN, JR., ESQ.
WARD AND SMITH, P.A.
1001 COLLEGE COURT
POST OFFICE BOX 867
NEW BERN, NORTH CAROLINA 28560
(919) 633-1000

CALCULATION OF REGISTRATION FEE

PROPOSED PROPOSED
MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED (1) PER SHARE (2) OFFERING PRICE (2) FEE (2)

Common Stock,
$4.00 par value 103,750 $9.2213763 $956,718 $330

(1) This Registration Statement registers securities offered pursuant to terms
which provide for an adjustment in the number of securities being offered
to prevent dilution resulting from stock splits, stock dividends or similar
transactions and will be deemed to cover the additional securities offered
or issued in connection with any such provision.

(2) Pursuant to Rule 457(h)(1), the registration fee has been calculated on the
basis of the weighted average price per share at which shares could be
purchased upon the exercise of options granted under the plan.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents filed by Registrant with the Securities and Exchange
Commission (the "Commission") under the Securities Exchange Act of 1934 (the
"Exchange Act") are incorporated herein by reference:

(I) Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995;

(II) Registrant's Current Reports on Form 8-K dated
January 25, 1996 and April 16, 1996;

(III) Description of Registrant's common stock contained in its
Registration Statement on Form 10, as amended by Registrant's subsequent reports
filed under the Exchange Act.

All documents subsequently filed with the Commission by Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing
of a post-effective amendment which indicates that all securities being offered
have been sold or which deregisters all securities then remaining unsold shall
be deemed to be incorporated herein by reference and to be a part hereof from
the dates of filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

Ward and Smith, P.A., New Bern, North Carolina has rendered an opinion as to
certain legal matters regarding the shares of Registrant's common stock to which
this Registration Statement relates. Certain members of that firm beneficially
own an aggregate of approximately 9,180 shares of Registrant's common stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The North Carolina Business Corporation Act (the "NCBCA") provides for
indemnification by a corporation of its officers, directors, employees and
agents, and any person who is or was serving at the corporation's request as a
director, officer, employee or agent of another entity or enterprise or as a
trustee or administrator under an employee benefit plan, against liability and
expenses, including reasonable attorney's fees, in any proceeding (including
without limitation a proceeding brought by or on behalf of the corporation
itself) arising out of their status as such or their activities in any of the
foregoing capacities.

PERMISSIBLE INDEMNIFICATION. Under the NCBCA, a corporation may, but is not
required to, indemnify or agree to indemnify any such person against liability
and expenses incurred in any such proceeding, provided such person conducted
himself or herself in good faith and (I) in the case of conduct in his or her
official corporate capacity,

reasonably believed that his or her conduct was in the corporation's best
interests, and (II) in all other cases, reasonably believed that his or her
conduct was at least not opposed to the corporation's best interests; and, in
the case of a criminal proceeding, where he or she had no reasonable cause to
believe his or her conduct was unlawful. However, a corporation may not
indemnify such person either in connection with a proceeding by or in the right
of the corporation in which such person was adjudged liable to the corporation,
or in connection with any other proceeding charging improper personal benefit to
such person (whether or not involving action in an official capacity) in which
such person was adjudged liable on the basis that personal benefit was
improperly received.

MANDATORY INDEMNIFICATION. Unless limited by the corporation's charter, the
NCBCA requires a corporation to indemnify a director or officer of the
corporation who is wholly successful, on the merits or otherwise, in the defense
of any proceeding to which such person was a party because he or she is or was a
director or officer of the corporation against reasonable expenses incurred in
connection with the proceeding.

ADVANCE FOR EXPENSES. Expenses incurred by a director, officer, employee or
agent of the corporation in defending a proceeding may be paid by the
corporation in advance of the final disposition of the proceeding as authorized
by the board of directors in the specific case, or as authorized by the charter
or bylaws or by any applicable resolution or contract, upon receipt of an
undertaking by or on behalf of such person to repay amounts advanced unless it
ultimately is determined that such person is entitled to be indemnified by the
corporation against such expenses.

COURT-ORDERED INDEMNIFICATION. Unless otherwise provided in the corporation's
charter, a director or officer of the corporation who is a party to a proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the
court, after giving any notice the court deems necessary, may order
indemnification if it determines either (I) that the director or officer is
entitled to mandatory indemnification as described above, in which case the
court also will order the corporation to pay the reasonable expenses incurred to
obtain the court-ordered indemnification, or (II) that the director or officer
is fairly and reasonably entitled to indemnification in view of all the relevant
circumstances, whether or not such person met the requisite standard of conduct
or was adjudged liable to the corporation in connection with a proceeding by or
in the right of the corporation or on the basis that personal benefit was
improperly received in connection with any other proceeding so charging (but if
adjudged so liable, indemnification is limited to reasonable expenses incurred).

VOLUNTARY INDEMNIFICATION. In addition to and separate and apart from
"permissible" and "mandatory" indemnification described above, a corporation
may, by charter, bylaw, contract or resolution, "indemnify or agree to
indemnify any one or more of its officers, directors, employees and agents
against liability and expenses in any proceeding (including without limitation a
proceeding brought by or

on behalf of the corporation itself) arising out of their status as such or
their activities in any of the foregoing capacities. However, the corporation
may not indemnify or agree to indemnify a person against liability or expenses
he may incur on account of activities which were at the time taken known or
believed by such person to be clearly in conflict with the best interests of the
corporation. Any provision in a corporation's charter or bylaws or in a contract
or resolution may include provisions for recovery from the corporation of
reasonable costs, expenses and attorneys' fees in connection with the
enforcement of rights to indemnification granted therein and may further include
provisions establishing reasonable procedures for determining and enforcing such
rights.

PARTIES ENTITLED TO INDEMNIFICATION. The NCBCA defines "director" to include
ex-directors and the estate or personal representative of a director. Unless its
charter provides otherwise, a corporation may indemnify and advance expenses to
an officer, employee or agent of the corporation to the same extent as to a
director and also may indemnify and advance expenses to an officer, employee or
agent who is not a director to the extent, consistent with public policy, as may
be provided in its charter or bylaws, by general or specific action of its board
of directors, or by contract.

INDEMNIFICATION BY REGISTRANT. Subject to such restrictions as are provided
by federal securities law, Registrant's Bylaws provide for indemnification of
its directors and officers to the fullest extent permitted by law and require
its Board of Directors to take all actions necessary and appropriate to
authorize such indemnification. In addition, Registrant currently maintains
directors' and officers' liability insurance.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8. EXHIBITS

The following exhibits are filed herewith or incorporated herein by reference
as part of this Registration Statement:

4 Specimen of Registrant's Common Stock certificate (incorporated by
reference from Registrant's 1988 Annual Report on Form 10-K).

5 Opinion of Ward and Smith, P.A. as to the legality of the securities being registered (filed herewith).

23(A) Consent of KPMG Peat Marwick LLP to incorporation by reference of
its report on Registrant's financial statements (filed herewith).

23(B) Consent of Ward and Smith, P.A. (contained in its opinion filed herewith as Exhibit 5).

99 Copy of Employee's Stock Option Plan.

ITEM 9. UNDERTAKINGS

(A) RULE 415 OFFERING. The undersigned Registrant hereby undertakes:

(1) 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
of 1933;

(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 (a)(1)(i) and
(a)(1)(ii) do not apply if the information required
to be included in a post-effective amendment by
those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the
Registration Statement.

(2) That, for purposes of determining any liability
under the Securities Act of 1933, 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.

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

(B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 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.

(H) REQUEST FOR ACCELERATION OF EFFECTIVENESS OR FILING OF REGISTRATION
STATEMENT ON FORM S-8

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant 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, the Registrant
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 by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.

SIGNATURES

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 Whiteville, State of North Carolina, on April 23,
1996.

UNITED CAROLINA BANCSHARES CORPORATION
(Registrant)

BY:S/ Kenneth L. Miller
Kenneth L. Miller
President

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

S/ E. Rhone Sasser Chief Executive April 23, 1996
E. Rhone Sasser Officer (principal
executive officer)
and Director

S/ Ronald C. Monger Executive Vice April 23, 1996
Ronald C. Monger President and Chief
Financial Officer
(principal financial
officer)

S/ John F. Watson Controller (principal April 23, 1996
John F. Watson accounting officer)

S/ J. W. Adams Director April 23, 1996
J. W. Adams

S/ John V. Andrews Director April 23, 1996
John V. Andrews

S/ Russell M. Carter Director April 23, 1996
Russell M. Carter

S/ W. E. Carter Director April 23, 1996
W. E. Carter

S/ Alfred E. Cleveland Director April 23, 1996
Alfred E. Cleveland

S/ James L. Cresimore Director April 23, 1996
James L. Cresimore

S/ Thomas P. Dillon Director April 23, 1996
Thomas P. Dillon

S/ C. Frank Griffin Director April 23, 1996
C. Frank Griffin

S/ James C. High Director April 23, 1996
James C. High

S/ Jack E. Shaw Director April 23, 1996
Jack E. Shaw

S/ Harold B. Wells Director April 23, 1996
Harold B. Wells

S/ Charles M. Winston Director April 23, 1996
Charles M. Winston

EXHIBIT INDEX

EXHIBIT SEQUENTIAL
NUMBER DESCRIPTION PAGE NUMBER

4 Specimen of Registrant's Common Stock
certificate (incorporated herein by
reference from Exhibit IV to Registrant's
1988 Annual Report on Form 10-K).

5 Opinion of Ward and Smith, P.A. as to
the legality of the securities being
registered (filed herewith).

23(a) Consent of KPMG Peat Marwick LLP to
incorporation by reference of its
report on Registrant's financial
statements (filed herewith).

23(b) Consent of Ward and Smith, P.A.
(included in its opinion filed
herewith as Exhibit 5).

99 Copy of Employee's Stock Option Plan.