SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

YARBER B GRANT

(Last)

(First)

(Middle)

P.O. BOX 18949

(Street)

RALEIGH

27619-8949

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CAPITAL BANK CORP [ CBKN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								500	D⁽³⁾
Common Stock	03/28/2005	03/28/2005	P		2,000	A	$16.87	2,606⁽⁵⁾	D
Common Stock								475⁽⁴⁾	I	By Company 401K Plan
Common Stock								2,470	I	By IRA

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$15.27							09/15/2003	09/15/2013	Common Stock	10,000⁽¹⁾		10,000⁽¹⁾	D
Stock Option (Right to Buy)	$15.8							12/12/2003	12/12/2013	Common Stock	10,000⁽²⁾		10,000⁽²⁾	D
Stock Option (Right to Buy)	$18.18							12/16/2004	12/16/2014	Common Stock	10,000⁽⁶⁾		10,000	D

Explanation of Responses:

1. 20% exercisable on 7/14/2004; 40% exercisable on 7/14/2005; 60% exercisable on 7/14/2006; 80% exercisable on 7/14/2007; 100% exercisable on 7/14/2008.

2. 20% exercisable on 12/12/2004; 40% exercisable on 12/12/2005; 60% exercisable on 12/12/2006; 80% exercisable on 12/12/2007; 100% exercisable on 12/12/2008.

3. Owned jointly with spouse.

4. Updates 100% vested number of shares in the reporting person's Capital Bank Corporation 401(k) Retirement Plan as of March 18, 2005.

5. Updates amount of securities beneficially owned to include shares of common stock acquired through reinvestment of quarterly dividend on January 18, 2005.

6. 34% exercisable on 12/16/05; 67% exercisable on 12/16/06; 100% exercisable on 12/16/07.

	Steven E. Crouse, by power of attorney	03/29/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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