SECURITIES AND EXCHANGE COMMISSION
                               Washington DC 20549

                                 Amendment No. 2
                                       to
                                 SCHEDULE 13E-3

                        Rule 13e-3 Transaction Statement
       (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

                                   QCB BANCORP
                              (Name of the Issuer)

                                FIRST BANKS, INC.
                                CCB BANCORP, INC.
                      (Name of Person(s) Filing Statement)

                           Common Stock, no par value
                         (Title of Class of Securities)

                                     (None)
                      (CUSIP Number of Class of Securities)

            Allen H. Blake                         Thomas C. Erb, Esq.
        Senior Vice President                 Lewis, Rice & Fingersh, L.C.
          First Banks, Inc.                  500 North Broadway, Suite 2000
        11909 Olive Boulevard                   St. Louis, Missouri 63102
      St. Louis, Missouri 63141                      (314) 444-7600
            (314) 995-5700
       (Name, Address and Telephone Number of Person Authorized to Receive
       Notices and Communications on Behalf of Person(s) Filing Statement)

  This statement is filed in connection with (check the appropriate box):
  a.       [  ]     The  filing  of  solicitation  materials  or an information 
                    statement subject to Regulation 14A, Regulation  14C or Rule
                    13e-3(c) under the Securities Exchange Act of 1934.
  b.       [  ]     The filing of a registration statement under the Securities
                    Act of 1933.
  c.       [  ]     A tender offer.
  d.       [X]      None of the above.

     Check  the  following  box  if  the  soliciting  materials  or  information
statement referred to in checking box (a) are preliminary copies: [ ]









RESULTS OF SCHEDULE 13E-3 TRANSACTION

         The Schedule  13e-3  transaction  to which this  Transaction  Statement
pertains  has been  completed  by virtue of the  merger  (the  "Merger")  of QCB
Bancorp (the "Company") with and into CCB Bancorp, Inc. ("CCB"), pursuant to the
Agreement  and Plan of  Merger,  dated as of  December  20,  1995  (the  "Merger
Agreement"),  between the Company and CCB.  The result of the Merger is to cause
the  shares of the  Company's  common  stock,  no par value per share  ("Company
Common"),  to be held of  record  by fewer  than 300  persons.  The  Merger  was
effective March 28, 1996 (the "Effective  Date"), and a certification on Form 15
with respect to the Company's duty to file reports under section 13 and 15(d) of
the  Securities  Exchange Act of 1934 was filed by CCB, as successor in interest
to the Company, on April 1, 1996.

         Pursuant to the Merger  Agreement,  each share of Company Common (other
than  shares of  Company  Common  held by CCB and  shares  the  holders of which
properly  exercised their  dissenters'  rights under  California law) issued and
outstanding  immediately prior to the Effective Date has been converted into the
right to receive $0.06 per share.

Item 17.  Material to be Filed as Exhibits.

Exhibit No.                                          Description

     2    Identity and Background of First Banks, Inc., CCB Bancorp, Inc. and
          Affiliates*

     3    Opinion of The Findley Group on the Conversion Price of the Debenture*

     4    Agreement and Plan of Merger*

     8    Opinion of the Findley Group on the Value of Shares of the QCB Bancorp
          Common Stock*

    13    Chapter 13, California Corporations Code*

* Previously filed.





                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                                     FIRST BANKS, INC.



                                                     By:/s/Allen H. Blake
                                                     --------------------
                                                     Name: Allen H. Blake
                                                     Title: Sr. V.P./CFO

Date:  April 3, 1996


                                                     CCB BANCORP, INC.



                                                     By:/s/Allen H. Blake
                                                     --------------------
                                                     Name: Allen H. Blake
                                                     Title: Secretary

Date:  April 3, 1996


















                                Exhibit Index

Exhibit No.                      Description                          Page

       2        Identity and Background of First Banks,                 *
                Inc., CCB Bancorp, Inc. and Affiliates

       3        Opinion of The Findley Group on the                     *
                Conversion Price of the Debenture

       4        Agreement and Plan of Merger                            *

       8        Opinion of the Findley Group on the Value               *
                of Shares of the QCB Bancorp Common
                Stock

      13        Chapter 13, California Corporations Code                *

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

* Previously filed.