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


			    Form 8-K

			 Current Report

		  Pursuant to Section 13 or 15(d)
	      of the Securities Exchange Act of 1934


	Date of Report (Date of earliest event reported)

			November 4, 1996


		  Southern National Corporation
       (Exact name of registrant as specified in its charter)

		 Commission file number :  1-10853


      North Carolina                             56-0939887
(State of incorporation)          (I.R.S. Employer Identification No.)


      200 West Second Street
    Winston-Salem, North Carolina                               27101
(Address of principal executive offices)                     (Zip Code)


			   (910) 733-2000
	(Registrant's telephone number, including area code)


This Form 8-K has 6 pages.  The sequential numbering of the pages is 
indicated in the lower center.

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ITEM 5. OTHER EVENTS

	The purpose of this Current Report on Form 8-K is to file Southern 
National Corporation's (NYSE:SNB) and United Carolina Bancshares Corporation's
(NASDAQ:UCAR) joint announcement of the signing of a merger agreement to be
accounted for as a pooling of interests.

EXHIBIT INDEX

Exhibit 99.1       Press Release issued November 4, 1996

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November 4, 1996



FOR IMMEDIATE RELEASE

Media and Analyst Contacts:

SOUTHERN NATIONAL                           UNITED CAROLINA BANCSHARES

Scott E. Reed                               Ronald C. Monger
Senior Executive Vice President             Executive Vice President
Chief Financial Officer                     Chief Financial Officer
(910) 733-3088                              (910) 642-1351

Bob Denham        B. Gloyden Stewart        John F. McLaughlin
Vice President    Senior Vice President     Senior Vice President
Public Relations  Investor Relations        Corporate Communications
(910) 733-2202    (919) 246-4219            (910) 642-1347



Southern National and UCB announce merger agreement

	WINSTON-SALEM and WHITEVILLE, N.C. -- Southern National Corporation 
(NYSE:SNB) and United Carolina Bancshares Corporation (NASDAQ:UCAR) 
jointly announced today the signing of a merger agreement that will 
create the largest bank in the Carolinas and the 30th largest bank 
holding company in the nation.

	The merger between the Winston-Salem, N.C.-based Southern National 
and the Whiteville, N.C.-based UCB will form a financial institution 
with more than $25 billion in assets, the largest share of deposits in 
North Carolina, at approximately 20%, and the third largest share of 
deposits in South Carolina, at 11%. UCB's banking subsidiaries, United 
Carolina Bank and United Carolina Bank of South Carolina, will merge 
into Branch Banking and Trust Company (BB&T) and Branch Banking and 
Trust Company of South Carolina, respectively, the principal banking 
subsidiaries of Southern National.

	"Southern National's announced acquisition strategy is to pursue very 
high quality banks and thrifts in our current markets with the ultimate 
goal of improving our financial performance and fundamental franchise 
value," said Southern National Chairman and Chief Executive Officer John 
A. Allison. "We could not be more pleased with the prospects of this 
merger with UCB, which meets 

MORE

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these objectives. This in-market merger significantly strengthens our base 
of business in North and South Carolina. Both institutions have solid 
capital positions, excellent credit quality, strong branch office networks 
as well as very compatible corporate cultures. Considering the well-
recognized benefits and potential cost savings inherent in an in-market 
merger, this transaction enables us to grow our franchise value and improve 
upon our strong efficiencies and momentum in selling fee-based products and 
services."

	The merger, unanimously approved by the boards of directors of both 
companies, will be accounted for as a pooling of interests in which UCB 
shareholders will receive 1.135 shares of Southern National common stock 
for each share of UCB common stock held. The transaction, which will be 
structured as a tax-free exchange, is valued at $985 million based on 
Southern National's closing price on November 1, 1996, of $35.25. The 
deal is valued at $40.01 per share of UCB common stock. Under the terms 
of the agreement, UCB has granted to Southern National an option to 
purchase a number of UCB shares up to 19.9% of currently outstanding 
shares. A similar provision has been granted to UCB by Southern National 
wherein UCB has an option to purchase Southern National shares up to 9.9% 
of currently outstanding shares. These option agreements are only 
exercisable under certain circumstances.

	UCB Chairman and Chief Executive Officer E. Rhone Sasser will serve on 
Southern National's Board of Directors. "BB&T is committed to developing a 
strong partnership with their customers, which is a philosophy UCB has 
always pursued," said Mr. Sasser. "We anticipate an intensified level of 
competition from banks and other non-bank financial service companies in 
the future, and therefore believe this merger is right for the customers 
and communities served by UCB. It provides our customers with continued 
superior quality service from a world-class financial institution. BB&T's 
community banking structure, which allows decisions affecting the customer 
to be made locally, together with the resources and extensive array of 
products and services available through BB&T, will result in substantial 
advantages for our customers. This is also great news for our communities, 
as BB&T has always been a strong corporate citizen and our combined 
institution will continue to provide outstanding civic leadership."

	"We are very enthusiastic about combining two financial institutions 
with such strong earnings and financial positions," said Mr. Allison. "UCB 
is a growing, customer-oriented organization which is an excellent match 
for us in terms of credit culture and strategic focus. We are convinced 
that the synergies between our two institutions will produce significant 
long-term benefits for our customers, employees and shareholders. Also, 
positioned as the clear market leader in the Carolinas, BB&T will be better 
able to continue to meet the needs of the communities we serve."

	The merger, which is subject to approval by the shareholders of both 
companies as well as by federal and state banking regulators, is expected 
to be completed by the second quarter of 1997.

	Southern National currently operates 425 banking offices in 219 cities 
and towns throughout the Carolinas and Virginia, while UCB operates 153 
branch offices in 89 communities in North and South Carolina.

#

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	Southern National and BB&T Chairman John A. Allison and UCB Chairman 
E. Rhone Sasser will hold a conference call for news media at 11 a.m. 
today. Reporters and editors may join the conference by calling 800-988-
9577. The passcode is "BB&T".

	Southern National's news releases are available at no charge through 
PR Newswire's Company News On-Call facsimile service. For a menu of 
Southern National's news releases or to retrieve a specific release call 
800-758-5804, extension 809325.

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S I G N A T U R E 

	Pursuant to the requirements of the Securities Exchange Act of 
1934, the registrant has duly caused this report to be signed on its 
behalf by the undersigned hereunto duly authorized.

				    SOUTHERN NATIONAL CORPORATION
					  (Registrant)

				    By:     /S/ SHERRY A. KELLETT

						Sherry A. Kellett
				   Executive Vice President and Controller
					 (Principal Accounting Officer)

Date:  November 4, 1996

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