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) ~~June~~September 221, 2009

CAPE FEAR BANK CORPORATION

(Exact name of Registrant as specified in its charter)

North Carolina	000-51513	20-3035898
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
P.O. Box 97157, Raleigh, North Carolina		27624
(Address of principal executive offices)		(Zip Code)

P.O. Box 97157, Raleigh,

North Carolina

27624

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (910) 262-8808

~~1117~~Not ~~Military~~Applicable ~~Cutoff Road, Wilmington, North Carolina 28405~~

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 18.0301 ~~Bankruptcy~~Other ~~or Receivership~~Events.

On ~~June~~September 231, 2009, Cape Fear Bank Corporation, a North Carolina corporation (the “Company”), filed awith ~~voluntary petition for relief in~~ the United States Bankruptcy Court for the Eastern District of North Carolina ~~pursuant~~(the to“Bankruptcy ~~Chapter~~Court”) 11the ofCompany’s ~~Title~~Monthly 11Report offor the time ~~United~~period ~~States~~covering ~~Code~~June 23, ~~Bankruptcy~~ ~~Case~~2009 Nothrough July 31, 2009 (the “July Monthly Report”). Exhibit 99.1 contains the Company’s July Monthly Report. On September ~~09-05179-8-JRL~~21, 2009, the Company filed with the Bankruptcy Court the Company’s Monthly Report for August 2009 (the “August Monthly Report”). Exhibit 99.2 contains the Company’s August Monthly Report.

The Company’s ~~has~~plan of liquidation, which was filed asimultaneously ~~plan~~with ofthe ~~liquidation~~Company’s initial Chapter 11 filing with Bankruptcy Court on June 23, 2009, is still pending final approval by the Company’s creditors and the Bankruptcy Court.

~~ITEM~~Cautionary ~~2.04~~Statements ~~Triggering~~Regarding ~~Events That Accelerate or Increase a Direct~~ Financial ~~Obligation~~and orOther anData ~~Obligation under an Off-Balance Sheet Arrangement.~~

The ~~June 23,~~Company ~~2009~~has ~~bankruptcy~~been ~~filing~~unable byto ~~the~~file ~~Company~~its inannual ~~the~~report ~~Eastern~~on ~~District~~Form of10-K ~~North~~for ~~Carolina~~the ~~constitutes~~fiscal ayear ~~triggering~~ended ~~event~~December 31, ~~also~~2008 ~~termed~~due anto ~~“Acceleration~~the ~~Event of~~fact ~~Default,”~~that ~~under~~ the ~~Company’s~~audit ~~Indenture~~of ~~agreement with Wilmington Trust Company, acting in~~ its financial ~~capacity~~statements as ~~Indenture~~of ~~Trustee~~and (for the ~~“Trustee”),~~year ~~dated~~ended ~~October~~December 431, ~~2005~~2008 ~~(the~~has ~~“Indenture~~not ~~Agreement”)~~been completed. The ~~Indenture Agreement,~~Company ~~which~~does ~~was~~not ~~previously~~currently ~~filed~~anticipate asthat ~~Exhibit~~it ~~4.1~~will be in a position to ~~the~~file ~~Company’s~~its ~~current~~annual report on Form 810-K ~~filed~~or any quarterly reports on ~~October 11,~~Form ~~2005,~~10-Q prior isto ~~incorporated~~completion ~~herein~~of bythe ~~reference~~bankruptcy liquidation process.

~~Pursuant~~The toCompany ~~the~~currently ~~Indenture~~has ~~Agreement~~no active operating business or income resulting from operations, ~~the~~and ~~Company~~does ~~issued~~not ~~junior~~anticipate ~~subordinated~~having ~~debentures~~any ~~(the~~material ~~“Debentures”)~~operating inincome anat ~~aggregate~~any ~~principal~~time ~~amount~~in ofthe ~~$10~~future.31 ~~million~~It tois ~~its~~the ~~unconsolidated~~Company’s ~~subsidiary,~~belief ~~BKWW~~that ~~Statutory Trust~~there Iwill ~~(the~~be ~~“Trust”),~~no invalue ~~connection~~at ~~with~~all ~~the~~for ~~Trust’s~~common ~~issuance~~stockholders ofupon ~~trust~~the ~~preferred~~completion ~~securities~~of inthe ~~October~~bankruptcy ~~2005.~~liquidation process.

~~Under~~The Company cautions investors, potential investors, and other readers not to place undue reliance upon the ~~Indenture~~information contained in the ~~Agreement~~Monthly Reports, anas ~~Acceleration~~such ~~Event~~information is limited in scope, covers a limited period of ~~Default~~time, ~~occurs~~and ifhas ~~(i)~~ been prepared solely for the ~~Company~~purpose ~~voluntarily~~of ~~commences~~complying awith ~~case~~applicable requirements under ~~any~~the ~~applicable~~Bankruptcy ~~bankruptcy,~~Code. ~~insolvency,~~The ~~reorganization~~financial orinformation ~~other~~contained ~~similar~~in ~~law~~the Monthly orReports (iii) ais ~~court~~not ofprepared ~~competent~~in ~~jurisdiction~~accordance ~~enters~~with aU.S. ~~decree~~ generally accepted accounting principles, (ii) was not audited or ~~order~~reviewed ~~for~~by ~~relief~~independent inaccountants ~~respect~~nor is it likely to be subject to audit or review by external auditors of the Company at any time in anthe ~~involuntary~~future, ~~case~~(iii) is ~~under~~in ~~any~~a format consistent with applicable bankruptcy, ~~insolvency~~laws, ~~reorganization~~(iv) and oris ~~other~~subject ~~similar~~to ~~law~~future adjustment and reconciliation. ~~Upon~~The ~~the~~Monthly ~~occurrence~~Reports ofalso ~~one~~contain ofinformation ~~those~~for ~~events,~~periods ~~the~~which ~~Trustee~~are shorter or otherwise different from those generally required pursuant to the ~~holders~~Exchange ofAct, ~~not~~and ~~less~~such ~~than~~information ~~25%~~might ~~in aggregate~~not ~~principal~~be ~~amount~~indicative of the ~~Debentures~~Company’s ~~then~~financial ~~outstanding~~condition or results for any period, byas ~~notice~~would inotherwise ~~writing~~be toreflected in the Company,’s financial ~~may~~statements ~~declare~~or ~~the~~reports ~~entire~~required ~~principal~~to ofbe filed pursuant the ~~Debentures~~Exchange ~~and~~Act ~~the~~under ~~interest~~other ~~accrued~~circumstances. ~~thereon,~~Results ifset ~~any,~~forth toin the Monthly Reports should not be ~~due~~viewed ~~and~~as ~~payable~~indicative ~~immediately~~of future results.

The Company anticipates that the June 23, 2009 bankruptcy filing will result in an acceleration of all principal and interest due on the outstanding Debentures.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 22, 2009, Betty V. Norris, Senior Vice President and Chief Financial Officer, resigned from her positions with the Company.

On June 22, 2009, the Company entered into an Independent Contractor Service Agreement with Ms. Norris, under which she will perform certain services as requested by the Company. The Company anticipates that these services will involve tasks associated with the Company’s bankruptcy and the winding up of its affairs.

On June 22, 2009, the Company entered into a Service Agreement with Ralph N. Strayhorn, President and Chief Executive Officer of the Company. The agreement calls for the payment of a monthly salary of $8,000 and may be terminated by either party without penalty upon 15 days notice. The agreement contains a confidentiality covenant and mutual indemnification provisions, but does not provide for any benefits or perquisites.

All future payments under the Independent Contractor Service Agreement with Ms. Norris and the Service Agreement with Mr. Strayhorn are subject to prior approval of the United States Bankruptcy Court for the Eastern District of North Carolina.

ITEM 9.01

Financial Statements and Exhibits.

(d)

Exhibits. The following documents are filed as exhibits to this report:

10.1 Indenture*



99.1		Cape Fear Bank Corporation’s July Monthly Report

99.2		Cape Fear Bank Corporation’s August Monthly Report

99.1 Press Release dated June 23, 2009

* Incorporated by reference

SIGNATURES

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.

CAPE FEAR BANK CORPORATION By: /sS/ ~~Ralph~~RALPH N. ~~Strayhorn~~STRAYHORN Ralph N. Strayhorn President and Chief Executive Officer

Dated: ~~June~~October 2620, 2009

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION OF EXHIBIT
4.1		Indenture*
99.1		Cape Fear Bank Corporation’s July Monthly Report
99.1		Press Release (filed herewith)
99.2		Cape Fear Bank Corporation’s August Monthly Report

* Incorporated by reference from the Registrant’s Current Report on Form 8-K, filed with the Commission on October 11, 2005.

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