SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:

(X) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
( ) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12

Stanly Capital CorpUWHARRIE CAPITAL CORP
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) No fee required

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:

STANLYPRELIMINARY PROXY

UWHARRIE CAPITAL CORP
167134 NORTH SECONDFIRST STREET
ALBEMARLE, NORTH CAROLINA 28001

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

NOTICE is hereby given that the Annual Meeting of Shareholders of
StanlyUwharrie Capital Corp (the "Company") will be held as follows:

PLACE: Stanly County Agri-Civic Center
26032 Newt Road
Albemarle, North Carolina

DATE: Tuesday, April 22, 199727, 1999

TIME: 6:4:00 p.m. - Dinner
7:30 p.m. - Business Meeting
5:30 p.m. - Dinner

The purposes of the meeting are:

1. To elect six directors of the Company;

2. To amend Article I of the Articles of Incorporation to increase the authorized
number of Stanly
Capital Corp in order to change the nameshares of the CompanyCompany's common stock from 6,000,000 to
"Uwharrie Capital Corp";

2.20,000,000;

3. To elect seven directorsamend the Employee Stock Option Plan to increase the number of
the Company;

3.shares available for grant;

4. To ratify the appointment of Dixon Odom & Co., L.L.P.,PLLC as the Company's
independent public accountants for 1997;1999; and

4.5. To transact such other business as may properly be presented for
action at the meeting.

YOU ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. HOWEVER, EVEN IF
YOU PLAN TO ATTEND, YOU ARE REQUESTED TO COMPLETE, SIGN AND DATE THE ENCLOSED
APPOINTMENT OF PROXY AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT
PURPOSE TO ENSURE THAT A QUORUM IS PRESENT AT THE MEETING. THE GIVING OF AN
APPOINTMENT OF PROXY WILL NOT AFFECT YOUR RIGHT TO REVOKE IT OR TO ATTEND THE
MEETING AND VOTE IN PERSON.

BY ORDER OF THE BOARD OF DIRECTORS

ROGER L. DICK
PRESIDENT AND CHIEF EXECUTIVE OFFICER
MARCH __, 199730, 1999

STANLYUWHARRIE CAPITAL CORP
167134 NORTH SECONDFIRST STREET
ALBEMARLE, NORTH CAROLINA 28001
(704) 983-6181982-4415

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

This Proxy Statement is being furnished in connection with the
solicitation by the Board of Directors of StanlyUwharrie Capital Corp (the "Company")
of appointments of proxy for use at the annual meeting of the Company's
shareholders (the "Annual Meeting") to be held on Tuesday, April 22, 1997,27, 1999, at
7:304:00 p.m., in the Stanly County Agri-Civic Center, 26032 Newt Road, Albemarle,
North Carolina, and at any adjournments thereof. The Company's proxy
solicitation materials are first being mailed to shareholders on or about March __, 1997.30,
1999. In this Proxy Statement, the Company's subsidiary bank, Bank of Stanly, is
referred to as the "Bank".

VOTING OF PROXIES

Persons named in the enclosed appointment of proxy as proxies (the
"Proxies") to represent shareholders at the Annual Meeting are Roger L. Dick,
Dawn L. Melton and Tamara M. Singletary. Shares represented by each appointment
of proxy which is properly executed, returned and not revoked, will be voted in
accordance with the directions contained therein. If no directions are given,
such shares will be voted "FOR" the election of each of the sevensix nominees for
director named in Proposal 2,1, and "FOR" Proposals 12, 3 and 3.4. If, at or before
the time of the Annual Meeting, any nominee named in Proposal 21 has become
unavailable for any reason, the proxies will be authorized to vote for a
substitute nominee. On such other matters as may come before the meeting, the
proxies will be authorized to vote in accordance with their best judgment.

RECORD DATE

The close of business on March 7, 1997,17, 1999, has been fixed as the record
date (the "Record Date") for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. Only those shareholders of record
on that date will be eligible to vote on the proposals described herein.

VOTING SECURITIES

The Company's voting securities are the shares of its common stock, par
value $1.25 per share, of which 2,170,964___________ shares were issued and outstanding
on February 28, 1997.the Record Date.

VOTING PROCEDURES; VOTES REQUIRED FOR APPROVAL

At the Annual Meeting, each shareholder will be entitled to one vote for
each share held of record on the Record Date on each matter submitted for voting
and, in the election of directors, for each director to be elected. In
accordance with North Carolina law, shareholders

will not be entitled to vote cumulatively in the election of directors. 1
In the
election of directors, the sevensix nominees receiving the highest number of votes
will be elected.

For Proposals 12, 3 and 34 to be approved, a majority of the shares
represented in person and by proxy and entitled to vote at the Annual Meeting
must be voted in favor of approval. Abstentions and broker nonvotes will have no
effect in the voting at the Annual Meeting.

REVOCATION OF APPOINTMENT OF PROXY

Any shareholder who executes an appointment of proxy has the right to
revoke it at any time before it is exercised by filing with the Secretary of the
Company either an instrument revoking it or a duly executed appointment of proxy
bearing a later date, or by attending the Annual Meeting and announcing his or
her intention to vote in person.

EXPENSES OF SOLICITATION

The Company will pay the cost of preparing, assembling and mailing this
Proxy Statement. Appointments of proxy also may be solicited personally or by
telephone by the Company's and the Bank's directors, officers and employees
without additional compensation.

BENEFICIAL OWNERSHIP OF SECURITIES BY MANAGEMENT AND NOMINEES

As of February 1997,12, 1999, there were no persons who were known to
management of the Company to beneficially own more than 5% of the Company's
common stock. The following table lists the individual beneficial ownership of
the Company's common stock as of February 28, 1997,12, 1999, by the Company's current
directors and nominees for director, by the Company's executive officerofficers named
in the Summary Compensation Table below, and by all current directors, nominees
and executive officers of the Company as a group.
NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2) PERCENT OF CLASS (1)
------------------- -------------------------- --------------------

William S. Aldridge, Jr. 3,217 .15
Cynthia H. Beane 9,803 .45
Joe S. Brooks 3,738 .17
Ronald T. Burleson 7,493 .35
Barton D. Burpeau, Jr. 1,575 .07
William F. Clayton 2,180 .10
John J. Earnhardt, Jr. 1,150 .05
G. Chad Efird 8,607 .40
W. Kermit Efird 27,428 1.26
James L. Harris 286 .01
Eric M. Johnsen, M.D. 14,558 .67
James F. Link, D.V.M. 200 .01
Jerry J. Long 3,812 .18
W. Chester Lowder 786 .04
James R. Mauney, Sr. 8,557 .39
Pamela S. Morton 336 .02
John P. Murray, M.D. 6,346 .29
Kent E. Newport 429 .02
Catherine A. Pickler 1,074 .05
George T. Reaves 2,881 1.33
A. James Russell 574 .03
B. A. Smith 1,121 .05

NAME AND ADDRESS AMOUNT AND NATURE OF
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2) PERCENT OF CLASS (1)
Boyce E. Thompson 4,471 .20
Douglas V. Waddell 384 .02
Roger L. Dick 13,122 .60
All current directors,
nominees for director and
executive officers as a group
(29No current director or
executive officer owned more than 1% of the shares outstanding on February 12,
1999. Current directors, nominees and executive officers as a group beneficially
owned 9.35% of the shares outstanding by members of the group on such date.

NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2)

William S. Aldridge, Jr. 7,254

Cynthia H. Beane 20,984

Joe S. Brooks 17,848

Ronald T. Burleson 15,932

Bill C. Burnside, D.D.S. 9,595

Gail C. Burris 800

Ronald B. Davis 40,852

G. Chad Efird 22,470

David M. Jones, D.V.M. 1,000

Kyle H. Josey 400

James F. Link, D.V.M. 10,720

Joyce H. Little 400

W. Chester Lowder 1,648

NAME OF AMOUNT AND NATURE OF
BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1,2)

Buren Mullis 30,000

John P. Murray, M.D. 15,326

Kent E. Newport 2,298

Catherine A. Pickler 2,754

George T. Reaves 8,050

A. James Russell 1,204

B. A. Smith, Jr. 36,178

Douglas V. Waddell 806

Roger L. Dick 46,364

All current directors, nominees for
director and executive officers as a 482,416 (3)
group (30 persons) 169,261(3) 7.67

(1) Except as otherwise noted, to the best knowledge of management of the
Company, the individuals named or included in the group above exercise
sole voting and investment power with respect to all shares shown as
beneficially owned. The calculations of the percentage of class
beneficially owned by each individual and by the group as a whole are based on a total number of 4,941,127
shares outstanding shares equal to the 2,205,923
shares currently outstandingas of February 12, 1999, plus the number of shares
capable of being issued to that individual (if any) and to the group as a whole within 60 days upon
the exercise of stock options held by that individual (if any) and by the group, respectively..

(2) Includes shares over which the named individual shares voting and
investment power as follows: Mr. Aldridge - 2,8816,050 shares; Ms. Beane -
9,54620,046 shares; Mr. Brooks - 3,5387,428 shares; Mr. Burleson - 1,1382,588 shares;
Dr. Burnside - 9,195 shares; Mr. Burpeau - 1,223 shares; Mr. C. Efird - 8,271 shares; Mr. K. Efird -
27,07621,766 shares; Dr. JohnsenLink - 14,206 shares; Mr. Long - 3,3638,800
shares; Mr. Lowder - 574 shares; Mr. Mauney - 6,8291,204 shares; Dr. Murray - 5,56311,682 shares; Mr.
Newport - 224-868 shares; Mr. Russell - 174364 shares; Mr. ThompsonSmith - 2,87731,972
shares.

(3) Includes a total of 29,201102,604 shares as to which the persons included in
the group exercise sole voting and investment power, and 105,101161,458 shares
as to which such power is shared. Also includes an aggregate of 34,959218,354
shares which executive officers included in the group could purchase
under currently exercisable stock options.

REPORTS OF CHANGES IN BENEFICIAL OWNERSHIP

Directors and executive officers of the Company are required by federal
law to file reports with the Securities and Exchange Commission regarding the
amount of and changes in their beneficial ownership of the Company's common
stock. In November 1996, Richard E. Clayton, Sr., former Executive Vice
PresidentTo the knowledge of the Bank, exercised stock options covering 26,324 shares of common
stock following his resignation from the Bank and sold those shares on the same
day, for which the required report was not filed by its due date. A report has
been filed to cover such transaction.

PROPOSAL 1: AMENDMENT OF ARTICLES OF INCORPORATION

In order to attract a broader customer base and to give the Company
regional as well as local appeal, the Board of Directorsmanagement of the Company recommendsbased upon information
supplied to shareholders that Article Ithe Company by the directors and executive officers, all required
reports of the Articles of Incorporation of
Stanly Capital Corp be amended in order to change the namedirectors and executive officers of the Company from
Stanly Capital Corp to "Uwharrie Capital Corp".

The text of Article I as proposed to be amended is as follows:

"The name of the corporation is Uwharrie Capital Corp
(herein referred to as the "Corporation")."have been timely
filed.

THE BOARD OF DIRECTORS OF THE COMPANY RECOMMENDS THAT SHAREHOLDERS VOTE "FOR"
THE AMENDMENT OF THE ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY
TO "UWHARRIE CAPITAL CORP".

PROPOSAL 2:1: ELECTION OF DIRECTORS

NOMINEES

The Company's Bylaws provide for a Board of Directors composed of 18
members divided into three classes, each consisting of six directors who are
elected to terms of three years. Each year the terms of six directors expire and
six persons are elected as directors for new three-year terms. Due to the death
of Director Paul J. Cox, Cynthia H. Beane was appointed to serve on the Board of
Directors in 1996 to fill the unexpired one-year term of Mr. Cox. The Board of
Directors intends to nominate the sevensix persons named below for election by
shareholders at the Annual Meeting as directors of the Company for thethree-year
terms
specified below or until their respective successors are duly elected and qualified.
With the exception of Cynthia H. Beane who currently serves as a
director of the Company, all of the nominees are new nominees. In order to
continue to evenly stagger the terms of the directors on the Board of Directors,
Ms. Beane has been nominated to serve a two-year term.

POSITIONS
WITH
YEAR IN WHICH
COMPANYPOSITIONS FIRST ELECTED/ PRINCIPAL OCCUPATION
WITH PROPOSED AND BUSINESS EXPERIENCE
NAME AND AGE AND BANK PROPOSEDCOMPANY TERM EXPIRES AND BUSINESS EXPERIENCE FOR PAST 5 YEARS
- ------------ ------- - ------------ ----------------

Cynthia H. Beane Director 1996/19991996 / 2002 Cynthia H. Beane, CPA, Albemarle, NC
(48)(50) (certified public accountant)

Joe S. BrooksKyle H. Josey New Nominee ------- /2000 Partner, Brothers Precision Tool Company, 2002 Owner, Josey & Josey Accounting
(47) Services, Albemarle, NC

(tool and die shop)
Ronald T. BurlesonJoyce H. Little New Nominee ------- /2000 Partner, Thurman Burleson & Sons Farm,
(47) Richfield, NC (farming operation)
James F. Link, D.V.M. Nominee ---/2000 Veterinarian and Owner, North Stanly Animal
(44) Clinic, New London, NC
Kent E. Newport Nominee ---/2000 President, KDC, Inc. DBA Coy's Laundromat,
(35) Albemarle, NC (coin laundry and self-service
carwash)
George T. Reaves Nominee ---/2000 Retired, previously 2002 Vice President Traffic
(69) and Transportation, Collins & Aikman
Corporation, Albemarle,President/Secretary/Treasurer,
(57) Wiley Little Drywall, Inc.; Mayor,
Oakboro, NC (manufacturer of
automotive fabrics, upholstery, yarns)
A. James Russell Nominee ---/2000 Construction Manager, J.T. Russell & Sons,
(42) Inc., Albemarle, NC (highway heavy utility
construction)

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE.

INCUMBENT DIRECTORS

The Company's current Board of Directors includes 11 directors whose
terms will continue after the Annual Meeting. The following table contains
information about those 11 incumbent directors.

POSITIONS YEAR IN WHICH
WITH FIRST ELECTED/ PRINCIPAL OCCUPATION
COMPANY CURRENT TERM AND BUSINESS EXPERIENCE
NAME AND AGE AND BANK EXPIRES (1) FOR PAST 5 YEARS
- ----------------------- ----------- ------------ -------------------------------------

William S. Aldridge, Jr. Director 1993/1999 Manager, Secretary-Treasurer and co-
(69) owner, Stanly Funeral Home, Inc.
Albemarle, NC
William F. Clayton Director 1992/1998 Cost office supervisor for Aluminum
(49) Company of America (ALCOA), Badin, NC
(aluminum products manufacturer)
G. Chad Efird Director 1993/1999 Retired; previously was Technical
(74) Supervisor, Aluminum Company of
America (ALCOA), Badin, NC aluminum
products manufacturer)
Jerry J. Long Director 1992/1998 President, Secretary and co-owner, Long's
(65) Diamond Broker, Albemarle, NC (diamond
broker)

W. Chester Lowder Director 1995/19991995 / 2002 Director of Field Services,Dairy and Beef Programs
(50) and Assistant Director of Natural
Resources, North Carolina
(48) Farm
Bureau Federation, Raleigh, NC
(agricultural service agency);
President, Fork "L" Farm, Inc.,
Norwood, NC (farming operation)

Pamela S. Morton Director 1992/1998 Principal, Endy Elementary
(44) School, Albemarle, NC,
previously Personnel Director,
Stanly County Schools, Albemarle, NC
John P. Murray, M.D. Director 1996/1998 Retired; previously, physician, Albemarle
(55) Ear, Nose and Throat, Albemarle, NC
Catherine A. Pickler Director 1995/1998 Homemaker and community volunteer,
(62) New London, NC
B. A. Smith, Jr. Director 1996/1999 Retired, Stanfield, NC;1996 / 2002 Retired; previously, (63) was pilotPilot and Base
(65) Commander, United States Air Force

Boyce E. Thompson Director 1992/1998 Treasurer, Stanly Fixtures Co.,
(46) Inc., Norwood, NC (store
fixtures
manufacturer)
Douglas V. Waddell Director 1995/19991995 / 2002 Retired; previously, was Manager, Sears
(68)(70) & Roebuck - Automotive Department,
Albemarle, NC (retail store)

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" EACH OF THE
NOMINEES NAMED ABOVE

INCUMBENT DIRECTORS

The Company's current Board of Directors includes 12 directors whose
terms will continue after the Annual Meeting. The following table contains
information about those 12 incumbent directors.

YEAR IN WHICH
FIRST ELECTED/
CURRENT TERM PRINCIPAL OCCUPATION
NAME AND AGE EXPIRES (1) AND BUSINESS EXPERIENCE FOR PAST 5 YEARS
------------- ------------ ----------------------------------------

Joe S. Brooks 1997/2000 Partner, Brothers Precision Tool
(49) Company, Albemarle, NC (tool and die
shop)

Ronald T. Burleson 1997/2000 Partner, Thurman Burleson & Sons Farm,
(49) Richfield, NC (farming operation)

Bill C. Burnside, 1998/2001 Bill Burnside, D.D.S., Albemarle, NC
D.D.S. (49) (dentistry)

Gail C. Burris 1998/2001 Owner and Manager, Rosebriar Restaurant,
(44) Albemarle, NC

David M. Jones, D.V.M. 1998/2001 Director, North Carolina Zoological
(54) Park, Asheboro, NC (NC Department of
Environment and Natural Resources)

James F. Link, D.V.M. 1997/2000 Veterinarian and Owner, North Stanly
(46) Animal Clinic, New London, NC

Buren Mullis 1998/2001 Retired; previously, Vice President and
(65) General Manager, Sundrop Bottling Co.,
Inc., Concord, NC

John P. Murray, M.D. 1996/2001 Retired; previously, Physician and
(57) Owner, Albemarle Ear, Nose and Throat,
Albemarle, NC

Kent E. Newport 1997/2000 President, KDC, Inc. DBA Coy's
(38) Laundromat, Albemarle, NC (coin laundry
and self-service carwash)

Catherine A. Pickler 1995/2001 Homemaker and community volunteer, New
(64) London, NC

George T. Reaves 1997/2000 Retired; previously, Vice President,
(71) Traffic and Transportation, Collins &
Aikman Corp., Albemarle, NC
(manufacturer of automotive fabrics,
upholstery, yarns)

A. James Russell 1997/2000 Construction Manager, J.T. Russell &
(44) Sons, Inc., Albemarle, NC (highway heavy
utility construction)

(1) The year first elected indicates the year in which each individual was
first elected a director of the Bank or the Company, as applicable, and
does not reflect breaks in certain of the named individuals' tenures as
directors of the Bank or the Company, as applicable.

5
DIRECTOR COMPENSATION

Each of the Company's directors also serves as a director of the Bank.

For service during 1997, the Bank1999, each director will pay each directorbe paid a fee of $200 for
each Board of Directors meeting attended and $100 for attendance at each
meeting of a
committee. Directors do not receive additional fees for their services as
directors of the Company.committee meeting.

During 1994, the Company adopted a plan under which individual directors
may elect each year to defer receipt of all or a designated portion of their
fees for that year. Amounts so deferred earn interest at rates tied to market
indices selected quarterly by the plan administrators, and such amounts become
payable in the future (in a lump sum or annual installments) as specified by the
director at the time of his or her deferral election. During 1996,1998, Directors
Brooks, Jones, Link, Lowder, K. Efird, LongMullis, Newport, Reaves and ThompsonRussell deferred
compensation pursuant to such plan.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

The Company's and the Bank's Boards of Directors have the same members
and hold joint meetings. Each Board of Directors of the Company held 12eight regular meetings and
3two special meetings during 1996.1998. Each incumbentcurrent director attended 75% or more of
the aggregate number of meetings of the BoardsBoard of Directors and of any committees
on which he or she served with the exception of Directors Johnsen,
Lowder and MortonDirector David M. Jones whose
absences were due to prior business commitments.

The Company's and the Bank's BoardsBoard of Directors havehas several standing committees,
including an Examining Committee, a Personnel Committee, a
Compensation Committee, and a Nominating
Committee.

The current members of the Examining Committee are Boyce E. ThompsonCynthia H. Beane -
Chairman, William F. Clayton, James L. Harris, Jerry J. Long andGail C. Burris, Joe S. Brooks, John P. Murray.Murray and Kent E. Newport. The
Examining Committee reviews the annual audit reports of the Bank'sCompany's
independent auditors and the examination reports issued by bank regulatory
agencies, and oversees the work of the Bank'sCompany's internal auditor. The Examining
Committee met 11six times during 1996.1998.

The current members of the Personnel Committee are B.A. Smith, Jr. -
Chairman, Joe S. Brooks, G. Chad Efird, -
Chairman, Pamela S. Morton, B.A. SmithJames F. Link, D.V.M. and Douglas V.
Waddell. The Personnel Committee is authorized to consider and make
recommendations to the Boards of
Directors for action on matters pertaining to the compensation of employees
(other than executive officers) of the Company and the Bank and to establish
personnel policies for the Company and the Bank. The Personnel Committee did not
meet during 1996. The Board of Directors has voted that, beginning in 1997, the
Compensation Committee will also function as the Personnel Committee.

The current members of the Compensation Committee are G. Chad Efird -
Chairman, William F. Clayton, W. Chester Lowder, James R. Mauney, Pamela S.
Morton, B.A. Smith, Jr. and Douglas V. Waddell. The Compensation Committee is
authorized to consider and make recommendations to the Boards of Directors for action on matters pertaining to
the compensation of executive officers of the Company and the Bank. The
CompensationPersonnel Committee met twothree times during 1996.

6
1998. The Personnel Committee also
serves as the Personnel Committee.

The current members of the Nominating Committee are Jerry J. LongJohn P. Murray -
Chairman, William S. Aldridge, Jr.James F. Link, D.V.M., W. Kermit Efird, Eric M. Johnsen, M.D.Chester Lowder, A. James Russell and Pamela S. Morton.B.A.
Smith, Jr. The Nominating Committee recommends candidates to the Company's Board
of Directors for selection as nominees for election as directors of the Company and the Bank.Company.
The Nominating Committee met twothree times during 1996.1998. In making its
recommendations, the Nominating Committee will consider candidates recommended
by shareholders. Recommendations of nominee candidates by shareholders for the
19982000 Annual Meeting should be submitted in writing to the Chief Executive
Officer of the Company by

6
September 30, 1997,1999, and should be accompanied by a statement of each candidate's
qualifications to serve as a director.

EXECUTIVE OFFICERS

The following table contains information about the current executive
officers of the Company and the Bank.its subsidiaries.

EMPLOYED
CURRENT POSITIONS BY BANK
NAME AND AGE CURRENT POSITIONS WITH COMPANY AND/OR BANKSUBSIDIARIES SINCE

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

Roger L. Dick (45)Ronald B. Davis President and Chief Executive Officer of the Bank 1997
(51)
Roger L. Dick President and Chief Executive Officer of the Company and1983
(47)
Susan B. Gibson Vice President of the Bank 1983
Jackie(human resources) 1996
(37)
Jacqueline S. Jernigan (42) Executive Vice President of the Bank (retail banking) 1983
(44)
Dawn L. Melton (36) Executive Vice President of the Company (technology) 1983
(38)
Tamara M. Singletary (37) Executive Vice President of the Company (administration)(investor 1983
(39) relations)
Christy D. Stoner President and Chief Executive Officer of The Strategic 1991
(34) Alliance Corporation
Thomas H. Swaringen (53) Executive Vice President of the Bank (credit 1990
(55) administration)
1990Barbara S. Williams Senior Vice President of the Company (finance) 1995
(55)
O. David Williams, Jr. Executive Vice President of the Bank (commercial banking) 1991
(40)

Effective April 14, 1997, Ron B. Davis will begin employment with the
Bank as President. Roger Dick, President and Chief Executive Officer of the
Company and the Bank, will remain President and Chief Executive Officer of the
Company and Chief Executive Officer of the Bank.
EXECUTIVE COMPENSATION

The following table shows, for 1996, 1995 and 1994,reflects the compensation paid to or received or
deferred by the Company's chief executive officer.officer during 1998, 1997 and 1996.
The table also includes the compensation paid to or received or deferred by the
Bank's chief executive officer for 1998 and 1997. No other current executive
officerofficers of the Company or the Bank received compensation for 19961998 which
exceeded $100,000.
SUMMARY COMPENSATION TABLE
- ----------------------------------------------------------------------------------------------------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------- ------------------------------------------------------ ----------------------
AWARDS PAYOUTS
---------------------- -------------- -------
OTHER ALL
ANNUAL RESTRICTED OTHER
NAME AND COMPEN- STOCKRESTRICTED OPTIONS/ LTIP COMPEN-
PRINCIPAL SALARY BONUS SATION AWARDSSTOCK SARS PAYOUTS SATION
POSITIONNAME AND PRINCIPAL YEAR ($)(1) ($)(2) BONUS ($)(3) ($)AWARDS (#)(5) ($) ($)(4)
- ----------------------- ---- ---------- ------------ ---------- --------- -------- ------- ------- --- ------
POSITION ($)(2) ($)
- ---------- ------- ---

Roger L. Dick, 1998 125,500 26,275 -0- -0- -0- 9,142
President 1996 $107,966 $5,398 0 0 63,703(5) 0 $6,802 and Chief 1997 118,000 48,752 -0- -0- 19,378 -0- 9,500
Executive Officer of 1996 107,966 5,398 -0- -0- -0- -0- 6,802
the Company 116,085

Ronald B. Davis, 1998 125,500 20,775 -0- -0- 19,376 -0- 2,988
President and Chief 1997 86,000 4,500 -0- -0- 45,590 -0- -0-
Executive Officer of
the Company
and the Bank 1995 95,865 3,607 -0- -0- -0- -0- 5,968

1994 95,104 3,571 -0- -0- -0- -0- 6,028(6)

(1) Includes amounts deferred at Mr. Dick'sthe officer's election pursuant to the
Company's Section 401(k) savings plan.

(2) Includes all cash bonuses received for each year by Mr. Dick.the officers. At the
end of each year the Company's Board of Directors may approve the
payment of annual cash bonuses to individual officers based on the
Company's results of operations and their individual performance during
the year. The payment and amounts of any such bonuses are determined
solely by the Company's Board of Directors. In addition to discretionary
cash bonuses, during 1996 the Company maintained an incentive plan under which, at
the end of each calendar quarter, each
of certain officers and employees could receive a
cash bonus (equal to 5.0% of their quarterly salary) if the Company's
financial performance for that quarter equaled or exceeded budgeted
amounts.

(3) In addition to compensation paid in cash, the Company's executive
officers receive certain personal benefits. However, the aggregate value
of non-cash benefits received by Mr. Dickthe executive officers during each year
did not exceed 10% of cash compensation paid to him.them.

(4) Consists entirely of the Company's contributions on behalf of Mr. Dickthe
officers to the Company's Section 401(k) savings plan.

(5) The number of shares covered by options increasedhave been restated to 65,614 as a result
ofreflect a
3% stock dividend declared in December 1996.1996, a 5% stock dividend in 1997 and a
2-for-1 stock split in the form of a 100% stock dividend in 1998.

(6) Mr. Davis was employed by the Company on April 14, 1997, and therefore
all amounts for 1997 included in the table for Mr. Davis reflect the
period from the date of employment through the end of 1997.

STOCK OPTIONS

The following table contains information with regard to grants of stock
options during 19961998 to Roger L. Dick, the Company's President and Chief Executive Officer.

STOCK OPTION GRANTS IN 1996
INDIVIDUAL GRANTS

Number of
Securities
Underlying % of Options Granted
Options to Employees in Exercise or Base
Name Granted (#)(1) Fiscal Year Price ($) Per Share Expiration Date
- ---- -------------- -------------------- ------------------- ---------------

Roger L. Dick 63,703(2) 50% $6.00 (2) 4/15/06

(1) One-fifthOfficer of
the options vestCompany and become exercisable in eachRonald B. Davis, President and Chief Executive Officer of the
five years beginningBank.

STOCK OPTION GRANTS IN 1998
INDIVIDUAL GRANTS

Number of
Securities % of Options
Underlying Granted
Options to Employees Exercise or Base
Name Granted in Fiscal Year Price ($) Per Expiration
- ---- --------------
(#)(1) Share Date
------ ----- ----

Roger L. Dick 19,378 (2) 21.35% $5.625 (2) 4/20/08
Ronald B. Davis 19,376 (2) 21.35 $5.625 (2) 4/20/08

(1) Stock options were fully vested upon grant date and must be exercised
prior to April 15, 1998, assuming Mr. Dick remains employed
by the Company. If Mr. Dick's employment terminates before the end of
the vesting period, Mr. Dick may exercise vested options for varying
periods after termination (depending on the manner of termination) in
accordance with the plan.20, 2008.

(2) The number of shares covered by options increased to 65,614 and the exercise price decreasedare
restated to $5.825 asreflect a result2-for-1 stock split in the form of a 3%100% stock
dividend declared in December 1996.on August 4, 1998.

The following table contains information with respect to stock options
exercised during 1996,1998 and held at December 31, 1996,1998 by Roger L. Dick, the
Company's President and Chief Executive Officer.Officer and Ronald B. Davis, President
and Chief Executive Officer of the Bank.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
- -----------------------------------------------------------------------------------------------------------------
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
OPTIONS/SARS AT FY-END AT FY-END
(#) ($)(2)
----------------------------- -----------------------------(1)
---------------------- -------------------------
SHARES
ACQUIRED ON VALUE
EXERCISE REALIZED
NAME (#) ($)(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------- ---------------- --------- ---------------- ----------- -------- ----------- ------------- ----------- -------------
Roger L. Dick 13,726 $33,31311,415 51,777 27,361 82,674 74,586 225,369
Ronald B. Davis -0- 65,614 -0- $11,48237,612 13,677 32,988 24,742

(1) Represents the aggregate fair market value on the date of exercise
(based on an estimated market value of $6.00 per share) of shares
acquired upon such exercise, minus the aggregate exercise or purchase
price of those shares.

(2) Represents the aggregate fair market value at December 31, 19961998 (based
on an estimated market value of $6.00$5.50 per share) of shares underlying
unexercised options held on that date, minus the aggregate exercise or
purchase price of those shares.

TRANSACTIONS WITH MANAGEMENT

The Bank has had, and expects to have in the future, banking
transactions in the ordinary course of business with certain of the Company's
and the Bank's directors and executive officers and their associates. All loans
included in such transactions were made on substantially the same terms,
including interest rates, repayment terms and collateral, as those prevailing at
the time for comparable transactions with other persons, and do not involve more
than the normal risk of collectibility or present other unfavorable features.

PROPOSAL 2: INCREASE IN NUMBER OF AUTHORIZED SHARES
OF COMMON STOCK

The Board of Directors of the Company voted to recommend to the
shareholders an amendment to Article II of the Company's Charter to increase by
14,000,000 the number of authorized shares of the Company's capital stock (the
"Amendment"). The Company presently has 6,000,000 shares authorized classified
as Common Stock. As of the Record Date, there were ________ shares of Common
Stock issued and outstanding. If the Amendment is approved by the shareholders,
all additional shares authorized by the Amendment would be classified as Common
Stock. The relative rights and limitations of the Common Stock would remain
unchanged under the Amendment. Holders of Common Stock do not have any
preemptive rights.

The Amendment has been recommended by the Board of Directors to assure
that an adequate supply of authorized, unissued shares is available for future
acquisitions and general corporate needs, such as future stock dividends, stock
splits, or issuance under stock-based benefit plans. There are currently no
plans or arrangements relating to the issuance of any of the additional shares
of the Common Stock to be authorized. If the Amendment is approved by the
shareholders, such shares would be available for issuance without further action
by the shareholders, unless required by the Company's Charter or bylaws or by
applicable law.

The issuance of additional shares of Common Stock may, among other
things, have a dilutive effect on earnings per share and on the equity and
voting power of existing holders of Common Stock. The issuance of additional
shares of Common Stock by the Company also may potentially have an anti-takeover
effect by making it more difficult to obtain shareholder approval of various
actions, such as a merger or removal of management.

The text of Article II of the Charter, as proposed to be amended, is as
follows:

"The Corporation shall have authority to issue a total of 20,000,000 shares of
capital stock which shall consist of Common Stock, $1.25 par value per share,
all of one class."

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 2 TO
AMEND THE CHARTER OF THE COMPANY TO INCREASE THE AUTHORIZED NUMBER OF SHARES

PROPOSAL 3: AMENDMENT OF EMPLOYEE STOCK OPTION PLAN

The 1996 Employee Stock Option Plan (the "Plan") was adopted by the
Company on February 20, 1996 and was approved by the shareholders at the annual
meeting held April 23, 1996. The general purpose of the Plan is to advance the
interests of the Company, or any company which is a subsidiary of the Company,
and its shareholders by providing key employees with a sense of proprietorship
and personal involvement in the development and financial success of the Company

and to encourage such employees to remain with and to devote their best efforts
to the Company. The Plan authorized the sale of an aggregate of 212,400 shares
of the Company's common stock, $1.25 par value per share ("Common Stock") upon
the exercise of options ("Options"). The number of shares authorized has been
increased from time to time as a result of stock dividends declared and paid by
the Company since the approval of the Plan. All of the Options authorized under
the Plan have been granted to key officers and employees of the Company. The
Plan shall remain in effect until the year 2006.

The Board of Directors has recognized the importance of the Plan in
fostering the purposes set forth in the Plan. Growth in the Company's personnel
as a result of the growth in assets of the Company has resulted in a need to
authorize additional Options pursuant to the provisions of the Plan. In January
1999, the Board of Directors authorized, subject to shareholder approval, the
issuance of an additional 600,000 Options pursuant to the provisions of the
Plan.

The Plan is administered by a committee of the Company's Board of
Directors who are not employees of the Company and who otherwise qualify as
"disinterested administrators" as defined in Rule 16(b)-3(c)(2)(i) under the
Securities Exchange Act of 1934. To be eligible to receive an Option under the
Plan, a person must be a full-time employee of the Company or any subsidiary of
the Company. The Committee has the discretion to cause any Option granted
pursuant to the Plan to be granted with the intent that it qualify for treatment
as an "incentive stock option" as defined in Section 422 of the Internal Revenue
Code, or with the intent that it be treated as a "nonqualified stock option".
Each Option is evidenced by a written agreement between the Company and the
Optionee. At the time of the grant, the Committee sets the Option price
applicable to the Option. That price must not be less than 100% of the fair
market value of the common stock of the Company on the date of grant.

The term of each Option shall be set by the Committee at the time the
Option is granted and except under particular circumstances shall not be more
than 10 years following date of grant of the Option. Under the Plan, the
Committee may require that an Option not be exercised until the Optionee has
completed a period of continuous, full time service in the employment of the
Company or a subsidiary following the date of grant as specified in each
Agreement with each Optionee. All options must be exercised for a whole number
of shares and may be paid for in cash or in other shares of the Common Stock of
the Company. Options are terminated if the Optionee's employment with the
Company is terminated for "cause" or the employee voluntarily terminates
employment (other than by reason of disability or retirement). In the case of an
Optionee whose employment with the Company is terminated for reasons other than
for "cause", any unexercised Option held by the Optionee may be exercised at any
time during a period of 90 days following the date of such termination (but not
later than the end of the Option term).

The Plan may be amended by the Board of Directors, upon recommendation
of the Committee, however no such amendment may be effected that increases the
aggregate number of shares of common stock which may be issued upon the exercise
of Options unless approved by the shareholders. Accordingly, in January 1999 the
Board of Directors adopted an amendment to the Plan, upon recommendation of the
Committee, to add an additional 600,000 shares of Common

Stock to be issued upon the exercise of Options under the Plan and proposes such
amendment to the shareholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" PROPOSAL 3 TO
AMEND THE EMPLOYEE STOCK OPTION PLAN

PROPOSAL 4: RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

The Board of Directors has appointed the firm of Dixon Odom & Co.,
L.L.P.,PLLC,
Certified Public Accountants, as the Company's independent accountants for 1997,1999,
and a proposal to ratify that appointment will be submitted for shareholder
approval at the Annual Meeting.

A representative of Dixon Odom & Co., L.L.PPLLC is expected to be present at the
Annual Meeting and available to respond to appropriate questions, and will have
the opportunity to make a statement if he desires to do so.

On August 31, 1996, the Company discontinued the services of McGladry &
Pullen, L.L.P. and engaged Dixon, Odom & Co., L.L.P. as the Company's
independent certified public accountants. In connection with McGladry & Pullen's
audits of the financial statements of the Company for the prior three fiscal
years, there were no disagreements with the Company on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure which, if not resolved to the satisfaction of McGladry & Pullen,
L.L.P., would have caused them to make reference to the subject of the
disagreement in connection with their report. In addition, during these periods
there was no adverse opinion or disclaimer of opinion or any modification of
opinion as to uncertainty, audit scope or accounting principles. The decision to
change accountants was approved by the Company's Board of Directors.

9
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF
THE APPOINTMENT OF DIXON ODOM & CO., L.L.P.PLLC AS THE COMPANY'S INDEPENDENT ACCOUNTANTS FOR
1997.1999

OTHER MATTERS

The Board of Directors knows of no other business that will be brought
before the Annual Meeting. Should other matters properly be presented for action
at the Annual Meeting, the Proxies, or their substitutes, will be authorized to
vote shares represented by appointments of proxy according to their best
judgment.

PROPOSALS OF SHAREHOLDERS

Any proposal of a shareholder which is intended to be presented at the
Company's 19982000 Annual Meeting must be received in writing by the Company at its
main office in Albemarle, North Carolina, no later than November 28, 1997,15, 1999, to be
considered timely received for inclusion in the proxy statement and appointment
of proxy to be distributed in connection with that meeting.

Any other proposal intended to be presented at the Company's 2000 Annual
Meeting must be received by the Company at its main office in Albemarle, North
Carolina, no later than February 21, 2000.

Nominations for directors must be submitted in writing to the Chief
Executive Officer of the Company for consideration by the Nominating Committee
by September 30, 1999.

12
ADDITIONAL INFORMATION

A COPY OF THE COMPANY'S 19961998 ANNUAL REPORT ON FORM 10-K10-KSB WILL BE
PROVIDED WITHOUT CHARGE TO ANY SHAREHOLDER ENTITLED TO VOTE AT THE ANNUAL
MEETING UPON THAT SHAREHOLDER'S WRITTEN REQUEST. REQUESTS FOR COPIES SHOULD BE
DIRECTED TO JUDY H. MILLERTAMARA M. SINGLETARY, SECRETARY, STANLYUWHARRIE CAPITAL CORP, 167134 NORTH
SECONDFIRST STREET, ALBEMARLE, NORTH CAROLINA 28001.

STANLY CAPITAL CORP

1996

ANNUAL REPORT TO SHAREHOLDERS

1113

*******************************************APPENDIX*************************************

APPENDIX

STANLYPRELIMINARY PROXY

UWHARRIE CAPITAL CORP

167134 NORTH SECONDFIRST STREET
ALBEMARLE, NORTH CAROLINA 28001

APPOINTMENT OF PROXY
SOLICITED BY BOARD OF DIRECTORS

The undersigned hereby appoints Roger L. Dick, Dawn L. Melton and Tamara
M. Singletary (the "Proxies"), or any of them, as attorneys and proxies, with
power of substitution, to vote all outstanding shares of the common stock of
StanlyUwharrie Capital Corp (the "Company") held of record by the undersigned on March
7, 1997,17, 1999, at the Annual Meeting of Shareholders of the Company to be held at the
Stanly County Agri-Civic Center at 26032 Newt Road, Albemarle, North Carolina,
at 7:304:00 p.m. on April 22, 1997,27, 1999, and at any adjournments thereof:

1. AMENDMENT OF ARTICLE I OF ARTICLES OF INCORPORATION: PROPOSAL TO CHANGE
THE NAME OF THE COMPANY TO "UWHARRIE CAPITAL CORP".

[ ] FOR [ ] AGAINST [ ] ABSTAIN

2. ELECTION OF DIRECTORS: Proposal to elect sevensix directors of the Company
for the-three year terms as indicated or until their successors are duly elected and
qualified.

[ ] FOR ALL NOMINEES LISTED BELOW [ ] WITHHOLD AUTHORITY
(EXCEPT AS INDICATED OTHERWISE TO VOTE FOR ALL NOMINEES
BELOW) LISTED BELOW

NOMINEES: Two year term: CYNTHIACynthia H. BEANE

Three year term: JOE S. BROOKS, RONALD T. BURLESON,
JAMES F. LINK, D.V.M., KENT E. NEWPORT,
GEORGE T. REAVES, A. JAMES RUSSELL

(INSTRUCTION:Beane [ ] FOR ALL EXCEPT
Kyle H. Josey
Joyce H. Little
W. Chester Lowder
B.A. Smith, Jr.
Douglas V. Waddell

INSTRUCTION: To withhold authority to vote for any individual
nominee,nominee(s), mark "FOR ALL EXCEPT" and write that nominee's namethe name(s) on the line
provided.)below.

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

2. AMENDMENT OF ARTICLES OF INCORPORATION TO INCREASE NUMBER OF AUTHORIZED
SHARES OF THE COMPANY TO 20,000,000 SHARES.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

3. AMENDMENT OF EMPLOYEE STOCK OPTION PLAN.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4. RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS: Proposal
to ratify the appointment of Dixon Odom & Co., L.L.P.,PLLC as the Company's
independent accountants for 1997.1999.

[ ] FOR [ ] AGAINST [ ] ABSTAIN

4.5. OTHER BUSINESS: The Proxies are authorized to vote the shares
represented by this Appointment of Proxy according to their best
judgment on such other matters as may be presented for action at the
Annual Meeting.

THE SHARES REPRESENTED BY THIS APPOINTMENT OF PROXY WILL BE VOTED BY THE
PROXIES IN ACCORDANCE WITH THE SPECIFIC INSTRUCTIONS ABOVE. IN THE ABSENCE OF
INSTRUCTIONS, THE PROXIES WILL VOTE SUCH SHARES "FOR" THE ELECTION OF EACH OF
THE NOMINEES LISTED IN PROPOSAL 21 ABOVE AND "FOR" PROPOSALS 12, 3 AND 34 ABOVE.
IF, AT OR BEFORE THE TIME OF THE MEETING, ANY OF THE NOMINEES LISTED IN PROPOSAL
21 FOR ANY REASON HAVE BECOME UNAVAILABLE FOR ELECTION OR UNABLE TO SERVE AS
DIRECTORS, THE PROXIES HAVE THE DISCRETION TO VOTE FOR A SUBSTITUTE NOMINEE OR
NOMINEES. THIS APPOINTMENT OF PROXY MAY BE REVOKED AT ANY TIME BEFORE IT IS
EXERCISED BY FILING WITH THE SECRETARY OF THE COMPANY AN INSTRUMENT REVOKING IT
OR A DULY EXECUTED APPOINTMENT OF PROXY BEARING A LATER DATE, OR BY ATTENDING
THE ANNUAL MEETING AND REQUESTING THE RIGHT TO VOTE IN PERSON.

Date: _____________________ , 1997

______________________________(SEAL)1999
--------------------------
(Date)

(SEAL)
--------------------------
(Signature)

______________________________(SEAL)(SEAL)
--------------------------
(Signature, if shares held jointly)

INSTRUCTION: PLEASE SIGN ABOVE EXACTLY AS
YOUR NAME APPEARS ON THIS APPOINTMENT OF
PROXY. JOINT OWNERS OF SHARES SHOULD BOTH
SIGN. FIDUCIARIES OR OTHER PERSONS SIGNING
IN A REPRESENTATIVE CAPACITY SHOULD INDICATE
THE CAPACITY IN WHICH THEY ARE SIGNING.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS
PROXY CARD IN THE ENCLOSED ENVELOPE.ENVELOPE