10-Q/A

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


                               FORM 10-Q



           Quarterly Report Pursuant to Section 13 or 15(d) of
                  The Securities Exchange Act of 1934

                   For the period ended  September 30, 1996

                    Commission File Number:  0-16471



                   First Citizens BancShares, Inc
        (Exact name of Registrant as specified in its charter)


            Delaware                                56-1528994
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
incorporation or organization)


           239 Fayetteville Street, Raleigh, North Carolina      27601
           (Address of principal executive offices)           (zip code)


                             (919) 755-7000
            (Registrant's telephone number, including area code)




Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past ninety days.

                          Yes    X           No  _____


Class A Common Stock--$1 Par Value-- 9,651,900 shares
Class B Common Stock--$1 Par Value-- 1,759,329 shares
(Number of shares outstanding, by class, as of November 13, 1996)


                               INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Consolidated Balance Sheets at
          September 30, 1996,  December 31, 1995, and September 30, 1995


          Consolidated Statements of Income for the nine-month
          periods ended September 30, 1996, and September 30, 1995,



          Consolidated Statements of Changes in Shareholders' Equity
          for the nine-month periods ended September 30, 1996,
          and September 30, 1995



          Consolidated Statements of Cash Flows for the nine-month
          periods ended September 30, 1996, and September 30, 1995


          Note to Consolidated Financial Statements


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations
          


PART II.  OTHER INFORMATION


Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.  None.

          (b)  Reports on Form 8-K.  During the quarter ended
               September 30, 1996, Registrant filed no Current Reports
               on Form 8-K.





                                       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 thereunto duly authorized.


                                              FIRST CITIZENS BANCSHARES, INC.
                                                      (Registrant)


Dated:  November 13, 1996                     By:
                                              Kenneth A. Black
                                              Vice President, Treasurer,
                                              and Chief Financial Officer

First Citizens BancShares, Inc and Subsidiaries
Third Quarter 1996



These documents are being submitted to include the Financial Data Schedule that
was not originally transmitted along with the September 30-, 1996 Form 10-Q.

January 6, 1997

EX-27

 

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