As filed with the Securities and Exchange Commission on July 9, 1996

                                                     Registration No. 33-82052



                     SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549

                          POST-EFFECTIVE AMENDMENT NO. 1
                                      TO
                                   FORM S-8
                             REGISTRATION STATEMENT
                                    UNDER
                           THE SECURITIES ACT OF 1933




                        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
         incorporation or organization)                Identification No.)

	                         

                           Post Office Box 151
                           239 Fayetteville Street Mall
                           Raleigh, North Carolina 27601
        (Address of principal executive offices, including Zip Code)



                     1994 EMPLOYEE STOCK PURCHASE PLAN
                        (Full title of the plan)

	                         

                             KENNETH A. BLACK
                             First Citizens BancShares, Inc.
                             Post Office Box 151
                             239 Fayetteville Street Mall
                             Raleigh, North Carolina  27601
                            (Name and address of agent for service)

                                  (919) 755-7336
         (Telephone number, including area code, of agent for service)

                             Copy to:
                             DAVID L. WARD, JR., Esq.
                             RAYMOND W. HINES, Esq.
                             Ward and Smith, P.A.
                             1001 College Court
                             Post Office Box 867
                             New Bern, North Carolina 28563
                                 (919) 633-1000

	                         


        This Post-effective Amendment No. 1 is being filed pursuant the
        authority contained in Rule 478 under the Securities Act of 1933, and to
        the undertaking contained in Part II of Registrant's Registration
        Statement on Form S-8 (No. 33-82052) (the "Registration Statement") to
        remove from registration by means of a post-effective amendment any
        shares of Registrant's Class A common stock (the "Stock") which remained
        unsold at the termination of the offering to which the Registration
        Statement relates.

        The Registration Statement covers an aggregate of 1,000,000 shares of
        the Stock which could be issued and sold to employees of Registrant and
        its subsidiaries upon the exercise of purchase options ("Options")
        granted pursuant to Registrant's 1994 Employee Stock Purchase Plan (the
        "Plan").  The Plan expired on June 30, 1996 (the "Expiration Date") at
        which time all outstanding Options also expired to the extent such
        Options previously had not been exercised.  As of the Expiration Date,
        an aggregate of 170,690 shares of Stock had been purchased from the
        Registrant under the Plan pursuant to the exercise of Options, and an
        aggregate of 829,310 shares of Stock remained available for purchase
        under the Plan pursuant to the exercise of Options.  Registrant hereby
        removes those 829,310 shares of the Stock from registration.



        SIGNATURES

        Pursuant to the requirements of the Securities Act of 1933, the
        Registrant certifies that it has has duly caused this Post-Effective
        Amendment No. 1 to Registrant's Registration Statement on Form S-8  to
        be signed on its behalf by the undersigned, thereunto duly authorized,
        in the City of Raleigh, State of North Carolina, on July 5, 1996.

					FIRST CITIZENS BANCSHARES, INC.
					(Registrant)



                                        By:/S/ Kenneth A. Black
					   Kenneth A. Black
					   Vice President, Treasurer and
					     Chief Financial Officer