8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 4, 2004

FIRST CITIZENS BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	000-16471	56-1528994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3128 Smoketree Court Raleigh, North Carolina	27604
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (919) 716-7000

Item 4. Change in Registrant’s Certifying Accountant.

On August 4, 2004, our Audit Committee appointed Dixon Hughes PLLC as our independent accountants to audit our consolidated financial statements for 2004 and approved the terms of its engagement. Dixon Hughes PLLC will replace KPMG LLP which audited our financial statements for 2003 and has served as our independent accountants since 1991. The Committee approved the dismissal of KPMG LLP and the appointment of Dixon Hughes PLLC following the Committee’s consideration of four accounting firms, including KPMG LLP.

In connection with KPMG LLP’s audits during the two years ended December 31, 2002 and 2003, and through the date of the Committee’s action dismissing KPMG LLP, there have been no disagreements with KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to KPMG LLP’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on our financial statements.

KPMG LLP’s audit reports on our consolidated financial statements as of and for the years ended December 31, 2003 and 2002 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except as follows: KPMG LLP’s report on our consolidated financial statements as of and for the years ended December 31, 2003 and 2002, contained a separate paragraph stating that, “As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, ‘Goodwill and Other Intangible Assets,’ and Statement of Financial Accounting Standards, No. 147, ‘Acquisitions of Certain Financial Institutions.’”

During 2002 and 2003, and through the date of the Committee’s action dismissing KPMG LLP, there have been no “reportable events” requiring disclosure pursuant Item 304(a)(1)(v) of Regulation S-K.

Item 7. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit accompanies this Report:

Exhibit No.	Exhibit Description
16.1	Copy of letter from KPMG LLP

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, we have duly caused this Report to be signed on our behalf by the undersigned thereunto duly authorized.

	FIRST CITIZENS BANCSHARES, INC.
	(Registrant)
Date: August 11, 2004	By:	/S/ Kenneth A. Black
		Kenneth A. Black
		Vice President and Chief Financial Officer

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EX-16.1

Exhibit 16.1

[KPMG LLP Letterhead]

August 10, 2004

Securities and Exchange Commission

Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for First Citizens BancShares, Inc. (“FCB”) and, under the date of February 20, 2004, we reported on the consolidated financial statements of FCB as of and for the years ended December 31, 2003 and 2002. On August 4, 2004, our appointment as principal accountants was terminated. We have read First Citizens BancShares Inc.’s statements included under Item 4 of its Form 8-K dated August 4, 2004, and we agree with such statements, except that we are not in a position to agree or disagree with the description of the appointment by the Audit Committee of Dixon Hughes PLLC.

Very truly yours,

/S/ KPMG LLP