FIRST CITIZENS BANCSHARES INC /TN/, 8-K, 1994-11-22

FIRST CITIZENS BANCSHARES INC /TN/
8-K, 1994-11-22
STATE COMMERCIAL BANKS
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                    SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20569

                                 FORM 8-K

                              CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of
                    the Securities Exchange Act of 1934

Date of Report November 22, 1994        Commission File Number 2-83542
       (Date of earliest event reported)



                         FIRST CITIZENS BANCSHARES, INC.
             (Exact name of registrant as specified in its charter)


          TENNESSEE
(State or other jurisdiction of                62-1180360
incorporation or organization)        (I.R.S. Employer Identification No.)


P. O. Box 370
Court Street, Dyersburg, Tennessee                         38024
(Address of Principal Executive Offices)                 (Zip Code) 


        Registrant's telephone number, including area code (901) 285-4410


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Item 4.  Changes in Registrant's Certifying Accountants.

The firm of Carmichael, Enoch & Associates serves First 
Citizens Bancshares, Inc. and First Citizens National Bank 
as principal auditor.  Effective Monday, November 21, 1994 
the name of the accounting firm will change to Carmichael & 
Associates due to one of the partners' (Enoch) decision to
form a separate firm.  The change has no affect to either 
Bancshares or First Citizens since Mr.Carmichael, principal 
partner in charge of Bank Audits will remain as principal 
owner of the firm and will continue to serve as principal 
auditor for Bancshares, and First Citizens.  CPA Carmichael 
has served as principal auditor for First Citizens National 
Bank and First Citizens Bancshares, Inc. since 1981 and  
1986 respectively.  



                         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.

                           FIRST CITIZENS BANCSHARES, INC.



                           ________________________________
                           Stallings Lipford, Chairman and
                           Chief Executive Officer 




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November 18, 1994



Securities and Exchange Commission
Washington, DC 20569

Dear Sir:

I am in complete agreement with the content of and representations made in 
item 4 - Changes in Registrant's Certifying Accountants - statement made in 
Form 8-K filed on November 22, 1994, by First Citizens Bancshares, Inc.

Sincerely,



/s/A. Steven Carmichael