FIRST CITIZENS BANCSHARES INC /TN/
10-Q, 1995-05-12
STATE COMMERCIAL BANKS
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      <PAGE>1 
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549



                                    FORM 10-Q

                  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter ended March 31, 1995      Commission File Number 0-11709

                         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

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 3 months and (2) has been subject to such
filing requirements for the past 90 days.     Yes X   No         

Of the registrant's only class of common stock ($1.00 par value) there were
720,841 shares outstanding as of March 31, 1995 (net of treasury stock).
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      <PAGE>2














                       PART I -FINANCIAL INFORMATION

                       ITEM 1 - FINANCIAL STATEMENTS

<PAGE>
      <PAGE>3
                            FIRST CITIZENS BANCSHARES, INC.
                                    AND SUBSIDIARY
                              CONSOLIDATED BALANCE SHEET



                                                    March 31,     December 31,
                                                      1995            1994 
                                                   (Unaudited)       (Note)
ASSETS

Cash and due from banks                             $8,752,000    $9,784,000
Federal funds sold                                  $2,500,000    $2,900,000
Investment securities
 Trading Investments-stated at market                       $0            $0
 Held to maturity-amortized cost-fair value of     $56,221,000   $47,295,000
 $55,392,000 at March 31, 1995 and $45,151,000
 at December 31, 1994.
 Available for sale-stated at market               $19,333,000   $16,874,000
Loans (Excluding unearned income of $1,502,000
  at March 31, 1995 and $1,334,000
  at December 31, 1994)                           $174,450,000  $168,781,000
Less: Allowance for loan losses                     $2,115,000    $2,054,000
  Net Loans                                       $172,335,000  $166,727,000
Premises and equipment                              $8,584,000    $8,392,000
Other assets                                        $5,166,000    $4,715,000

     TOTAL ASSETS                                 $272,891,000  $256,687,000


LIABILITIES AND STOCKHOLDERS EQUITY

Deposits                                          $221,836,000  $209,480,000
Securities sold under agreements 
  to repurchase                                    $17,220,000   $16,950,000 
Long term debt-note 3 (includes long term FHLB)     $6,783,000    $4,125,000 
Other liabilities                                   $2,313,000    $2,253,000
     TOTAL LIABILITIES                            $248,152,000  $232,808,000

Contingent liabilities--See Note 5

Stockholders' equity
  Common stock, $1 par value-2,000,000 authorized;
  720,842 issued and outstanding at March
  31, 1995; 714,824 issued and outstanding at 
  Dec 31, 1994                                       $721,000       $715,000
Surplus                                            $9,222,000     $9,000,000
Retained earnings                                 $14,850,000    $14,423,000  
Net unrealized gains (losses) on available 
  for sale                                           ($54,000)     ($259,000)
     Total common stock and retained earnings     $24,739,000    $23,879,000
Less-treasury 1 share, at cost at March 31, 
  1995 and 3 at December 31, 1994                          $0             $0
    TOTAL STOCKHOLDERS' EQUITY                    $24,739,000    $23,879,000

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $272,891,000   $256,687,000

NOTE: The balance sheet at December 31, 1994 has been taken from the audited
financial statements at that date and condensed. 
<PAGE>
      <PAGE>4

                             FIRST CITIZENS BANCSHARES, INC.
                                    AND SUBSIDIARY
                           CONSOLIDATED STATEMENT OF INCOME
                                      (UNAUDITED)
    

    
                                               Three Month Periods Ended
                                               March 31,       March 31,
                                                 1995            1994

     INTEREST INCOME 
Interest and fees on loans                     $4,020,000     $3,275,000
Interest on investment securities:
  Taxable                                      $1,020,000       $707,000
  Tax-exempt                                     $125,000       $146,000
Other interest income                             $45,000        $55,000
Lease financing income                             $1,000         $1,000
     TOTAL INTEREST INCOME                     $5,211,000     $4,184,000

     INTEREST EXPENSE 
Interest on deposits                           $2,258,000     $1,600,000
Other interest expense                           $269,000       $147,000
     TOTAL INTEREST EXPENSE                    $2,527,000     $1,747,000

     NET INTEREST INCOME                       $2,684,000     $2,437,000

Provision for loan losses                         $65,000        $99,000

   Net interest income after provision         $2,619,000     $2,338,000

     Other Income 
Securities gains (losses)                          $7,000             $0
Other income                                     $647,000       $948,000
     Total Other Income                          $654,000       $948,000

Other expenses                                 $2,308,000     $2,116,000

     Net income before income taxes              $965,000     $1,170,000
Provision for income taxes                       $322,000       $343,000
     Net Income                                  $643,000       $827,000

     Earnings Per Share                             $0.90          $1.17 
  Weighted average number of shares outstanding    717079         706798 


The accompanying notes are an integral part of these financial statements.
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      <PAGE>5

                         FIRST CITIZENS BANCSHARES, INC.
                                 AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)


    
                                            Three Months Ended March 31
                                           1995        1994          1993
    
OPERATING ACTIVITIES

Net cash provided by 
 operating activities                   $525,000      $528,000    $1,475,000

INVESTING ACTIVITIES

Proceeds of maturities of securities          $0            $0    $6,677,000
Proceeds from sales of 
  investment securities                       $0            $0            $0
Purchase of investment securities             $0            $0  ($8,037,000)
Proceeds of maturities of held to
  maturity securities                 $1,149,000    $8,024,000            $0
Purchase of held to maturity
  investments                       ($10,000,000)  ($5,340,000)           $0
Proceeds from maturities of 
  available for sale securities               $0            $0            $0
Proceeds from sales of available
  for sale securities                         $0            $0            $0
Purchase of available for sale 
  securities                         ($2,133,000)  ($2,000,000)           $0
Increase in loans-net                ($5,673,000)  ($3,500,000)  ($3,495,000)
Purchases of premises and equipment    ($594,000)    ($420,000)    ($112,000)

 Net Cash provided by 
  investing activities              ($17,251,000)  ($3,236,000)  ($4,967,000)


FINANCING ACTIVITIES

Net Increase (Decrease) in Demand 
  and Savings Accounts               ($4,430,000)     $625,000   ($2,882,000)
Increase (Decrease) in Time Accounts $16,786,000      $766,000     ($917,000)
Increase (Decrease) in Long term Debt $2,658,000    $2,295,000      ($33,000)
Treasury Stock Transactions                   $0       $52,000            $0
Proceeds from Sale of Common Stock      $228,000       $20,000       $38,000
Cash Dividends Paid                    ($218,000)    ($188,000)    ($169,000) 
Net Increase (Decrease) in 
 Short Term Borrowings                  $270,000      $946,000      $200,000

Net Cash provided (used) by 
  Financing Activities               $15,294,000    $4,516,000   ($3,763,000)

Increase (Decrease) in Cash and 
  Cash Equivalents                   ($1,432,000)  ($1,808,000)  ($7,255,000)

Cash and Cash Equivalents at 
  beginning of year                  $12,684,000   $13,608,000   $17,291,000

Cash and Cash Equivalents at 
  end of year                        $11,252,000   $15,416,000   $10,036,000


Cash Payments made for interest and
 Income taxes during the years presented
 are as follows:

                 1995          1994      1993
Interest      $2,233,000   $1,836,000  $1,933,000
Income Taxes    $237,000      $65,000    $261,000


The accompanying notes are an integral part of these financial 
statements.
<PAGE>
      <PAGE>6

               FIRST CITIZENS BANCSHARES, INC.,
                        AND SUBSIDIARY
          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (UNAUDITED)
                        MARCH 31, 1995


NOTE 1-CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of March 31, 1995, the consolidated
statements of income for the three month periods ended March 31, 1995,
1994, and 1993, and the consolidated statements of cash flows for the three
month periods then ended have been prepared by the company without an
audit. The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements. 
In the opinion of management, all adjustments necessary to present fairly
the financial position, results of operations and cash flows at March 31,
1995 and for all periods presented have been made.  Operating results for
the reporting periods presented are not necessarily indicative of the
results that may be expected for the year ended December 31, 1995.  For
further information, refer to the consolidated financial statements and
footnotes thereto included in the company's annual report on Form 10-K for
the year ended December 31, 1994.

NOTE 2-ORGANIZATION

First Citizens Bancshares, Inc., is a Bank Holding Company chartered on
December 14, 1982, under the laws of the State of Tennessee.  On September
23, 1983 all of the outstanding shares of common stock of First Citizens
National Bank were exchanged for an equal number of shares in First
Citizens Bancshares, Inc.

NOTE 3-LONG TERM DEBT

Long term debt for the periods ending March 31 consists of Federal Home
Loan Bank Borrowings with an average life of 10 years.  These borrowings
are maturity matched with specific loans and investments.  The average
volume, rate and maturity is as follows:

                            Average       Average           Average
                             Volume         Rate            Maturity

FHLB Borrowings            $4,488,000        5.71%          10 years

NOTE 4-STATEMENT OF CASH FLOWS


                                   March      March       March
                                   1995       1994        1993 
Actual payments made 
  during the periods:
 Income taxes                    $237,000    $65,000    $261,000
 Interest                      $2,233,000 $1,836,000  $1,933,000

NOTE 5-CONTINGENT LIABILITIES

There are no material pending litigations as of the current 
reportable date.

NOTE 6-INVESTMENT SECURITIES

The differences between book values of investment securities and 
market values at March 31, 1995 and March 31, 1994, total ($829,000) 
and ($145,000) respectively.  FASB 115 requires banks to classify 
securities into held to maturity, available for sale, and trading.  First
Citizens has $0 in the trading account.  Available for sale securities 
values are adjusted to market quarterly and adjustments flow to the capital
section (net of tax).  Held to maturity securities are stated at amortized 
cost.  Available for sale securities reflect a negative ($90,000) decrease the
first quarter of 1995 resulting in a net of tax decrease to capital of $54,000.
These movements fluctuate with increases or decreases in interest rates. 
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      <PAGE>7

               FIRST CITIZENS BANCSHARES, INC.,
                        AND SUBSIDIARY
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                          (UNAUDITED)
                        MARCH 31, 1994

NOTE 6-INVESTMENT SECURITIES (continued)

FASB 119 effective January 1, 1995 will require banks to identify and
closely monitor Derivative products held in investment portfolio and to
disclose mark downs in book value that will have a material effect on the
balance and income statements.  Derivatives listed in the following table
comprise $14,919,000 of the First Citizens Investment Portfolio and are
classified primarily as Government Backed Investments bearing short
maturities.  Also listed is a comparison of Book to Market Value reflecting
no material difference.  There are no future plans to increase the bank's
exposure by purchasing additional derivatives.

The derivatives at First Citizens consist of:

Stated in ($000)              Book         Market

CMO's                         6464          6201
Strip Coupons                  490           477
Structured Notes              7965          7716

Total                        14919         14394


NOTE 7-REGULATORY CAPITAL REQUIREMENTS

Regulatory agencies impose certain minimum capital requirements on both
First Citizens Bancshares, Inc., and First Citizens National Bank. On
December 16, 1988, the Federal Reserve Board approved the Risk Based 
Capital Guidelines for Bank Holding Companies.  Presently, the Holding
Company and First Citizens National Bank exceed the required minimum
standards set by the Regulators.

NOTE 8-DEFERRED INCOME TAXES

First Citizens adopted FASB 109 as of January 1, 1993.  The deferred tax
liability account reflects a total balance of $101,000.  The timing
differences mainly consist of Reserve for Loan Loss Deductions.

NOTE 9-OTHER BORROWINGS AND DEBT 

There were no short term borrowings as of March, 1995.

NOTE 10-OTHER INCOME

The Jackson Tennessee property was sold for a gain of $297,000 during first
quarter of March, 1994.  The net of tax effect was $178,000 or $.25 per
share.

NOTE 11-RESERVE FOR LOAN LOSSES

FASB 114 (Accounting by creditors for impairments of loans).  Effective
date is fiscal years beginning after December 15, 1994.  FASB 114 requires
a bank to recognize impairment of a loan if the present value of expected
future cash flows discounted at the loan's effective interest rate (or
alternatively, the observable market price of the loan or the fair value of
the collateral) is less than the recorded investment.  If the fair value
used is at least equal or greater than the recorded amount, there is no
impairment.  Impaired loans are usually considered loans in non-accrual
status, 90 days or more past due that will not pay full interest and
principal due, or have been classified as a problem loan.  First Citizens
National Bank has implemented procedures that capture average balances of
impaired loans, interest income associated with impaired loans, and
allocations made to the reserve for loan losses associated with impaired
loans.  As a result of the implementation of FASB 114, $198,000 was
allocated to the Reserve Account at 3/31/95.
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      <PAGE>8

FASB 118 (Accounting by creditors for impairment of a loan - Income
recognition and disclosures) amends FASB Statement 114 to allow a creditor
to use existing methods for recognizing interest income on impaired loans. 
Implementation of procedures discussed in FASB 114 includes accounting
requirements for income recognition on impaired loans.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
               RESULTS OF OPERATIONS

The purpose of the following discussion is to address significant 
changes in income and expense accounts when compared to the quarter ending
March 31, 1994.  Reference should be made to the Financial Statements
included as ITEM 1 for a more thorough understanding of the analysis.  The
discussion relates mainly to activities of First Citizens National Bank
(First Citizens) in its banking business.  However, the consolidated
statements of income reflect activities of both First Citizens and First
Citizens Bancshares, Inc. (Bancshares).  Limited activities to date by the
Holding Company do not materially affect the income report.

The year of 1995 is proving to be a time of planning and implementation,
laying the foundation for growth and profitability in future years.  In
January, the purchase of our Ripley Branch was finalized, adding $8,000,000
to deposit totals and providing a physical presence in Lauderdale County. 
Imaging Statements are expected to be available to our customers during the
third quarter, 1995.  It is also expected that the bank will announce the
selection of a Debit Card product during the second quarter of 1995.  A
Teller Platform "TellerPro Plus" Application purchased from Southern Data
Systems, Roswell Georgia is also scheduled for installation during 1995. 
In November, 1994 a grand opening was held at the Industrial Park Branch. 
The Industrial Park Branch was constructed to provide a convenient service
location to the bank's existing and potential customers employed at various
plants located in the Dyersburg/Dyer County Industrial Park.  An analysis
of customer and work flow volumes indicates a continuous steady growth in
existing and new business.  

Multiple changes in the financial services industry continue to offer both
opportunity and challenge.  Interstate banking/branching became a reality
by legislation passed September 13, 1994.  The Act permits full nationwide
interstate banking one year from enactment and authorized interstate
branching after June 1, 1997.  Methods by which regulators measure bank's
compliance with the Community Reinvestment Act will be changing in the
coming year.  First Citizens takes pride in having received an
"Outstanding" rating on the most recent CRA examination, and has every
intention of maintaining this designation.  The Board, Management and Staff
are committed to providing products and services which meet the financial
needs of all segments of the communities we serve.

A comparison of net income for first quarter 1995 ($643,000) and 1994
($827,000) is distorted by an after tax profit in 1994 of $178,000 derived
from the sale of other real estate in Madison County, Tennessee.  Excluding
this profit, first quarter earnings for both years were comparable. 
Another factor affecting first quarter earnings was increased operating
expenses of approximately $192,000 in the categories of professional fees,
marketing, and salary cost incurred as a result of opening both the
Industrial Park and Ripley Branches.  The decision to expand our branch
network will increase operating costs short term.  The long term growth in
loans and deposits will enhance future profitability of the bank.  An
analysis of Interest Expense when comparing March '95 to the same time
period in '94 reflects an increase of $780,000.  Increases in Interest
Expense was offset with additional net interest income totaling $1,027,000
derived from higher volumes within the loan and investment portfolios.  A
quality loan portfolio also allowed for a reduction in the provision for
loan losses, despite continued growth.

Earnings per share at 3/31/91 was $.90 compared to $.89 (excluding income
received from the sale of the Madison County Property) at 12/31/94. 
Weighted Average Number of Shares Outstanding changed from 706,798 at year
end '94 to 717,079 at 3/31/95.  Shares were issued from previously
authorized unissued stock to satisfy the requirements of the Dividend
Reinvestment and Quarterly Stock Purchase Plan.  In February, 1995 the
Board of Directors in consideration of shareholders interest, made a
decision to suspend the Optional Stock Purchase Plan effective March 31,
1995.  The decision to suspend was based on inability to purchase stock
from the market place to meet the demands of the program thereby issuing
purchased shares from previously authorized and unissued stock.       
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      <PAGE>9

Total Assets grew 6.27% during the first quarter, ending the period at
$272,891,000.  Loans increased $5,669,000 or 3.35% while investments grew
$8,900,000 or 11.4%.  Total Liabilities were up $15,344,000 or 6.60% when
comparing March 31, 1995 to December 31, 1994 consisting of (1) deposit
growth of $12,356,000 and (2) additional borrowings from the Federal Home
Loan Bank totaling $2,658,000.  

A review of the statement of changes in Stockholders' Equity reflects
increases in all categories.  Favorable moves in the bond market during the
first quarter caused a net of tax increase totaling $205,000 to the capital
account.  Net Unrealized Gains (Losses) on Available for Sale changed from
a loss of $259,000 at 12/31/94 to a loss of only $54,000 at 3/31/95.

The following table compares year-to-date non-interest income, and expense
of First Citizens as of March 31, 1993, 1994 and 1995:

                                            Non-Interest Income
                                              (in thousands)
                                                 March 31
                                             
                                        % of                % of
                              1995     Change    1994      Change   1993
Service Charges on Deposit    
  Accounts                    $272     (5.23%)   $287     16.67%    $246
Other Income                  $214    (59.92%)   $534     46.70%    $364
Trust Income                  $168     32.28%    $127     41.11%    $ 90
TOTAL NON-INTEREST INCOME     $654    (31.01%)   $948     35.43%    $700


Total Non-Interest Income decreased approximately $294,000 or 31.01% when
comparing 1995 to 1994.  The decrease is primarily attributed to a non-
recurring gain of $297,000 to other income derived from the sale of other
real estate in 1994.  Service charge income from the processing of  demand
deposit accounts is down $15,000 due to the introduction of a free checking
account product the last half of 1994.  The loss of income is projected to
be offset with increased commissions received from the sale of personal
checks and overdraft income.  Overdraft income is up approximately $13,000
when comparing 3/31/95 to 3/31/94.  In March, 1995 the bank signed a
software agreement with Banking Solutions, Dallas Texas to offer an
improved processing solution for accounts receivable factoring.  Under the
new program accounts receivable volumes are projected to increase from
$88,000 to $120,000 in approximately 90 days.  Additional fee income
received from increased volumes will add significantly to other income. 
Trust income reflects positive changes of 41.11% and 32.28% when reviewing
the years under comparison.

                                           Non-Interest Expense
                                              (in thousands)
                                                 March 31
                                         % of               % of 
                            1995      Change    1994     Change     1993
Salaries & Employee            
 Benefits                  $1,233     5.11%    $1,173     4.64%   $1,121   
Net Occupancy Expense      $  203    28.48%    $  158     8.97%   $  145   
Other Operating Expense       872    11.08%    $  785    (2.61%)  $  806  
TOTAL NON-INTEREST EXPENSE $2,308     9.07%    $2,116     2.12%   $2,072 

Total Non-Interest Expense reflects a 9.07% change when comparing 1995 to
1994 after indicating a 2.12% change when comparing 1994 to 1993.  A 28.48%
change in net occupancy expense is attributed to the cost of opening two
branches within the last 6 months as well as the purchase of equipment and
software associated with the installation of POD and Statement Imaging and
Teller Platform Applications.  Other expenses also increased due to
additional cost incurred in professional fees and marketing programs
associated with the acquisition of the Ripley Branch.  FDIC Insurance cost
increased in proportion to increases in insured deposits. 

Salaries and benefits reflect a continuous effort to increase salaries and
benefits at a manageable level while reducing FTE to be more in line with
peer group levels.  Full time equivalent employees as of March 31, 1995 was
151.64 compared to 145 as of March 31, 1994 and 151 in 1993.   FTE
increased due to (1)  the employment of 4 fulltime employees to staff the
Ripley Branch and 4 fulltime and 2 parttime employees to staff the
Industrial Park Branch; and (2) the employment of 4 parttime tellers to
complete the bank's teller training program.  Parttime tellers are hired, 

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      <PAGE>10

trained in a comprehensive one month training program, then used to fill
vacancies created by leave of absence or peak customer volumes and special
projects requiring additional staff.  Procedures are in place to
continuously monitor the fulltime equivalent in order to maintain staffing
levels comparable to peer group banks.  However, it is conceivable that the
FTE ratio will remain higher than peer group banks because of increased
staff necessary to support extended banking hours and additional services
offered to our customers that are not offered by many peer group banks. 
Additional services include a Trust Department, in-house Data Processing
and a Mortgage Lending Department.  Fulltime equivalent when compared to
total assets is 2.02 at 3/31/95 compared to 1.46 peer group banks.  

                           DEPOSITS

     The average daily amount of deposits and average rates paid on such
deposits are summarized for the quarters ending March 31 for the years
indicated:

                                               COMPOSITION OF DEPOSITS
                                       (in thousands)
                       1995                 1994                   1993
                 Average   Average   Average     Average     Average  Average
                 Balance     Rate    Balance       Rate      Balance     Rate
Non Interest
Bearing Demand
Deposits         $ 25,465        -    $ 24,667       -     $ 21,093        -    

Savings Deposits $ 65,650     2.96%   $ 65,730     2.54%   $ 65,019     2.57%   

Time Deposits    $126,852     5.59%   $104,718     4.51%   $104,456     4.72%   

TOTAL DEPOSITS   $217,967     4.64%   $195,115     3.58%   $190,568     3.84%   

Total deposits grew approximately $22.8 million when comparing 1995 to 1994. 
Growth is attributed to rising interest rates and the purchase of $8,000,000 in
deposits held by the newly acquired Ripley Branch.  An analysis of prior years
is reflective of customer response to low interest rates paid on deposits and
their reluctance to recommit funds into bank Certificates of Deposits.  Time
deposit totals are $126,852 at 3/31/95 compared to $104,718 and $104,456 in 1994
and 1993.  The average rate paid on time deposits during the quarter was 4.64%
compared to 3.58% and 3.84% in prior years.  

Demand deposit accounts have remained relatively flat when comparing 1995 and
1994.  However, "Sweep Account Funds" totaling approximately $10 million are not
included in average balances for Non Interest Bearing Demand Deposits.   The
"Sweep Account" is a product offered to large balance customers which provides
for funds to automatically sweep daily from a demand deposit account into an
overnight repurchase agreement.  This affords commercial customers the
opportunity to earn interest on excess collected funds while providing
availability of adequate funds to clear large denomination checks when 
presented for payment.  The sweep account balances as of March 31, 1994 and 
1993 were $13,084,636 and $16,144,000.  

The following tables set forth the maturity distribution of Certificates of
Deposit and other time deposits of $100,000.00 or more outstanding on the
books of First Citizens on March 31, 1995.  The overall totals were
virtually unchanged from 1994 totals.  

          Maturity Distribution Of Time Certificates Of Deposit
    In Amounts of $100,000.00 Or More As Of March 31, 1995

                                  (in thousands) 
                Maturity                                 Total Amount
            3 months or less                               $ 4,232
            3 through 6 months                             $ 6,022
            6 through 12 months                            $ 4,279
            over 12 months                                 $ 5,089
                                                Total      $19,622

A summary of average interest earning assets and interest bearing
liabilities is set forth in the following table together with average
yields on the earning assets and average costs on the interest bearing
liabilities.  Interest earning assets as of 3/31/95 were $242,023 at an
average rate of 8.57% compared to $215,575 average rate of 7.75% at 3/31/94
and $213,488 with an average rate of 8.19% at 3/31/93.  Interest Bearing 
<PAGE>
      <PAGE>11

Liabilities totaled $215,122 at 3/31/95 with an average rate of 4.70%
compared to $189,347 average rate of 3.70% and $192,698 average rate of
3.80% at 3/31/94 and 3/31/93 respectively.  Net Yield on Average Earning
Assets (annualized) was 4.39%, 4.50% and 4.76% at 3/31/95, '94, and '93
respectively.   During the last half of 1994 and first quarter of '95
interest rates started to climb causing net interest margins to shrink. 
Maintaining net interest margins achieved in prior years could prove
difficult if interest rates continue to rise in 1995.  Sound
asset/liability management policies are in place to protect the company 
from the negative effects of volatile swings in interest rates.

<TABLE>
                                            First Citizens National Bank
                                               Quarter Ending March 31
                                     Monthly Average Balances and Interest Rates
                                                    (in thousands)
<CAPTION>
                           1995                          1994                       1993 
                     Average         Average  Average           Average Average          Average
                     Balance Interest   Rate  Balance Interest     Rate Balance Interest   Rate
<S>                    <C>       <C>     <C>    <C>       <C>     <C>     <C>       <C>     <C>
ASSETS
INTEREST EARNING
  ASSETS:
  Loans (1)(2)(3)     $167,931  $4,019  9.57%  $149,378  $3,274  8.77%  $132,481  $3,223  9.73%  
 
Investment Securities:
  Taxable             $ 60,262  $  997  6.61%  $ 47,168  $  707  6.00%  $ 67,381  $1,012  6.00%  
  Tax Exempt (4)      $ 10,814  $  125  4.62%  $ 13,005  $  146  4.49%  $  9,097  $   98  4.31%  
Interest Earning
  Deposits            $    163  $    2  4.91%  $    199  $    1  2.01%  $    184  $    1  2.17%  
 
Federal Funds Sold    $  2,819  $   42  5.96%  $  5,765  $   47  3.26%  $  4,262  $   34  3.19%  
 
Lease Financing       $     34  $    1 11.76%  $     60  $    1  6.67%  $     83  $    2  9.64%  
 
Total Interest
  Earning Assets      $242,023  $5,186  8.57%  $215,575  $4,176  7.75%  $213,488  $4,370  8.19%  
 
NON-INTEREST
  EARNING ASSETS:
Cash and Due From
  Banks               $  9,342  $    -     -%  $  8,579  $    -     -%  $  7,830  $   -      -%
 
Bank Premises and
  Equipment           $  8,503  $    -     -%  $  7,985  $    -     -%  $  7,979  $   -      -%   
 
Other Assets          $  3,936  $    -     -%  $  3,217  $    -     -%  $  3,776  $   -      -%    

Total Assets          $263,804  $    -     -%  $235,356  $    -     -%  $233,073  $   -      -%    

LIABILITIES AND
 SHAREHOLDERS' EQUITY:
INTEREST BEARING

LIABILITIES:
Savings Deposits      $ 65,650  $  485  2.96%  $ 65,730  $  418  2.54%  $ 65,019  $  418  2.57%  
  
Time Deposits         $126,852  $1,773  5.59%  $104,718  $1,182  4.51%  $104,456  $1,233  4.72%  
  
Federal Funds
 Purchased and 
 Other Interest 
 Bearing Liabilities  $ 22,620  $  269  4.76%  $ 18,899  $  151  3.20%  $ 23,223  $  178  3.06%  
 
Total Interest
 Bearing Liabilities  $215,122  $2,527  4.70%  $189,347  $1,751  3.70%  $192,698  $1,829  3.80%  
<PAGE>
    <PAGE>12


 NON-INTEREST
BEARING LIABILITIES:
Demand Deposits       $ 25,465   $  -     -%   $ 24,625   $  -     -%   $ 21,029   $  -     -%   
 
Other Liabilities     $  1,599   $  -     -%   $  1,691   $  -     -%   $  1,731   $  -     -% 
                    
Total Liabilities     $242,186   $  -     -%   $215,663   $  -     -%   $215,458   $  -     -%   

SHAREHOLDERS'
  EQUITY              $ 21,618   $  -     -%   $ 19,693   $  -     -%   $ 17,615   $  -     -%   

TOTAL LIABILITIES
  AND SHAREHOLDERS'   
  EQUITY              $263,804   $  -     -%   $235,356   $  -     -%   $233,073   $  -     -%   
 
 NET INTEREST
  INCOME              $      -   $2,659   -%   $      -   $2,425   -%   $   -      $2,541   -%   

NET YIELD ON
  AVERAGE EARNING
  ASSETS              $      -   $  -   4.39%  $      -   $  -  4.50%   $   -      $  -  4.76%   
(Annualized)
</TABLE>

     (1)  Loan totals are shown net of interest collected, not earned       
          and Loan Loss Reserve.  
     (2)  Nonaccrual loans are included in average total loans.
     (3)  Loan Fees are included in interest income and the computations    
          of the yield on loans.  Overdraft fees are excluded.
     (4)  Interest and rates on securities which are non-taxable for 
          Federal Income Tax purposes are not presented on a taxable
          equivalent basis. 

                     COMPOSITION OF LOANS

The Loan Portfolio total at 3/31/95 is $174,450,000 consisting of
$107,220,000 in Mortgage and Construction Loans; $45,467,000 in Commercial,
Financial and Agriculture Loans; $19,885,000 in Installment Loans to
Individual; and $1,878,000 in Other Loans.  A comparison of loan growth for
the years of 1995, 1994 and 1993 reflects growth of $21,608,000,
$13,674,000 and $6,425,000 respectively.  Loan growth exceeded budget
projections for 1993 and 1994.  However, a quality, well diversified loan
portfolio allowed for a reduction in the provision for loan losses, despite
continued growth.  A review of loan categories contained within the table
for 1995 reflects the largest percentage of growth centered in Commercial,
Financial Agriculture loans and Installment Loans to Individuals. 
Operating loans extended for agricultural purposes are fully funded by June
of each year resulting in seasonal growth reflected in this category. 
Increases to installment loans are due to a strategic planning decision to
aggressively seek high quality consumer loans after suppressing growth in
the years of 1991 to 1993.  Growth in the loan portfolio is a key
objective, however ensuring credit quality is our first priority.  There
are no concentrations of credit contained within the portfolio.
<PAGE>
      <PAGE>13

The average yield on loans of First Citizens National Bank as of March 31
in the years indicated is as follows:

                Year         Yield
                1995          9.57%
                1994          8.77%
                1993          9.73%
                1992         10.49%
                1991         11.98%


The aggregate amount of unused guarantees, commitments to extend credit and
standby letters of credit was $52,922,000 as of 3/31/95.

The following table sets forth loan totals net of unearned income by
category for the past five years:
                                              March 31
                                           (in thousands)
                           1995      1994     1993     1992       1991
Real Estate Loans:
  Construction          $ 11,457  $  7,598  $  7,003  $  4,088  $  4,927  
  Mortgage              $ 95,763  $ 90,537  $ 87,864  $ 77,000  $ 70,957  
Commercial, Financial
 and Agricultural Loans $ 45,467  $ 35,784  $ 27,206  $ 33,425  $ 36,885  

Installment Loans to
  Individuals           $ 19,885  $ 16,212  $ 14,976  $ 15,723  $ 17,349  
Other Loans             $  1,878  $  2,711  $  2,119  $  2,507  $  2,570  
TOTAL LOANS             $174,450  $152,842  $139,168  $132,743  $132,688  
  


         LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES 

The degree of risk to which a bank is subjected can be controlled through a
well managed asset/liability program.  First Citizens controls interest
rate risk by employing interest sensitive liabilities in assets that are
also interest sensitive.  One tool used to ensure market rate return is
variable rate loans.  Loans totaling $70,480,000  or 40.40% of the total
portfolio are subject to repricing with one year or carry a variable rate
of interest.  The ratio is down from 42% at 3/31/94, 47% at 3/31/93, and
63% at 3/31/92 reflecting efforts of the customer base to lock in lower
interest rates available in those time periods.  Maturities in the one to
five year category total $115,779,000 reflecting a modest decrease of
$626,000 when compared to 3/31/94.   The trend to lock in interest rates
reflected in previous years comparisons is projected to continue in 1995. 

                                         Due after
                        Due in one       one year but         Due after
                        year or less     within five years    five years

                                          (in thousands)

Real Estate               $15,915         $78,215               $13,090
Commercial, Financial
 and Agricultural         $19,590         $18,944               $ 6,933

All Other Loans           $ 3,143         $18,620               $     0

TOTAL                     $38,648        $115,779               $20,023

Loans with Maturities After One Year for which:
                                                   (in thousands)
Interest Rates are Fixed or Predetermined            $103,970
Interest Rates are Floating or Adjustable             $31,832


<PAGE>
      <PAGE>14

                             NON-PERFORMING ASSETS

Non performing loans reflect a continuous improvement for the years of 1991
thru 1994.   However, a review of 1995 reflects an upward swing of
approximately $635,000 when compared to 1994.  The increase is a result of
one credit totaling approximately $900,000 classified as non performing the
second quarter of '94.  The credit is expected to be paid in full within
the second quarter of '95.  No loss is projected.   Without the credit, non
performing assets would have slightly declined from the previous years
total.  Non performing loans are below peer group ratios when excluding
this credit.

Categorization of a loan as non-performing is not in itself a reliable
indicator of potential loan loss.  Other factors, such as the value of
collateral securing the loan and the financial condition of the borrower
must be considered in judgements as to potential loan loss.  Loans that
represent a potential loss to First Citizens are adequately reserved for in
the provision for loan losses.
 
Interest income on loans is recorded on an accrual basis.  The accrual of
interest is discontinued on all loans, except consumer loans, which become
90 days past due, unless the loan is well secured and in the process of
collection.  Consumer loans which become past due 90 to 120 days are
charged to the allowance for loan losses.  The gross interest income that
would have been recorded for the three months ending 3/31/95 if all loans
reported as non-accrual had been current in accordance with their original
terms and had been outstanding throughout the period is $17,000.  Interest
income on loans reported as ninety days past due and on interest accrual
status was $34,000 for year-to-date 1994.  Loans on which terms have been
modified to provide for a reduction of either principal or interest as a
result of deterioration in the financial position of the borrower are
considered to be "Restructured Loans".  Restructured loan totals at March
31, 1994 are zero.

Loans classified by regulatory examiners and not reported under non-
accrual, past due or restructured pose no significant credit problems. 
Loan Officers are required to develop a "Plan of Action" for each problem
loan within their portfolio.  Adherence to each established plan is
monitored by Loan Administration and re-evaluated at regular intervals for
effectiveness.  

The portfolio contained no loans renegotiated to provide a reduction or
deferral of interest or principal because of a deterioration in the
financial position of the borrower as of March 31 for the years under
comparison.

The following table sets forth the balance of non-performing loans as of
March 31, for the years indicated:  

                              Non-Performing Loans
                                    March 31
                                 (in thousands) 

                                          90 Days Past Due      
            Year          Non-Accrual     Accruing Interest   Total    
            1995           $  721              $1,404        $2,125
            1994           $1,051              $  439        $1,490
            1993           $1,517              $  161        $1,678
            1992           $1,952              $1,136        $3,088
            1991           $1,750              $  691        $2,441


                           LOAN LOSS EXPERIENCE AND
                           RESERVES FOR LOAN LOSSES

During the quarter just ended activity to the Reserve Account consisted of
(1) loans charge-offs - $60,000 (2) recovery of loans previously charged
off - $56,000 and (3) additions to Reserve - $65,000.  Recovery of loans
previously charged off have exceeded loans charged off in the first quarter
of 1994 and 1993.  However, recovery of charged off loans was $4,000 under
actual charge offs for the first quarter '95.  A high quality loan
portfolio allowed management to reduce allocations made to the Reserve
Account in the first quarter.  However, this amount is projected to
increase in direct relationship with growth in the portfolio.  
<PAGE>
      <PAGE>15

An analysis of the allocation of the allowance for Loan Losses is made on a
fiscal quarter at the end of the month, (February, August, and November)
and reported to the Board at its meeting immediately preceding quarter-end. 
Requirements of FASB 114 & 118 have been incorporated into the policy for
Accounting by Creditor for Impairment of a Loan.  A loan is impaired when
it is probable that a creditor will be unable to collect all amounts due of
principal and interest according to the original contractional terms of the
loan.  First Citizens adopted the following as a measurement of impairment: 
(1)  Impairment of a loan at First Citizens shall exist when the present
value of expected future cash flows discounted at the loans effective
interest rate impede full collection of the contract; and  (2)  Fair Value
of the collateral, if the loan is collateral dependent, indicates
unexpected collection of full contract value.  The Impairment decision will
be reported to the Board of Directors and other appropriate regulatory
agencies as specified in FASB 114 and 118.  The bank will continue to
follow regulatory guidelines for income recognition for purposes of
generally accepted accounting principles, as well as regulatory accounting
principles.

An annual review of the loan portfolio to identify the risks
will cover a minimum of 70% of the gross portfolio less
installment loans.  In addition, any single note or series of
notes directly or indirectly related to one borrower which
equals 25% of the bank's legal lending limit will be included
in the review automatically.

For analysis purposes the loans reviewed will be separated
into five classifications:

1.   Pass - Loans that have been reviewed and graded high
quality or no major deficiencies.

2.   Watch - Loans which, because of unusual circumstances,
need to be supervised with slightly more attention than is
common.

3.   Problem - Loans which require additional collection
effort to liquidate both principal and interest.

4.   Specific Allocation - Impaired loans, in total or in
part, in which a future loss is possible.

Examples of factors taken into consideration during the review
are:  Industry or geographic economic problems, sale of
business, change of or disagreement among management, unusual
growth or expansion of the business, past due for either
principal or interest 90 days, placed on non-accrual or
renegotiated status, renewed four times without principal
reduction, declining financial condition, adverse change in
personal life, frequent overdrafts, lack of cooperation by
borrower, decline in marketability or market value of
collateral, insufficient cash flow, and inadequate collateral
values.

Management estimates the approximate amount of charge-offs for
the 12 month period ending 12/31/95 to be as follows:

Domestic                                          Amount
  Commercial, Financial & Agricultural            $50,000
  Real Estate-Construction                           None
  Real Estate-Mortgage                             70,000
  Installment Loans to individuals & 
   credit cards                                    80,000
  Lease financing                                    None
Foreign                                               N/A
               01/01/95 through 12/31/95   Total $200,000

The book value of repossessed real property held by Bancshares
was $1,032,000 and $934,000 at 3/31/95 and 3/31/94
respectively.  The balance was significantly reduced as a
result of the sale of property in December, 1993 valued at
$1,055,000.  The only other property held on the books of
Bancshares is a strip shopping center valued at $685,000.  The
remaining balance represents other real estate which is held
by First Citizens National Bank.  Efforts to market the 
property held by the holding company are on-going.

<PAGE>
      <PAGE>16

Accounting for adjustments to the value of other Real Estate when recorded
subsequent to foreclosure is accomplished on the basis of an independent
appraisal.  The asset is recorded at the lesser of its appraised value or
the loan balance.  Any reduction in value is charged to the allowance for
possible loan losses.

All other real estate parcels are appraised annually and the carrying value
is adjusted to reflect the decline, if any, in its realizable value.   Such
adjustments are charged directly to expense.

The following table summarizes the monthly average of net loans  
outstanding; changes in the reserve for loan losses arising from loans
charged off and recoveries on loans previously charged off; additions to
the reserve which have been charged to operating expenses; and the ratio of
net loans charged off to average loans outstanding.
<TABLE>                         
                       First Citizens National Bank
             Loan Loss Experience and Reserve for Loan Losses
                              (in thousands)
                          Quarter ending March 31
<CAPTION>
                            1995          1994          1993        1992        1991
<S>                       <C>          <C>            <C>        <C>         <C>
Average Net Loans
Outstanding               $167,965     $149,438      $132,564     $129,818   $128,671    

Balance of Reserve
for Loan Losses
at Beginning of
Period                    $  2,054     $  1,676      $  1,703     $  1,936   $  1,914    

Loan Charge-Offs          $    (60)    $    (24)     $    (26)    $   (307)  $   (123)   

Recovery of Loans
Previously Charged Off    $     56     $     44      $     38     $     38   $     37    

Net Loans Charged Off     $     (4)    $     20      $     12     $   (269)  $    (86)   

Additions to Reserve
Charged to Operating
Expense                   $     65     $     99      $    117     $    131   $    213    

Balance at End of
Period                    $   2,115    $  1,795      $  1,832     $  1,798   $  2,041    

Ratio of Net Charge-Offs 
during quarter to Average 
Net Loans Outstanding        (.00%)        .01%          .01%       (.21%)      (.07%)   
</TABLE>

The following table will identify charge-offs by category for the 
periods ending 3/31/95, 3/31/94 and 3/31/93: 

Charge-offs:                                    1995     1994     1993    
Domestic:
   Commercial, Financial and Agricultural       $  0     $  0     $  0
   Real Estate-Construction                        0        0        0
   Real Estate-Mortgage                           31        0        0      
Installment Loans to individuals                  29       24       26  
   Lease financing                                 0        0        0    
Foreign                                          N/A      N/A      N/A
                                         Total $  60     $ 24     $ 26    
Recoveries:
 Domestic:
   Commercial, Financial and Agricultural       $ 15     $ 16      $ 3      
Real Estate-Construction                           0        0        0
   Real Estate-Mortgage                           10        2        1      
Installment Loans to individuals                  31       26       34      
Lease Financing                                    0        0        0   
Foreign                                          N/A      N/A      N/A
                                         Total  $ 56     $ 44      $38   
Net Charge-offs                                 $(4)     $ 20*     $12*  

*Recoveries exceeded Charge-offs
<PAGE>
     <PAGE>17

Investment Securities

The book value of listed investment securities as of the dates 
indicated are summarized as follows:

                                            Composition of Investment Securities
                                                           (March 31)

                                       1995     1994     1993    1992    1991
U. S. Treasury & Government Agencies $60,735  $42,353  $61,068 $55,020  $46,856
State & Political Subdivisions       $10,426  $13,665  $ 9,057 $ 5,446  $ 6,625
All Others                           $ 4,393  $ 5,519  $ 5,645 $ 3,944  $ 5,880
                              TOTALS $75,554  $61,537  $75,770 $64,410  $59,361
    
A major goal of the bank's investment portfolio management is to maximize
returns from investments while controlling the basic elements of risk.  The
second goal is to provide liquidity and meet financial needs of the
community.  Investment Securities also serve as collateral for government
and public fund deposits.  Investments for the first quarter, 1995 were up
$14 million when compared to the same time period in 1994.   Securities
contained within the portfolio consist primarily of U. S. Treasury, and
other U. S. Government Agency Securities and tax exempt obligations of
States and Political Subdivisions.  Tax Free Investments total
approximately $10,419,915.  

Purchases made during the first quarter, 1995 totaled $12,570,000
consisting of Government Backed and Municipal Securities.  Securities
totaling $10,000,000 were placed in the Held-To-Maturity Account while
securities totaling $2,070,000 were booked in the Available for Sale
account.  No securities were sold prior to maturity during the first
quarter.

FASB 115 required banks to maintain separate investment portfolio for Held-
To-Maturity, Available-For-Sale, and Trading Account Investments.  As of
March 31, 1995 approximately 74.41% of the total portfolio was placed in
the Held-To-Maturity account.  The remaining 25.59% was book in the
Available-For-Sale account.  FASB 115 also required banks to Mark to Market
the Available for Sale and Trading Account Investments at the end of each
calendar quarter.  Held-To-Maturity Account Investments are stated at
amortized cost on the balance sheet.  Mark to Market resulted in a negative
capital entry of $72,547.

As of 3/31/95, the securities portfolio held $14,919,258 in "Derivative"
products which consisted of $6,463,562 CMO's (Collateralized Mortgage
Obligations), $490,426 Strip Coupon, and $7,965,270 Structured Notes. 
"Derivative" are non-traditional securities that derive value from the
price action of other assets.  Total investments in Derivative products
constitutes 19.74% of the investment portfolio and are government backed
securities bearing short maturities.  These securities do no represent a
high level of concentration or an abnormal amount of market risk to the
overall portfolio.

Maturities in the portfolio are made up of 14.14% within one year, 61.20%
after one year and within five years, and 24.53% after five years.  Policy
provides for 20% maturities on an annual basis.  Management made a
conscious effort to shorten maturities in 1994 based on volatility in
interest rates and mark to market rules.  Maturities on investments
purchased in 1995 will be structured to meet loan demand as well as
projected changes in interest rates.

During the quarter just ended there were no transfers between the
investment portfolio accounts.  The Trading Account for the entire quarter
maintained a zero balance.  
<PAGE>
      <PAGE>18

                                          Investment Securities

                                Held to Maturity      Available for Sale
                                              March 31, 1995
                                              (in thousands)
                                 Amortized      Fair   Amortized    Fair 
                                  Cost        Value     Cost       Value

U.S. Treasury Securities        $12,394     $12,335   $ 5,988   $ 5,893
   U.S. Government agency
   and corporation obligations 
   (exclude mortgage-backed 
   securities):
      Issued by U.S. Government 
      agencies (2)                  251         246         0         0
      Issued by U.S. Government-
      sponsored agencies (3)     25,963      25,664     7,318     7,369
Securities issued by states
 and political subdivisions
 in the U.S.:
     General obligations          6,333       6,203       372       373
     Revenue obligations          2,749       2,656       330       329
     Industrial development and 
     similar obligations              0           0       641       641
Mortgage-backed securities (MBS):
 Pass-through securities:
       Guaranteed by GNMA           599         601     1,170     1,163
      Issued by FNMA and FHLMC    1,289       1,274         0         0
          Privately-issued            0           0         0         0
    CMOs and REMICs:
       Issued by FNMA and FHLMC   5,052       4,823       812       762
        Privately-issued and
        collateralized by MBS
        issued or guaranteed by
       FNMA, FHLMC, or GNMA         600         617         0         0
        All other privately-issued    0           0         0         0
 Other debt securities:
   Other domestic debt securities   991         973       550       555
    Foreign debt securities           0           0         0         0
   Equity securities:
    Investments in mutual funds       -           -     1,747     1,748
    Other equity securities with
    readily determinable fair 
    values                            -           -         0         0
   All other equity securities (1)    -           -     2,248     2,248
       Total                     56,221      55,392    19,429    19,333

(1) Includes equity securities without readily determinable fair values    
    at historical cost.
(2) Includes Small Business Administration "Guaranteed Loan Pool
    Certificates," U.S. Maritime Administration obligations, and
    Export-Import Bank participation certificates.
(3) Includes obligations (other than pass-through securities, CMOs, and
    REMICs) issued by the Farm Credit System, the Federal Home Loan Bank
    System, the Federal Home Loan Mortgage Corporation, the Federal
    National Mortgage Association, the Financing Corporation, Resolution
    Funding Corporation, the Student Loan Marketing Association, and the
    Tennessee Valley Authority.
<PAGE>
     <PAGE>19

<TABLE>

                              Maturity and Yield on Securities March 31, 1995
                                            (in thousands)
<CAPTION>
                                           Maturing
                                        After One Year   After Five Years    After
                      Within One Year  Within Five Years Within Ten Years   Ten Years
                       Amount   Yield   Amount     Yield  Amount    Yield Amount Yield
<S>                   <C>       <C>     <C>       <C>    <C>       <C>    <C>    <C>
U. S. Treasury and
Government Agencies   $ 9,138   6.68%   $38,915   6.59%  $ 7,646   6.49%  $5,036 5.74%

State and Political
Subdivisions*         $ 1,322   7.15%   $ 6,094   6.78%  $ 3,010   6.82%  $    -    -%  

All Others            $   300   9.00%   $ 1,240   6.53%  $ 2,253   5.61%  $  600 9.14%

TOTALS                $10,760   6.80%   $46,249   6.61%  $12,909   6.40%  $5,636 6.10%
</TABLE>                                       

* Yields on tax free investments are stated herein on a taxable equivalent 
  basis.

                        Return on Equity and Assets

    The table below presents for Bancshares certain operating ratios 
for the quarters ending March 31st: (Not Annualized)

                                    1995    1994    1993    1992    1991    
Percentage of Net Income to:
Average Total Assets                 .24%   .35%    .32%    .17%    .18%  
Average Shareholders Equity         2.64%  3.74%   3.84%   2.14%   2.42% 
Percentage of Dividends Declared
Per Common Share to Net Income
Per Common Share                   33.90% 22.73%  22.41%  38.89%  35.90% 
Percentage of Average Shareholders'
Equity** to Average Total Assets    9.18% 10.03%   9.10%   8.76%   8.30%   

Improved earnings are reflected when reviewing the financial ratios for the
years of 1990 thru 1994.  Management has made ongoing efforts to control
expenses and maximize earnings to achieve earnings comparable to peer group
banks.  An analysis of return on assets at March 31, 1995 reflects a slight
decline when compared to 3/31/94 and 3/31/93.  Accelerated asset growth
over the past twelve months coupled with rising rates paid on interest
bearing deposits had a significant impact on earnings in the first quarter
of '95.  A comparison of total assets at 3/31/95 and 3/31/94 reflects an
average growth rate in excess of 13%. 

Increased expenses during the 1st quarter can be attributed to the addition
of two branch banks opened in November, 1994 and January, 1995 and the
installation cost of POD and Statement Imaging and a Teller Platform
System.

The company's strategic plan addresses objectives to sustain improved
earnings, maintain a quality loan and investment portfolio and to maintain
market share by providing quality customer service.  The Bank's management
and employees are rewarded with incentive compensation based on the level
of ROA achieved at year end.  A return on assets of 1.25% is required if
maximum benefits are to be realized.

Total Shareholder's equity (including Loan Loss Reserve) of First Citizens
Bancshares as of 3/31/95 was $24,739,000 compared to $23,879,000 at
12/31/94. 

Percentage of Dividends declared per common share to net income per common
share increased from 22.41% and 22.73% to 33.90% when comparing 1993, 1994
and 1995 respectively.  While dividends per share have trended upward,
improved earnings serve to reduce the comparative ratio.  A 10% stock
dividend declared on October 21, 1992 was payable to shareholders of record
December 15, 1992, thereby increasing outstanding shares.  Earnings per
share were adjusted accordingly.  During the third quarter, of 1993 a 2.5
for 1 stock split was declared to holders of record as of October 15, 1993
on the common capital stock of Bancshares.  The numbers of shares
outstanding increased proportionately with no effect on capital.  An 
amendment to the Company's Charter by the shareholders in April 1994
approved an increase in the number of shares authorized from 750,000 to
2,000,000.
<PAGE>
      <PAGE>20

A Stock repurchase program has been approved by the Board of Directors
effective the fourth quarter, 1994.  The purpose of this action is to
acquire shares to service the Dividend Reinvestment program.  Under the
terms of the program, the company will repurchase up to $200,000 of
Bancshares' stock in a calendar quarter on a first come, first served
basis.

            LIQUIDITY AND INTEREST RATE SENSITIVITY

Liquidity is the ability to meet the needs of our customer base for loans
and deposit withdrawals by maintaining assets which are convertible to cash
equivalents with minimal exposure to interest rate risks.  Liquidity is
determined by a comparison of net liquid assets to net liabilities and
consistently remains between 10% and 15%.  The stability of our deposit
base, sound asset/liability management, a strong capital base and quality
assets assure adequate liquidity.  Low interest rates during 1993 and the
first 9 months of 1994 placed pressure on the bank's ability to retain
funds in maturing certificates of deposit.  Many of our customers were
seeking alternate investment options in annuities, mutual funds, and
stocks.  Deposits over $100,000 are more volatile and interest sensitive
than smaller consumer deposits which make up the major portion of our
deposit base.  During the last half of 1994 interest rates started to climb
upward causing consumers to move funds from Annuities and Mutual Funds into
bank Certificates of Deposits.   Liquidity became less of a concern for the
bank's management with accelerated growth in long term deposits.  Another
factor that has had an impact on liquidity was the demand to lock in low
interest rates charged on loans for longer periods of time.  When comparing
the first quarter, 1995 to the same time period in 1994 loans with
maturities of one to five years increased approximately $14,650,000.  Also
the category of fixed or predetermined interest rates increased in excess
of $15,400,000.  

To address liquidity concerns the bank became a member of the Federal Home
Loan Bank, thereby opening up an additional liquidity source totaling $11.5
million should the need arise.  In 1995 Federal Home Loan Bank Borrowings
totaled $6,783,000.  These borrowings are maturity matched with specific
loans and investments on the books of the bank.   Other sources that are
available to meet liquidity needs are (1) Loans in excess of $38,648,000
and Investment Securities totaling $10,760,000 maturing within one year and
(2) Lines of Credit with correspondent banks totaling $7.5 million.

Interest rate sensitivity varies with different types of interest-
earning assets and interest-bearing liabilities.  Overnight federal funds,
on which rates change daily, and loans which are tied to the prime rate are
much more sensitive than long-term investment securities and fixed rate
loans.  The shorter term interest sensitive assets and liabilities are the
key to measurement of the interest sensitivity gap.  Minimizing this gap is
a continual challenge and is a primary objective of the asset/liability
management program.

The following condensed gap report provides an analysis of interest rate
sensitivity of earning assets and costing liabilities.  First Citizens
Asset/Liability Management Policy provides that the cumulative gap as a
percent of assets shall not exceed 10% for categories up to 12 months and
one to two year categories and 20% for categories in excess of two years. 
As evidenced by the following table, our current position is significantly
below this level, with annual income exposure determined to be less than
the $150,000 exposure limitation set by policy.
<PAGE>
      <PAGE>21
<TABLE>
                                               CONDENSED GAP REPORT
                                               --------------------
                                                 CURRENT BALANCES
                                               -------------------- 
                                                    03/31/95
                                                  (in thousands) 
<CAPTION>
                                 DAILY     0-1     1-2     2-3     3-6     6-12    1-2     2+
                          TOTAL FLOATING  MONTH  MONTHS  MONTHS  MONTHS   MONTHS  YEARS  YEARS
- ----------------------------------------------------------------------------------------------
<S>                     <C>      <C>     <C>      <C>     <C>     <C>     <C>    <C>    <C>
CASH AND DUE FROM 
CURRENCY AND COIN         2,209       -       -       -       -       -       -      -   2,209
DUE FROM BANKS            1,815       -       -       -       -       -       -      -   1,815
CASH ITEMS                4,566       -       -       -       -       -       -      -   4,566
MONEY MARKET                162     162       -       -       -       -       -      -       -

TOTAL CASH & DUE FROM     8,752     162       -       -       -       -       -      -   8,590

        
INVESTMENTS              75,554       -       -   1,351   3,320  14,224   9,116 11,328  36,215

LOANS
COMMERCIAL FIXED         21,038       -   1,927     369     599   1,997   5,772  3,046   7,328
COMMERCIAL VARIABLE      20,407  20,407       -       -       -       -       -      -       -
REAL ESTATE VARIABLE     20,601  20,601       -       -       -       -       -      -       -
REAL ESTATE FIXED        82,064       -   2,354   1,925     571   1,204   3,779  9,548  62,683
HOME EQUITY LOANS         4,502   4,502       -       -       -       -       -      -       -
SEC MORTGAGE                 53       -      53       -       -       -       -      -       -
INSTALLMENT LOANS        19,630       -     322     182     284     618   1,542  3,451  13,231
INSTALLMENT VARIABLE        255     255       -       -       -       -       -      -       -
FLOOR PLAN                1,030       -   1,030       -       -       -       -      -       -
CREDIT CARDS              1,691       -       -       -       -       -       -      -   1,691
OVERDRAFTS                  187       -     187       -       -       -       -      -       -
NON-ACCRUAL LOANS           721       -       -       -       -       -       -      -     721
FHLB LOANS                2,271       -       -       -       -       -       -      -   2,271
TOTAL LOANS             174,450  45,765   5,873   2,476   1,454   3,819  11,093 16,045  87,925
LOAN LOSS RESERVE         2,115       -       -       -       -       -       -      -   2,115

NET LOANS               172,335  45,765   5,873   2,476   1,454   3,819  11,093 16,045  85,810

FED FUNDS SOLD            2,500   2,500       -       -       -       -       -      -       - 

TOTAL EARNING ASSETS    250,389  48,265   5,873   3,827   4,774   18,043 20,209 27,373 122,025


OTHER ASSETS
BUILDING, F&F AND LAND    8,584       -       -       -       -        -      -      -   8,584
OTHER REAL ESTATE           218       -       -       -       -        -      -      -     218
OTHER ASSETS              4,948       -       -       -       -        -      -      -   4,948

TOTAL OTHER ASSETS       13,750       -       -       -       -        -      -      -  13,750

TOTAL ASSETS            272,891  48,427   5,873   3,827   4,774  18,043  20,209 27,373 144,365

DEMAND DEPOSITS
BANKS                        39       -       -       -       -       -       -      -      39
DEMAND DEPOSITS          24,012       -       -       -       -       -       -      -  24,012
TOTAL DEMAND             24,051       -       -       -       -       -       -      -  24,051
</TABLE>        

<PAGE>
      <PAGE>22
<TABLE>
                                                        CONDENSED GAP REPORT
                                                        --------------------
                                                          CURRENT BALANCES 
                                                        --------------------
<CAPTION>
                                                              03/31/94
                                                           (in thousands) 
                                   DAILY     0-1     1-2    2-3     3-6     6-12    1-2     2+
                          TOTAL  FLOATING   MONTH  MONTHS  MONTHS  MONTHS  MONTHS  YEARS YEARS
- ----------------------------------------------------------------------------------------------
<S>                     <C>      <C>     <C>     <C>     <C>    <C>     <C>     <C>     <C>
SAVINGS ACCOUNTS
REGULAR SAVINGS          17,832       -      -      -       -       -       -       -   17,832 
NOW ACCOUNT              24,737       -      -      -       -       -       -       -   24,737 
IMF-MMDA                 11,157  11,157      -      -       -       -       -       -        -
HIGH YIELD ACCOUNT        6,578   6,578      -      -       -       -       -       -        -
DOGWOOD CLUB              4,104       -      -      -       -       -       -       -    4,104

TOTAL SAVINGS            64,408  17,735      -      -       -       -       -       -   46,673

TIME DEPOSITS
FLEX-CD                  93,279       -  7,049   6,425   6,950  23,631  18,831  15,894  14,499 
LARGE CD-FLEX            19,622       -  1,929   1,344     959   6,022   4,279   2,789   2,300 
IRA-FLOATING                188     188      -       -       -       -       -       -       -
IRA-FIXED                20,103       -    281     359     281   1,325   2,958   3,484  11,415
CHRISTMAS CLUB              185       -      -       -       -       -     185       -       -

TOTAL TIME              133,377     188  9,259   8,128   8,190  30,978  26,253  22,167  28,214

TOTAL DEPOSITS          221,836  17,923  9,259   8,128   8,190  30,978  26,253  22,167  98,938


SHORT TERM BORROWINGS
TT&L                        427     427      -       -       -       -       -       -       -
SECURITIES SOLD-SWEEP    10,398  10,398      -       -       -       -       -       -       -
SECURITIES SOLD-FIXED     6,822       -      -   1,702     400   3,513     815     112     280
FHLB-LIBOR INVESTMENT     4,407   4,407      -       -       -       -       -       -       -
FHLB-LONG TERM            2,376       -      -       -       -       -       -       -   2,376

TOTAL SHORT TERM BORR.   24,430  15,232      -   1,702     400   3,513     815     112   2,656

OTHER LIABILITIES 
ACCRUED INT PAYABLE       1,564       -      -       -       -       -       -       -   1,564
OTHER LIABILITIES           322       -      -       -       -       -       -       -     322

TOTAL OTHER LIAB.         1,886       -      -       -       -       -       -       -   1,886

TOTAL LIABILITIES       248,152  33,155  9,259   9,830   8,590  34,491  27,068  22,279 103,480

CAPITAL
COMMON STOCK                721       -      -       -       -       -       -       -     721
SURPLUS                   9,222       -      -       -       -       -       -       -   9,222
UNREALIZED GAIN(LOSSES)     -54       -      -       -       -       -       -       -     -54
UNDIVIDED PROFITS        14,850       -      -       -       -       -       -       -  14,850

TOTAL CAPITAL            24,739       -      -       -       -       -       -       -  24,739

TOTAL LIAB. & CAPITAL   272,891  33,155  9,259   9,830   8,590  34,491  27,068  22,279 128,219

GAP (SPREAD)                  -  15,272 -3,386  -6,003  -3,816 -16,448  -6,859   5,094  16,146
GAP % TOTAL ASSETS            -    5.60  -1.24   -2.20   -1.40   -6.03   -2.51    1.87    5.92
CUMULATIVE GAP                -  15,272 11,886   5,883   2,067 -14,381 -21,240 -16,146       -
CUMM. GAP % TOTAL ASSETS      -    5.60   4.36    2.16    0.76   -5.27   -7.78   -5.92       -
SENSITIVITY RATIO             -    1.46   1.28    1.11    1.03    0.85    0.83    0.89    1.00

</TABLE>
<PAGE>
      <PAGE>23

                               Capital Resources

Total shareholders' equity of First Citizens Bancshares as of March 
31, 1995, was $24,739,000.  Capital as a percentage of total assets for the
quarter ending March 31 is presented in the following table for the years
indicated (excluding Loan Loss Reserves):

             1995     1994      1993      1992     1991      
             9.06%    9.37%     8.41%     7.87%    7.45%     


Increasing the capital base of the Company is a vital part of 
strategic planning.  Although the present capital to asset ratio remains
well in excess of the level required by Regulators for banks our size,
management is aware of the importance of this base. 

Risk-based capital focuses primarily on broad categories of credit risk and
incorporates elements of transfer, interest rate and market risks.  The
calculation of risk-based capital ratio is accomplished by dividing
qualifying capital by weighted risk assets.  The minimum risk-based capital
ratio established by the Federal Reserve is 8%.  At least one-half or 4%
must consist of core capital (Tier 1), and the remaining 4% may be in the
form of core (Tier 1) or supplemental capital (Tier 2).  Tier 1
capital/core capital consists of common stockholders equity, qualified
perpetual stock and minority interests in consolidated subsidiaries. Tier 2
capital/supplementary capital consists of the allowance for loan and lease
losses, perpetual preferred stock, term subordinated debt, and other debt
and stock instruments.  Bancshares' capital consists entirely of Tier 1
components, with the exception of the allowance for loan and lease losses.

Bancshares has historically maintained capital in excess of minimum levels
established by the Federal Reserve Board.  The risk-based capital ratio
reflects continuous improvement when reviewing the years included in  the
above table.  Risk-based capital ratio as of 3/31/95 was 14.06%,
significantly in excess of the 8% mandated by the Regulatory Authorities. 
With the exception of the Reserve for Loan and Lease Losses, all capital is
Tier 1 level.  Growth in capital will be maintained through retained
earnings. There is no reason to assume that income levels will not be
sufficient to maintain an adequate capital ratio.

                       Effects of Inflation

Inflation has a significant impact on the growth of total assets in 
the banking industry, resulting in a need to increase equity capital in
order to maintain an appropriate equity to asset ratio.

Operating expenses are directly affected by increases in salaries and
employee benefits, supplies, legal, audit and professional fees, utilities,
advertising and insurance.  Now that interest rates have been deregulated,
inflation and competition are major keys to the cost of acquiring and
retaining deposits.

A well managed asset/liability management program can maximize net interest
income; and at the same time, reduce the impact of inflation on earnings.
<PAGE>
      <PAGE>24

                          Part II - Other Information

Item 1.  Legal Proceedings

Information dealing with legal proceedings as disclosed in Part I, Item 1,
in Footnote five (5) of the notes to financial statements is incorporated
herein by reference.

Item 2.  Changes in Securities

Dividends paid to Shareholders of First Citizens Bancshares, Inc. are
funded by dividends to the Bank Holding Company from First Citizens
National Bank.  Federal Reserve Bank regulators would be critical of a bank
holding company that pays cash dividends that are not covered by earnings
or that are funded from borrowings or unusual or non recurring gains, such
as the sale of property or assets.  Under rules set forth by the
Comptroller of the Currency in Interpretive Ruling 7.6100, the board of
directors of a national bank may declare dividends as it may judge to be
expedient, subject to statutory limitations which deal with the balance of
the surplus account, sufficiency of net profits, dividend payments on
preferred stock, and default of any assessment due to the Federal Deposit
Insurance Corporation.

Item 6(b) No reports on Form 8-K were filed for the quarter ended 3/31/95.
<PAGE>
      <PAGE>25 

                                SIGNATURES

Pursuant to the requirements of Sections 13 or 15(d) 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)



Date: May 12, 1995                     Stallings Lipford
                                       Stallings Lipford, Chairman &
                                       CEO                      
                                              



Date: May 12, 1995                     Jeff Agee        
                                       Jeff Agee, Vice President &
                                       Chief Financial Officer       
                                       First Citizens National Bank
                                       (Principal Subsidiary)


     <PAGE>1
<TABLE>
DATA STATED IN THOUSANDS

                     VOLUNTARY SCHEDULE - CERTAIN FINANCIAL INFORMATION


REGULATION     STATEMENT CAPTION        FIRST QTR. FIRST QTR.  TO DATE
                                          1995      1994     1995    1994
<S>                                         <C>      <C>    <C>     <C>
5-02 (1)            Cash and Cash Items      11252    15416  11252    15416
5-02 (2)            Marketable Securities    75554    61537  75554    61537 
5-02 (3)(b)(1)      Notes Receivable        174450   152842 174450   152842 
5-02 (4)            Allowance for Doubtful 
                     Accounts                 2115     1795   2115     1795 
      
5-02 (15)           Total Assets            272891   239918 272891   239918 

5-02 (24)           Other Liabilities       248152   217449 248152   217449 
5-02 (30)           Common Stock               721     7065    721     7065 
5-02 (31)(a)(2)     Additional Capital Other  9222     2370   9222     2370 
5-02 (31)(a)(3)(ii) Retained Earnings - 
                     Unappropriated          14796    13034  14796    13034 
 
5-03 (b)(1)(e)      Other Revenues            5865     5132   5865     5132 
5-03 (b)(2)(e)      Cost of Other Revenues    2373     2215   2373     2215 
5-03 (b)(8)         Interest and 
                     Amortization of Debt 
                     Discount                 2527     1747   2527     1747 
5-03 (b)(10)        Income Before Taxes 
                     and Other Items           965     1170    965     1170 
5-03 (b)(11)        Income Tax Expense         322      343    322      343 
5-03 (b)(14)        Income/Loss from 
                     Continuing Operations     643      827    643      827 
       
5-03 (b)(19)        Net Income or Loss         643      827    643      827 
       



</TABLE>

<TABLE> <S> <C>

<ARTICLE> 9
       
<S>                             <C>                     <C>
<PERIOD-TYPE>                   3-MOS                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995             DEC-31-1994
<PERIOD-END>                               MAR-31-1995             MAR-31-1994
<CASH>                                       8,752,000              10,841,000
<INT-BEARING-DEPOSITS>                               0                       0
<FED-FUNDS-SOLD>                             2,500,000               4,575,000
<TRADING-ASSETS>                                     0                       0
<INVESTMENTS-HELD-FOR-SALE>                 19,333,000              16,289,000
<INVESTMENTS-CARRYING>                      56,221,000              45,248,000
<INVESTMENTS-MARKET>                                 0                       0
<LOANS>                                    174,450,000             152,842,000
<ALLOWANCE>                                  2,115,000               1,795,000
<TOTAL-ASSETS>                             272,891,000             239,918,000
<DEPOSITS>                                 221,836,000             195,214,000
<SHORT-TERM>                                17,220,000              17,860,000
<LIABILITIES-OTHER>                          2,313,000               2,050,000
<LONG-TERM>                                  6,783,000               2,325,000
<COMMON>                                       721,000               7,073,000
                                0                       0
                                          0                       0
<OTHER-SE>                                  24,018,000              15,396,000
<TOTAL-LIABILITIES-AND-EQUITY>             272,891,000             239,918,000
<INTEREST-LOAN>                              4,021,000               3,276,000
<INTEREST-INVEST>                            1,145,000                 853,000
<INTEREST-OTHER>                                45,000                  55,000
<INTEREST-TOTAL>                             5,211,000               4,184,000
<INTEREST-DEPOSIT>                           2,258,000               1,600,000
<INTEREST-EXPENSE>                           2,527,000               1,747,000
<INTEREST-INCOME-NET>                        2,684,000               2,437,000
<LOAN-LOSSES>                                   65,000                  99,000
<SECURITIES-GAINS>                               7,000                       0
<EXPENSE-OTHER>                              2,308,000               2,116,000
<INCOME-PRETAX>                                965,000               1,170,000
<INCOME-PRE-EXTRAORDINARY>                     965,000               1,170,000
<EXTRAORDINARY>                                      0                       0
<CHANGES>                                            0                       0
<NET-INCOME>                                   643,000                 827,000
<EPS-PRIMARY>                                     0.90                    1.17
<EPS-DILUTED>                                     0.90                    1.17
<YIELD-ACTUAL>                                    4.25                    4.45
<LOANS-NON>                                    721,000               1,051,000
<LOANS-PAST>                                 1,404,000                 439,000
<LOANS-TROUBLED>                                     0                       0
<LOANS-PROBLEM>                              3,752,000               5,225,000
<ALLOWANCE-OPEN>                             2,054,000               1,676,000
<CHARGE-OFFS>                                   60,000                  24,000
<RECOVERIES>                                    56,000                  44,000
<ALLOWANCE-CLOSE>                            2,115,000               1,795,000
<ALLOWANCE-DOMESTIC>                         2,115,000               1,795,000
<ALLOWANCE-FOREIGN>                                  0                       0
<ALLOWANCE-UNALLOCATED>                              0                       0
        

</TABLE>


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