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, 1997      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 743,163 shares outstanding as of March 31, 1997 (net of treasury 
stock).
      2














                       PART I -FINANCIAL INFORMATION

                       ITEM 1 - FINANCIAL STATEMENTS

      3
                            FIRST CITIZENS BANCSHARES, INC.
                                    AND SUBSIDIARY
                              CONSOLIDATED BALANCE SHEET
                                 (stated in thousands)    


                                       March 31,    December 31,
                                        1997            1996
                                     (Unaudited)       (Note)
ASSETS

Cash and due from banks                $13,819       $12,507
Federal funds sold                          $0        $1,000
Investment securities
 Trading Investments-stated at market       $0            $0
 Held to maturity-amortized cost-fair 
  value of $32,578 at March 31,        
  1997 and $28,097 at December 31, 
  1996.                                $32,540       $28,059
 Available for sale-stated at market    48,022       $47,688
Loans (Excluding unearned income of 
  $1,519 at March 31, 1997 and 
  $1,521 at December 31, 1996)        $214,560      $211,389
Less: Allowance for loan losses         $2,446        $2,282
  Net Loans                           $212,114      $209,107
Premises and equipment                  $8,235        $8,135
Other assets                            $8,670        $6,575

     TOTAL ASSETS                     $323,400      $313,071


LIABILITIES AND STOCKHOLDERS EQUITY

Deposits                              $256,875      $256,414
Securities sold under Agreements 
  to Repurchase                        $19,495       $21,225
Federal Funds Purchased & Other 
  Short Term Borrowing                  $5,925            $0
Long term debt-note 3 (includes 
  long term FHLB)                       $7,457        $2,997
Notes Payable of Employee Stock 
  Ownership Plan                            $0            $0
Other liabilities                       $3,478        $2,832
     TOTAL LIABILITIES                $293,230      $283,468

Contingent Liabilities 

Stockholders' Equity
  Common stock, $1 par value-
   2,000,000 authorized; 743,326 
   issued and outstanding at March
   31, 1997; 741,516 issued and 
   outstanding at December 31, 1996       $743          $741
Surplus                                $10,195       $10,097
Retained earnings                      $19,494       $18,679
Obligation of Employee Stock 
  Ownership Plan                            $0            $0
Net unrealized gains (losses) 
  on available for sale                  $(254)          $95
     Total Common Stock and 
        Retained Earnings              $30,178       $29,612
Less-163 treasury shares, at
  cost at March 31, 1997 and 40 
  shares at December 31, 1996              ($8)          ($9)
    TOTAL STOCKHOLDERS' EQUITY         $30,170       $29,603

 TOTAL LIABILITIES AND 
    STOCKHOLDERS' EQUITY              $323,400      $313,071

NOTE: The balance sheet at December 31, 1996 has been taken from 
the audited financial statements at that date and condensed. 
      4

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

    
                                  Three Month Periods Ended
                                  March 31,       March 31,
                                    1997            1996

     INTEREST INCOME 
Interest and fees on loans           $4,886        $4,685
Interest on investment securities:
  Taxable                            $1,140        $1,082
  Tax-exempt                           $121           $125
Other interest income                   $58            $28
Lease financing income                   $0             $1
     TOTAL INTEREST INCOME           $6,205         $5,921

     INTEREST EXPENSE 
Interest on deposits                 $2,689         $2,564
Other interest expense                 $293           $295
   TOTAL INTEREST EXPENSE            $2,982         $2,859
     NET INTEREST INCOME             $3,223         $3,062

Provision for loan losses              $160           $105

   Net interest income 
     after provision                 $3,063         $2,957

     Other Income 
Securities gains (losses)               $13           $136
Other income                           $988           $762
     Total Other Income              $1,001           $898

Other expenses                       $2,357         $2,402

     Net income before 
       income taxes                  $1,707         $1,453
Provision for income taxes             $590           $506
     Net Income                      $1,117           $947

     Earnings Per Share               $1.51          $1.29
  Weighted average number of 
    shares outstanding               741690         733630 


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

                         FIRST CITIZENS BANCSHARES, INC.
                                 AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                          (UNAUDITED, STATED IN THOUSANDS)
    
                                Three Months Ended March 31
                              1997          1996      1995
OPERATING ACTIVITIES
Net cash provided by 
 operating activities        $ 161        $ 2,217    $   525

INVESTING ACTIVITIES
Proceeds of maturities 
  of held to maturity 
  securities                 $4,499       $ 2,309    $ 1,149
Purchase of held to 
  maturity investments      ($8,990)     ($ 1,500)  ($10,000)  
Proceeds from maturities 
  of available for sale 
  securities                 $3,103       $ 1,191    $     0
Proceeds from sales of 
  available for sale 
  securities                 $1,000       $ 3,100    $     0
Purchase of available 
  for sale securities       ($4,860)     ($ 8,660)  ($ 2,133)
Increase in loans-net       ($3,167)     ($ 5,327)  ($ 5,673)  
Purchases of premises 
  and equipment             ($  349)     ($    64)  ($   594)    
 Net Cash provided by 
  investing activities      ($8,764)     ($ 8,951)  ($17,251)  

FINANCING ACTIVITIES

Net Increase (Decrease) 
  in Demand & Savings 
  Accounts                   $5,237      ($ 1,300)   $ 4,430 
Increase (Decrease) in 
  Time Accounts             ($4,776)      $ 1,992    $16,786
Increase (Decrease) in 
  Long term Debt             $4,460)     ($   545)   $ 2,658
Treasury Stock 
  Transactions               $    1      ($     3)   $     0   
Proceeds from Sale of 
  Common Stock               $  100       $    76    $   228
Cash Dividends Paid         ($  302)     ($   242)  ($   218)
Net Increase (Decrease)in 
 Short Term Borrowings       $4,195       $   700    $   270
Net Cash provided (used)by 
  Financing Activities       $8,915       $ 3,278    $15,294
Increase (Decrease) in 
  Cash & Cash 
  Equivalents                $  312      ($ 3,456)  ($ 1,432)  

Cash and Cash 
  Equivalents at 
  beginning of year         $13,507       $13,544    $12,684
Cash and Cash Equivalents 
  at end of year            $13,819       $10,088    $11,252

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

                             1997         1996        1995
Interest                    $3,106       $2,913      $2,233
Income Taxes                $  263       $  332      $  237

NOTE: Net cash provided by operating activities was lower in 1997 due to 
the purchase of split dollar life insurance policies for our officers.  
These policies are classified as other assets on the balance sheet
statements.

      6

                             FIRST CITIZENS BANCSHARES, INC.,
                                   AND SUBSIDIARY
                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                    (UNAUDITED)
                                   MARCH 31, 1997

NOTE 1-CONSOLIDATED FINANCIAL STATEMENTS

The consolidated balance sheet as of March 31, 1997, the consolidated 
statements of income for the three month periods ended March 31, 1997, 
1996, and 1995, and the consolidated statements of cash flows for the 
three month periods then ended have been prepared by the company with-
out 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, 1997 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, 1997.  For further 
information, refer to the consolidated financial statements and foot-
notes thereto included in the company's annual report on Form 10-K for 
the year ended December 31, 1996.

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-SHORT TERM BORROWINGS
(stated in thousands)
                                             03/31/97          03/31/96 

Amount outstanding-end of period             $25,420           $20,445
Weighted average rate of outstanding            4.63%             4.41%
Maximum amount of borrowings at month end    $25,420           $22,424
Average amounts outstanding for period       $21,054           $19,926
Weighted average rate of average amounts        4.39%             4.51%

NOTE 4-LONG TERM DEBT (stated in thousands)

Long term debt is comprised of Federal Home Loan Bank Borrowings and finance 
company debt (organized in 1997).  These borrowings are maturity matched with
specific loans and investments.  The average volume, rate and maturity are as
follows:

                           Average       Average           Average
                            Volume         Rate            Maturity

FHLB Borrowings           $1,012            5.48%          10 years
FHLB Borrowings           $2,029            5.75%           7 years
FHLB Borrowings           $  897            5.57%           2 years
Finance Company Debt      $  333            6.50%           2 years
      7

                           FIRST CITIZENS BANCSHARES, INC.,
                                  AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                  (UNAUDITED)
                                MARCH 31, 1997

NOTE 5-STATEMENT OF CASH FLOWS
(stated in thousands)

                             March        March        March
                             1997         1996         1995 
Actual payments made 
  during the periods:
 Interest                   $3,106       $2,913       $2,233
 Income taxes               $  263       $  332       $  237

NOTE 6-CONTINGENT LIABILITIES

There are no material pending litigations as of the current 
reportable date that would result in a liability.

NOTE 7-INVESTMENT SECURITIES
(stated in thousands)

The difference between book values of investment securities and 
market values at March 31, 1997 and December 31, 1996, total 
$38,000 and $38,000 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.  The available 
for sale securities values are adjusted to market every quarter and the 
adjustments flow to the capital section (net of tax).  The Held to Maturity 
securities are stated at amortized cost.  The available for sale securities 
reflects a negative $423,000 decrease for the quarter ending 1997 resulting 
in a net of tax adjustment of $254,000 to capital account.  These movements 
can fluctuate with the bond market.

First Citizens has not engaged in any derivative activities as defined 
by paragraphs 5-7 of FASB 119 for any of the reported periods.

NOTE 8-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.  The combined Tier 1 and Tier 2 Ratio are 13.95% and 
15.08% respectively.

NOTE 9-DEFERRED INCOME TAXES
(stated in thousands)

First Citizens adopted FASB 109 as of January 1, 1993.  The 
deferred tax liability account reflects an asset totaling 
$483.  The timing differences mainly consist of Reserve for 
Loan Loss Deductions and FASB 115.

NOTE 10-RESERVE FOR LOAN LOSSES
(stated in thousands)

FASB 114 and 118 were implemented during the first quarter of 
1995. This standard requires companies to set aside reserves 
for impaired loans.
      8

                           FIRST CITIZENS BANCSHARES, INC.,
                                  AND SUBSIDIARY
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CON'T)
                                  (UNAUDITED)
                                MARCH 31, 1996

The following data reflects impaired totals for the reportable 
periods:

Impaired Loan Balance or Recorded Balance               $1,163
Amount of Recorded Balance with Related Allowance       $  130 
Amount of Recorded Balance with no Related Allowance    $1,033

Interest income recognized on impaired loans will be done on a 
cash basis.  Cash receipts will be applied as cost recovery or principal 
recovery first, consistent with OCC Regulations.  A quarterly review of the 
adequacy of the loan loss reserve by the Board of Directors will ensure the 
sufficiency of said reserve for both losses and impairment.

Note 11 - Asset Impairment

The financial standards board issued statement 121 addressing the accounting 
for the impairment of long-lived assets that will be held and used, including
certain identifiable intangibles, and the good-will related to those assets. 
The statement, which was effective for calendar year 1996 financial 
statements, also addresses accounting for long lived assets and certain 
identifiable assets to be disposed.

The statement requires that assets to be held and used be reviewed for 
impairment whenever events or changes in circumstances indicate that the 
carrying amount of the asset in question may not be recoverable.

As of the reportable date, there are no FASB 121 adjustments.


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, 1996.  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.

Operating results for the first quarter of 1997 produced net income of 
$1,117,000, up 18% from $947,000 one year ago.  Earnings per share for 
the quarter ended March 31, 1997 were $1.51, increasing 17% from $1.29 for 
the same quarter last year.  Bancshare's annualized return on assets was 
1.40%, compared to 1.29% a year ago.  Return on Average equity was 14.95% up 
from 13.86% for the same quarter in 1996.  Total Assets, net of Reserve for 
Losses on Loans, increased 9.24% consisting primarily of 8.80% growth
two quarters under comparison.  Ninety days or more past due loans reflect 
one loan totaling $700,000 that is in the process of collection (discussed 
in detail in Composition of Loans section).  Also included is $845,198 in 
Agriculture loans, 90 percent guaranteed by Farm Service Agency.  Past due 
loan totals since quarter end  have reduced to be more in line with peer 
bank percentages.  (For a further discussion of past due loans refer to the 
section titled Composition of Loans).  The percentage of loan loss reserve to
total loans is well within policy guidelines of one percent.  Cost of Funds 
at 3/31/97 was 4.26% compared to 4.32% at 3/31/96.  Liquidity ratio at 
3/31/97 was 12.21% including approved lines 




      9

of credit outstanding totaling $8 million (calculated using the 
Comptroller of the Currency format).  Maintaining sufficient liquidity is 
accomplished through utilization of credit lines with the Federal Home 
Loan Bank in addition to traditional Fed Funds lines with correspondent 
banks.  Competition for deposits with non-bank entities has permanently 
changed the source of funding for most if not all banks.  Deposit to 
loan ratio at quarter end was 83.52 percent.

Loan growth during the first quarter was less than projected, the
result of delayed drawdowns on established agricultural lines.   Extensive
flooding followed by a wetter than normal spring forced farmers to re-think
planting strategies, shifting some acreages from corn, cotton and milo to
soybeans, a crop which can be planted much later.  While aggressive loan
growth is not projected, second quarter operating results is expected
to reflect an accelerated demand in all loan categories.  The price of 
Bancshares' common stock remains strong, with demand consistently
outpacing the available supply.  Trades during the first quarter were at 
a high of $58.00 per share.  However, since quarter-end a small number 
of shares have traded at $65.00.  Dividends of 40 cents per share reflect 
an increase of 18.75% over the 32.5 cents paid first quarter of 1996.    

Efforts in the future will focus on controlled growth, efficiency and 
diversification of operations and products.  Strategies in place to 
accomplish Strategic Plan goals are as follows: (1) To remain an independent
community bank serving the needs of individuals, small businesses, 
corporations and agriculture customers; (2) To maximize the value of First 
Citizens to its shareholders by providing the highest level of customer 
service and the widest selection of products and services; (3) To 
consistently generate earnings that are at a minimum equal to that of peer 
banks; (4) To attract and retain high quality personnel, while rightsizing
staffing levels to be more in line with peer banks;  (5) To continuously 
evaluate and invest in a product and service distribution system that will 
provide our customers with personal access as well as electronic delivery of 
products and service; and (6) To establish a bank owned finance company as 
well as investigate the addition of insurance sales to the bank's products.  
The most recent market survey indicates that First Citizens holds over 51% 
of its designated market. Customers surveyed indicated that the bank provides
quality service that meets customer expectations.  Fulltime equivalent
employees reached high performance levels in the last half of 1995 and have
continued to remainat that level.  FTE at 3/31/97 was 149 posting a slight 
increase from 145 at 12/31/96.  The increase is due to the employment of 3
employees for Delta Finance Company (a bank owned subsidiary).  The bank 
continues to explore the possibility of offering property and casualty 
insurance sales to its customers. All alternatives will be explored to 
determine if a bank owned insurance company would be a more profitable 
alternative than forming an alliance with an existing agency.

Another strategic action to improve operating efficiency and customer 
service was the development of a Technology Strategic Plan. Action goals 
were adopted that include the following:  (1) Installation of Document
Imaging; (2) Evaluation of a marketing CIF system which will allow for 
the identification of needs and opportunities which exist in the current 
and potential customer base; (3) Maintaining the IBM AS/400 as the bank's
primary technology infrastructure with a local area network as a secondary
communication structure; (4) Surveying the market to identify the 
potential for Home Banking and Corporate Cash Management.  In response to 
these goals, a contract was signed with Southern Data, Atlanta, Georgia
for a document imaging system in December, 1996.  Installation is 
scheduled for May, 1997.  The Marketing CIF System installed the fourth
quarter of 1996, is producing desired results in identifying products
that meet customer specifications in certain market segments.  The first 
phase of a quality sales, quality service program was introduced during first 
quarter, 1997.  Results of a Home Banking survey indicated a demand for 
telephone and P.C. home banking products.  First Citizens currently offers a
touchtone banking service at no cost to the customer.  A search for PC home
banking is scheduled for the last half of 1997.

There are no known trends, events or uncertainties that are likely to have
a material effect on First Citizens' liquidity, capital resources or results 
or operations.  There currently exists no recommendation by regulatory 
authorities which if implemented, would have such an effect.  There are 
no matters which have not been disclosed.  Interstate Banking/Branching 
became a reality by legislation passed September 13, 1994.  The act 
permits full nationwide interstate branching after June 1, 1997.  First 
Citizens Bancshares, Inc. and First Citizens National Bank are located in a 
highly competitive market place, competing for deposit dollars and earning 
assets with three other banks, two of which are branches of large regional 
competitors.  First Tennessee Bank and Union Planters National Bank are 
two of the largest financial institutions in the state.  While First Citizens
has historically maintained in excess of 50% of local market share, 
statistics reflect a loss of approximately 2% over the past five years by 
both First Citizens and First Tennessee.  This is reflective of increased 
competition brought about by the location of two branch banks into the market
place, both of whom have been bought by Union Planters National Bank.
Interstate banking could possibly bring about the location of large out of 
state banks to the area.  If so, First Citizens would continue to operate 
as it has in the past, focusing on the wants and needs of existing and 
potential customers.  The quality of service and individual attention 
afforded by an independent community bank cannot be matched by large regional 
competitors, managed by a corporate team unfamiliar to the area.  
First Citizens is a forward moving bank offering products and 
services required for maintaining a satisfactory customer relationship 
moving into the next decade and beyond.  A market analysis completed in 
September, 1995 indicates a remarkably strong performance by First Citizens 
in satisfying customer expectations in the areas of personnel, service and 
convenience.

The following table compares year-to-date non-interest income, 
and expense of First Citizens as of March 31, 1997, 1996 and 
1995:
                                  Non-Interest Income
                                    (in thousands)
                                       March 31
                                 % of                % of
                       1997     Change    1996      Change   1995
Service Charges on 
  Deposit Accounts     $399     20.91%    $330     21.33%    $272
Other Income           $365    (10.98%)   $410     91.59%    $214
Trust Income           $237     50.00%    $158     (5.96%)   $168
TOTAL NON-INTEREST 
  INCOME             $1,001     11.47%    $898     37.31%    $654

Total Non-Interest Income increased 11.47% and 37.31% when comparing first 
quarter, 1997 to the same time period in 1996 and 1995.  The increase 
reflects a continued focus on fee income and our commitment to diversifying 
the income stream.  Results of these efforts are evident when comparing 
first quarter 1997 to previous years in the areas of trust, brokerage and 
insurance commission income.  In October, 1996 the Board approved 
reallocating assets of approximately $3 million to purchase permanent life 
insurance for Officers having the rank of Vice President and up.  This 
program allows the bank to increase the retention rate of key officers 
while continuing to earn income on the reallocated assets.  In the event 
of the death of the insured officer, the Bank's original investment plus 
accrued interest will be repaid, as well as a death benefit paid to 
designated beneficiaries.  The plan is in effect at 800+ banks and is in 
full compliance with regulatory parameters as defined by the Office of the 
Comptroller of the Currency.  






      11

The 37.31% increase in non-interest income in 1996 was due from a one time 
refund of $70,705 from bankruptcy trustees of Southeast Fort Worth Ltd.  
The refund partially reimbursed the bank for payments made to trust 
customers in December, 1989.  Customers were reimbursed by the bank for 
investments made in Southeast Fort Worth, Ltd. At the time Southeast filed 
bankruptcy, with the understanding that any settlement received from this 
company would first be utilized to restore these funds to the bank.  Also in
April, 1995 the overdraft fee for per item paid on an overdrawn deposit 
account increased from $17.50 to $20.00.  Also during the first quarter of 
1995, a daily overdraft charge of $3.00 for each day the account is 
overdrawn after a 5 day grace period was raised to $5.00 per day.  In the 
first quarter of 1997, the overdraft fee per item paid on overdrawn deposit 
account increased from $20.00 to $22.00.

                                     Non-Interest Expense
                                        (in thousands)
                                           March 31
                                % of               % of 
                      1997     Change    1996     Change     1995
Salaries & Employee            
 Benefits            $1,319     1.23%    $1,303     5.68%    $1,233
Net Occupancy 
  Expense            $  464     7.41%    $  432     8.00%    $  400
Other Operating 
  Expense            $  574   (13.95%)   $  667    (1.19%)   $  675
TOTAL NON-INTEREST 
  EXPENSE            $2,357    (1.88%)   $2,402     4.08%    $2,308

A review of Non-Interest Expense reflects ongoing efforts to monitor and 
control non-interest expense categories such as Salaries and Benefits, Net 
Occupancy Expense, and Other Operating Expense.  Salaries and Benefits 
increased 1.23% when comparing March 31, 1997 to the same time period in 
1996.  Fulltime equivalent employees of 149 at 3/31/97 compared to 149 at 
3/31/96 and 145 at 12/31/96.  This level was maintained in 1997 in spite of 
the addition of 3 fulltime to staff Delta Finance Company, Inc. and the 
employment of 2 parttime and 1 fulltime student from local school vocational 
programs.  The bank participates in on the job training programs offered 
by City and County schools for vocational students.   It is anticipated 
that FTE will continue to be affected due to our participation in this 
program.  In the first quarter two Customer Service Associates were employed
to complete the bank CSA training program.  Parttime CSA's are trained to 
meet additional staffing needs during peak time hours and to support extended
banking hours.  Increased investment in technology resulted in an increase 
in computer expense and the related depreciation to those investments causing 
Net Occupancy Expense to increase 7.41%.  An ongoing strategic planning goal 
is to automate manual processes through technology and at the same time meet
the technological needs of our customer base.  Net Occupancy Expense is 
projected to continue to increase as technology is installed to accomplish 
this goal. These costs will be offset inpart by the reallocation of employees
to fee income producing positions.  Other Operating Expense continues to 
decline 13.95% reflecting controls in place to monitor inventory, professional
services and other expense categories.

                           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:
      12
                                  COMPOSITION OF DEPOSITS
                                       (in thousands)
                         1997               1996                1995
                   Average  Average  Average   Average   Average Average
                   Balance   Rate    Balance    Rate     Balance    Rate
Non 
 Interest Bearing
 Demand Deposits  $ 26,974     -     $ 26,019      -    $ 25,465    -

Savings Deposits  $ 82,994   3.27%   $ 71,530   3.10%   $ 65,650  2.96%

Time  Deposits    $147,971   5.44%   $141,216    5.70%   $126,852  5.59% 

TOTAL  DEPOSITS   $257,939   4.17%   $238,765   4.30%   $217,967  4.64%


A review of composition of deposits for the years 1997, 1996, and 1995 
reflects total deposit growth in excess of $19 million and $21 million 
respectively.  Growth in the deposit base was centered primarily in Time 
Deposits reflecting a growth rate of 8.03%.  Savings deposits growth was 
over 16%, while growth in interest bearing demand deposits remains flat.  
Growth in total deposits continues to be a challenge for First Citizens 
National Bank.  The company's marketplace is described as highly competitive, 
ing to a market share analysis, Bancshares hold approximately 51% (excluding 
overnight and fixed term repurchase agreements) of the bank deposits 
domiciled in Dyer County.  The bank competes with First Tennessee Bank, N.A. 
(23% of total county deposits), and security (14%).  Union Planters, another 
regional bank also hold market share of 11 percent.  First Citizens also 
competes with Dyersburg city employees Credit Union, seven or more consumer 
finance companies, and other types of financial service providers in the 
area.  Competitor marketing programs are aggressive in seeking new deposits
dollars with advertising programs that offers a rate on a certificate of 
deposit at .50 basis points higher than any rate offered by another local 
bank.    

Average rate paid on deposits (4.17%) continues to reflect sound asset/
liability management strategy to maintain interest margins that are 
consistent with company goals.  Another deposit strategy adopted in 1996 
was a shifting from paying higher rates to obtain retail deposits to the 
purchase of wholesale deposits.  Total deposits consisted of approximately 
$14 million in the State of Tennessee Funds at quarter end.  The 
implementation of a quality sales quality service program is also expected 
to increase deposit sales as well as provide for the cross selling of
additional products to form a total customer relationship profile.  
Quality Sales, Quality Service program is scheduled to be implemented in 
various phases beginning the first quarter, 1997.  An active officer call 
program is already in place to generate new business and provide support 
for existing customers.   Deposit growth in the 1997 budget is projected 
at approximately 7 percent.    

Sweep account funds totaling $14,477,000 are not included in the average 
balances for non-interest bearing demand deposits.  The "Sweep" total is 
included in the balance sheet category of securities sold under an agreement 
to repurchase totaling $33,877,000 with an average rate of 4.00% at 3/31/97.  
Repurchase Agreement "Sweep" 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 
as presented for payment.  There were no significant changes to products and 
services during the first quarter.

Management is continuously monitoring and enhancing the bank's product line 
in order to retain existing customers and to attract new customer 
relationships.  Among new products on the market are the "Visa Check Card" 
and "The Nest Egg Certificate of Deposit".  The Visa Check Card is an 
electronic check that allows our customers another convenient method of 
accessing their checking account funds without writing a check.  The Nest 
Egg Certificate of Deposit was introduced as a college 

      13

savings fund for parents requiring a savings instrument with a low opening 
balance and as often as weekly deposits made to the account.  Imaged deposit 
account statements continue to be a success with 99.9 percent acceptance.

The following table sets 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, 1997:  

          Maturity Distribution Of Time Certificates Of Deposit
         In Amounts of $100,000.00 Or More As Of March 31, 1997

                              (in thousands) 
           Maturity                                 Total Amount
       3 months or less                               $17,763
       3 through 12 months                            $11,797
       1 year through 5 years                         $ 9,490
       over 5 years                                   $     0
                                           Total      $39,050

A summary of average interest earning assets and interest bearing 
liabilities is set forth in the following table together with average 
yields on earning assets and average costs on interest bearing liabilities.  
The average yield on interest earning assets continues to 
climb upward when reviewing the information presented in the table.  
Interest earning assets as of 3/31/97 were $288,054,000 at an average 
rate of 8.70% compared to $268,298,000, average rate of 8.91% and 
$242,023,000 average rate of 8.71% at 3/31/96 and 3/31/95 respectively.  
The rate earned on interest bearing deposits increased 3.28% and 2.90% 
when comparing 1997, 1996 and 1995.  The average rate on total interest 
bearing liabilities was 4.65%, 4.81%, and 4.70% as of March 31, 1997, 
1996, and 1995.  Net yield on average earning assets was 4.56%, 4.65%, and 
4.54%, reflecting a downward movement in interest rates beginning in mid 1996
and continuing into 1997.  Maintaining interest rate margins achieved in 
prior years continues to be a challenge.  As interest rates are rising 
customers are shopping banks to lock in the lowest rate possible on loans, 
while deposit customers are shopping to lock in the highest rate on deposits.
First Citizens has historically out performed peer banks with the average 
rate earned on the loan portfolio.  Asset/Liability policies are in place to 
protect the company from the negative effects of volatile swings in interest 
rates.  Interest margins are well managed to achieve acceptable profits and 
a return on equity within policy guidelines.

      14


                          First Citizens National Bank
                             Quarter Ending March 31
                    Monthly Average Balances and Interest Rates
                                 (in thousands)

                           1997                   1996                   1995 
                   Average        Average Average        Average Average         Average
                   Balance Interest Rate  Balance Interest  Rate Balance Interest   Rate
                                                      
ASSETS
INTEREST EARNING
  ASSETS:
  Loans (1)(2)(3)  $207,667 $4,884 9.41%  $191,649 $4,685 9.78% $167,931 $4,019    9.57%
 
Investment Securities:
  Taxable          $ 66,522 $1,134 6.82%  $ 63,718 $1,051 6.60% $ 60,262 $  997    6.62%  
  Tax Exempt (4)   $ 10,568 $  201 7.61%  $ 10,948 $  208 7.60% $ 10,814 $  208    7.70%
Interest Earning
  Deposits         $    201 $    2 3.98%  $     49 $    1 8.17% $    163 $    2    4.91%
 
Federal Funds Sold $  3,096 $   43 5.56%  $  1,930 $   27 5.60% $  2,819 $   42    5.96%
 
Lease Financing    $      0 $    0    0%  $      4 $    0    0% $     34 $    1   11.76%
 
Total Interest
  Earning Assets   $288,054 $6,264 8.70%  $268,298 $5,972 8.91% $242,023 $5,269    8.71%
 
NON-INTEREST
  EARNING ASSETS:
Cash and Due From
  Banks            $ 10,403 $   -     -%  $  9,958 $    -    -% $  9,342 $    -       -%
 
Bank Premises and
  Equipment        $  8,144 $   -     -%  $  8,748 $    -    -% $  8,503 $    -       -%
 
Other Assets       $  7,338 $   -     -%  $  4,343 $    -    -% $  3,936 $    -       -%

Total Assets       $313,939 $   -     -%  $291,347 $    -    -% $263,804 $    -       -%

LIABILITIES AND
 SHAREHOLDERS' EQUITY:
INTEREST BEARING

LIABILITIES:
Savings Deposits   $ 82,994 $   678 3.27% $ 71,530 $  553 3.10% $ 65,650 $  485    2.96%
  
Time Deposits      $147,971 $ 2,011 5.44% $141,216 $2,010 5.70% $126,852 $1,773    5.59%
  
Federal Funds
 Purchased and 
 Other Interest 
 Bearing 
  Liabilities      $ 25,560 $   293 4.59% $ 25,024 $  296 4.74% $ 22,620 $  269    4.76%
 
Total Interest
 Bearing 
  Liabilities      $256,525 $ 2,982 4.65% $237,770 $2,859 4.81% $215,122 $2,527    4.70%

 NON-INTEREST
BEARING LIABILITIES:
Demand Deposits    $ 26,974 $     -    -% $ 26,019 $  -      -% $ 25,465 $  -         -% 
 
Other Liabilities  $  2,194 $     -    -% $  2,570 $  -      -% $  1,599 $  -         -%                 
Total Liabilities  $285,693 $     -    -% $266,359 $  -      -% $242,186 $  -         -% 

SHAREHOLDERS'
  EQUITY           $ 28,246 $     -    -% $ 24,988 $  -      -% $ 21,618 $  -         -%

TOTAL LIABILITIES
  AND SHAREHOLDERS'   
  EQUITY           $313,939 $     -    -% $291,347 $  -      -% $263,804 $  -         -%
 
 NET INTEREST
  INCOME           $     -  $3,382     -% $      - $3,113    -% $      - $2,742       -%   

NET YIELD ON
  AVERAGE EARNING
  ASSETS           $     -  $  -    4.56% $      - $  -   4.65% $      - $  -      4.54%
(Annualized)



    15

     (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 presented on a taxable 
          equivalent basis. 


                               COMPOSITION OF LOANS

The bank's loan portfolio has experienced exceptional loan growth as 
reflected in the Composition of Loans table.  Total loans have increased 
from $197,201,000 at 3/31/96 to $214,560,000 at 3/31/97.  When reviewing 
loan categories, it is evident that the largest percentage of growth is 
centered in Real Estate Mortgage Loans.  Mortgage loans have increased from 
$95,763,000 at 3/31/95 to $112,732,000 at 3/31/96 and $129,317,000 at 
3/31/97.  The upward trend is attributed to substantial growth in both 
population and number of households recorded in Dyer County over the past
decade. Commercial, financial, and agricultural loans decreased 
approximately $4.8 million or 11.69%.  Growth in this category has been 
slower than previous quarters as a result of delayed drawdowns on 
agricultural lines of credit.  Extensive flooding followed by a wetter 
than normal spring forced delays in farm operations.

First Citizens is located in the Dyersburg/Dyer County trade area having a 
population of approximately 40,000.  The entire trade areas has outpaced 
both the state and the nation in per capita personal income growth since 
the early 1980's.  The State of Tennessee projects that per capita income in 
the area will be greater than the national average by the year 2000. A 
diversified mix of industry in the local economy has provided stable, 
growing employment opportunities for residents under all economic conditions.
The Dyer County distribution of employment consists primarily of service
employers 14.9%, government 14.7%, trade 19.3%, and manufacturing of 40.5%.
Dyer County's unemployment rate for January was 7.2% decreasing .3% from 
October's rate of 7.5% according to the Tennessee Department of Employment 
Security.  This compares to Tennessee's unemployment rate of 5.0% for 
January, which is 2.2% lower than our county's rate.  Manufacturer's within 
the area have indicated that a softness in demand for their products was the 
cause for the higher county unemployment rate.  During the first quarter of 
1997, two local manufacturing firms have announced expansions which would 
add jobs for people in Dyer County in 1997.
 

The provision for loan losses increased in proportion to loan growth as 
required by loan policy.  Problem loans at 3/31/97 were $3,228,431 
reflecting an increase of $217,688 from 3/31/96.  Watch loans totaled 
$121,572.  Past due loan totals were slightly above peer group totals at 
quarter end. However, immediately following quarter end, past due loan 
totals were reduced to be more in line with peer banks.  Loans reviewed 
during the last twelve months comprise $125,440,243 or 67.05% of the loan 
portfolio.  Problem loan and past due totals posted a significant increase
after April, 1996 due to the addition of one credit totaling $991,029.
First Citizens was made aware that the company had filed a chapter 11 
bankruptcy and that legal claims had been filed against the company's CFO 
claiming among other things the selling of fictitious leases.  First 
Citizens National Bank is a holder of outstanding debt on the company as 
of 3/31/97 totaling $700,000.  Charged off debt on this line totals 
approximately $291,000 as of year end 1996.  The bank holds approximately 
176 outstanding leases.  All leases have been reinspected and we have no 
reason to believe that fictitious or fraudulent leases are contained within 
our portfolio.  An allocation of $400,000 was added to the Loan Loss 
Reserve to cover any exposure to the bank.  It is expected that attorney's 
representing First Citizens will have negotiated a settlement agreement 
before June 30, 1997.  

Experience of Senior loan and loan review staff as well as adherence to 
policy lends a comfort level to the portfolio and supports the Loan Loss 
Allowance at the present level.  Loan Administration sets policy 

      16

guidelines approved by the Board of Directors regarding portfolio 
diversification and underwriting standards.  Loan policy includes board 
approved guidelines for collateralization, loans in excess of loan to value 
limits, maximum loan amount, maximum maturity and amortization period for 
each loan type.  Policy guidelines for loan to value ratio and maturities 
related to various collateral are as follows: 

Collateral   Max. Amortization          Max. LTV

Real Estate        Amort. discussed herein    Amort. discussed herein
Equipment          5 Years                    75%
Inventory          5 Years                    50%
A/R                5 Years                    75%
Livestock          5 Years                    80%
Crops              1 Year                     50%
*Securities        10 Years                   75% (Listed)
                                              50% (Unlisted)

*Maximum LTV on margin stocks (stocks not listed on a national exchange) 
when proceeds are used to purchase or carry same, shall be 50%.

Diversification of the banks' real estate portfolio is a necessary and 
desirable goal of the bank's real estate loan policy.  In order to achieve 
and maintain a prudent degree of diversity, given the composition and 
general economic state of the bank's market area, the bank will strive to 
maintain a real estate loan portfolio diversification based upon the 
following:

*   Agricultural loans totaling in aggregate no more than 20% of the 
       Bank's total loans;

*   Land acquisition and development loans totaling in aggregate no 
       more than 10% of the Bank's total loans;

*   Commercial construction loans totaling in aggregate no more than 
       10% of the Bank's total loans;

*   Residential construction loans totaling in aggregate no more than 
       10% of the Bank's total loans;

*   Residential mortgage loans totaling in aggregate no more than 40% 
       of the Bank's total loans; and 

*   Commercial loans totaling in aggregate no more than 30% of the 
       Bank's total loans.

It is the policy of FCNB that no real estate loan will be made (except in 
accordance with the provisions for certain loans in excess of supervisory 
limits provided for hereinafter) that exceed the loan-to-value percentage 
limitations ("LTV limits") designated by category as follows:

     Loan Category                         LTV Limit (%)

    Raw Land                                    65
    Land Development or Farmland                75
    Construction:
       Commercial, multi-family, and
       other non-residential                    80
       1-to-4 family residential                80
    Improved Property                           80
    Owner-occupied 1-to-4 family 
       and home equity                          80
      17

Multi-family construction loans include loans secured by cooperatives 
and condominiums.  Owner-occupied 1-to-4 family and home equity loans 
which equal or exceed 90% LTV at origination must have either private 
mortgage insurance or other readily marketable collateral pledged in 
support of the credit.

On occasion, the Loan Committee may entertain and approve a request to 
lend sums in excess of the LTV limits as established by policy, provided 
that:

a.  The request is fully documented to support the fact that other 
    credit factors justify the approval of that particular loan as an
    exception to the LTV limit; 

b.  The loan, if approved, is designated in the Bank's records and 
    reported as an aggregate number with all other such loans approved 
    by the full Board of Directors on at least a quarterly basis; 

c.  The aggregate total of all loans so approved, including the extension 
    of credit then under consideration, shall not exceed 50% of the 
    Bank's total capital; and 

d.  Provided further that the aggregate portion of these loans in excess 
    of the LTV limits that are classified as commercial, agricultural, 
    multi-family or non-1-to-4 family residential property shall not 
    exceed 30% of the Bank's total capital.  

Amortization Schedules.  Every loan must have a documented repayment 
arrangement.  While reasonable flexibility is necessary to meet the credit 
needs of the Bank's customers, in general all loans should be repaid within 
the following time frames:

         Loan Category                      Amortized Period

         Raw Land                               10 years 
         Construction:
           Commercial, multi-family, and
           other non-residential                20 years 
           1-to-4 family residential            20 years 
         Improved Property Farmland             20 years 
         Owner-occupied 1-to-4 family 
           and home equity                      20 years       


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

                Year         Yield

                1997          9.41%
                1996          9.78%
                1995          9.57%
                1994          8.77%
                1993          9.73%


The aggregate amount of unused guarantees, commitments to extend credit 
and standby letters of credit was $36,865,000 as of 3/31/97.
      18


The following table sets forth loan totals net of unearned income by 
category for the past five years:
                                            March 31
                                          (in thousands)
                           1997      1996     1995     1994       1993
Real Estate Loans:
  Construction          $ 17,643  $ 13,875  $ 11,457  $  7,598  $  7,003  
  Mortgage              $129,317  $112,732  $ 95,763  $ 90,537  $ 87,864  
Commercial, 
 Financial and
 Agricultural 
 Loans                  $ 41,802  $ 46,691  $ 45,467  $ 35,784  $ 27,206  
Installment 
 Loans to
 Individuals            $ 23,630  $ 21,739  $ 19,885  $ 16,212  $ 14,976  
Other Loans             $  2,168  $  2,164  $  1,878  $  2,711  $  2,119 
TOTAL LOANS             $214,560  $197,201  $174,450  $152,842  $139,168 
   
   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 $85,487,000 or 39.84% of the total 
portfolio are subject to repricing with one year or carry a variable rate 
of interest.  The ratio is down slightly from 43.89% at 3/31/96, and 40% at 
3/31/95.  Maturities in the one to five year category total $134,248,000, 
reflecting an increase of $19.5 million when compared to 3/31/96.   

                                     Due after
                  Due in one       one year but         Due after
                 year or less    within five years    five years
                                   (in thousands)

Real Estate        $37,680            $96,850            $12,430

Commercial, 
 Financial and
 Agricultural      $22,502            $18,451            $   849

All Other Loans    $ 6,759            $18,947            $    92

TOTAL              $66,941           $134,248            $13,371

Loans with Maturities After One Year for which:
                                                   (in thousands)
Interest Rates are Fixed or Predetermined            $129,073
Interest Rates are Floating or Adjustable             $18,546

                    NON-PERFORMING ASSETS

Non-performing assets at 3/31/97 were 1.04% of total loans compared to .59% 
at 3/31/96 and to peer banks ratio of .77% at 12/31/96.  The increase is 
due primarily to a Bankruptcy credit totaling $700,000 (discussed in the 
section titled Composition of Loans) and four credits totaling $845,198 
that are 90% guaranteed by the Federal Farm Service Agency.  Request for 
payment has been made for the Ag credits in the first quarter.  It is 
expected that payment will be received before the end of second quarter 
1995.  The increase in 1995 was the result of one credit totaling $900,000 
classified as non-performing the first quarter. The credit was paid in full 
the last quarter of 1995 and no losses were incurred.

Non-Accrual loans total $1,069,940 consisting primarily of two credits, one 
of which is the $700,000 credit discussed previously.  Miscellaneous loans 
of less than $20,000 make up approximately $174,000.  

       19

Categorization of a loan as non-performing is not in itself a reliable 
indicator of potential loan loss.  The banks' policy states that the Bank 
shall not accrue interest or discount on (1) any asset which is maintained 
on a cash basis because of deterioration in the financial position of the 
borrower, (2) any asset for which payment-in-full of interest or principal 
is not expected, or (3) any asset upon which principal or interest has 
been in default for a period of 90 days or more unless it is both well 
secured and in the process of collection.  For purposes of applying the 90 
day past due test for the non-accrual of interest discussed above, the date 
on which an asset reaches non-accrual status is determined by its 
contractual term.  A debt is well secured if it is secured (1) by collateral 
in the form of liens or pledges or real or personal property, including 
securities that have a realizable value sufficient to discharge the debt 
(including accrued interest) in full, or (2) by the guaranty of a financially
responsible party.  A debt is considered to be proceeding in due course either
through legal action, including judgement enforcement procedures, or, in 
appropriate circumstances, through collection efforts not involving legal 
action which are reasonably expected to result in repayment of the debt or 
in its restoration to a current status.  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 3/31/97 if all loans reported as 
non-accrual had been current in accordance with their original terms and had 
been outstanding throughout the period is $25,000.  Interest income on loans 
reported as ninety days past due and on interest accrual status was $24,000
for year-to-date 1997.  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 loans at March 31, 1997 were 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 reevaluated at regular intervals for effectiveness.

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    
       1997           $1,069              $1,152        $2,221
       1996           $  740              $  427        $1,167
       1995           $  721              $1,404        $2,125
       1994           $1,051              $  439        $1,490
       1993           $1,517              $  161        $1,678


                   LOAN LOSS EXPERIENCE AND
                   RESERVES FOR LOAN LOSSES

During the quarter just ended activity to the Reserve Account consisted 
of (1) loan charge-offs - $39,000 (2) recovery of loans previously charged 
off - $33,000 and (3) additions to Reserve - $170,000.  Recovery of loans 
previously charged off continues to be a priority to the bank. One full 
time employee is assigned the responsibility for recovery of charged off 
loans and overdrawn deposit accounts.
       20

An analysis of the allocation of the allowance for Loan Losses is made 
on a fiscal quarter at the end of the month, (February, May, 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 measure 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

An annual review of the loan portfolio to identify 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. 

For analysis purposes 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 customary. 

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.

5.  Charged-Off  

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.

      21


LOAN LOSS ALLOWANCE ANALYSIS
DATE
The following table disclosed the formula for the Analysis for the Loan Loss 
Allowance:

          AVERAGE       AVERAGE        PERCENT CURRENT  RESERVE
          LOSS 3 YRS.   BALANCE 3 YRS.         BALANCE  REQUIRED

I. CREDIT      $         GROSS  $          %     $         $
   CARDS

II. INSTALL.   $         NET    $          %     $          $  
    LOANS

III. IMPAIRED WITH ALLOCATIONS                   $          $
     IMPAIRED WITHOUT ALLOCATIONS                $          $
     ALLOWANCE
IV.  DOUBTFUL                            50%     $          $
     SUBSTANDARD                         10%        
     WATCH                                5%
     OTHER LOANS NOT LISTED PREVIOUSLY  .75%
     LESS SBA/FMHA GUARANTEED PORTIONS 
                                                 __________
     TOTAL LOANS                                 $

V.   LETTERS OF CREDIT                  .75%     $          $

VI.  OTHER REAL ESTATE OWNED                                $
                                                           ______
     RESERVE REQUIRED                                       $
 
     RESERVE BALANCE                                        $

     EXCESS (DEFICIT)                                       $

     RESERVE AS % OF TOTAL LOANS %
     PEER GROUP %

     LOSS EXPERIENCE III & IV AVERAGE LAST 3 YEARS
                    .% OR $

Management estimates the approximate amount of charge-offs for the 12 
month period ending 12/31/97 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
               01/01/97 through 12/31/97   Total $200,000

The book value of repossessed real property held by Bancshares and First 
Citizens National Bank at 3/31/97 is $164,000 compared to $861,000 at 
3/31/96 and $1,032,000 at 3/31/95.  The balance was significantly reduced 
as a result of the sale of a strip shopping center in November  1996.  The 
remaining balance held in repossessed real property represents property 
purchased for expansion of the branch located on Highway 51 Bypass valued at 
$164,000.  Accounting for adjustments to the value of Other Real Estate
sset is recorded at the lesser of its appraised value or the loan balance. 

      22

All other real estate parcels are appraised annually and the carrying value 
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 
expense; and the ratio of net loans charged off to average loans 
outstanding.

                        First Citizens National Bank
              Loan Loss Experience and Reserve for Loan Losses
                               (in thousands)
                          Quarter ending March 31

                          1997        1996       1995       1994       1993

Average Net Loans
Outstanding              $207,667   $191,653   $167,965   $149,438   $132,564
Balance of Reserve
for Loan Losses
at Beginning of
Period                   $  2,282   $  2,216   $  2,054   $  1,676   $  1,703
Loan Charge-Offs         $    (39)  $    (72)  $    (60)  $    (24)  $    (26)
Recovery of Loans
Previously Charged Off   $     33   $     40   $     56   $     44   $     38
Net Loans Charged Off    $     (6)  $    (32)  $     (4)  $     20   $     12
Additions to Reserve
Charged to Operating
Expense                  $    170   $    105   $     65   $     99   $    117

Balance at End of
Period                   $  2,446   $  2,289   $  2,115   $  1,795   $  1,832

Ratio of Net Charge-Offs 
during quarter to Average 
Net Loans Outstanding      (.01%)     (.02%)      (.00%)      .01%        .01%

The following table will identify charge-offs by category for the periods 
ending 3/31/97, 3/31/96 and 3/31/95: 

Charge-offs:                                     1997    1996     1995     
Domestic:
   Commercial, Financial and Agricultural       $   8      $ 43     $ 0
   Real Estate-Construction                         0         0       0
   Real Estate-Mortgage                             0         0      31
 Installment Loans to individuals                  31        29      29
   Lease financing                                  0         0       0
   Foreign                                        N/A       N/A     N/A
                                       Total       39        72      60
Recoveries:
 Domestic:
   Commercial, Financial and Agricultural        $ 10      $ 8     $ 15
Real Estate-Construction                            0        0        0
   Real Estate-Mortgage                             0        1       10
Installment Loan individuals                       23       31       31
Lease Financing                                     0        0        0
Foreign                                           N/A      N/A      N/A
                                        Total    $ 33     $ 40     $ 56
 
Net Charge-offs                                 $ (6)   $ (32)    $ (4)



     23

Investment Securities

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

                            Composition of Investment Securities
                                            (March 31)

                           1997     1996     1995     1994    1993    
U. S. Treasury & 
 Government Agencies      $66,923 $62,387  $60,735  $42,353  $61,068 
State & Political 
 Subdivisions             $10,630 $11,013  $10,426  $13,665  $ 9,057 
All Others                $ 3,009 $ 3,637  $ 4,393  $ 5,519  $ 5,645 
                  TOTALS  $80,562 $77,037  $75,554  $61,537  $75,770 
                                                     
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, 1997 were up 
$3.5 million when compared to the same time period in 1996.  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. Fixed rate holdings comprise 90% of the portfolio, 
while adjustable rates comprise the remaining 10%.  

Purchases made during the first quarter, 1997 totaled $7,670,000 consisting 
of Government Backed and Municipal Securities.  Securities totaling 
$5,790,000 were placed in the Held-To-Maturity Account while securities 
totaling $1,880,000 were booked in the Available for Sale account.  

First quarter sales totaled $1,000,000 at a loss of $6,209.  Sales were made
from the available for sale account.

Fixed rate holdings currently have an expected average life of 3.5 years.  
It is estimated that this average life would extend to 5.1 years should rates
rise 100 basis points and 5.3 years should rates increase 200 basis points.  
This is a result of some extension occurring in the callable bonds and 
mortgage-backed holdings as rates rise.  Should rates decline 100 basis 
points the average life would decrease 1.9 years.  

In terms of price sensitivity, we estimate that if rates rise 100 basis 
points the market value of the portfolio would fall by 3.6%, while rates 
rising 200 basis points would impact the market value by a negative 7.3%.  
This is consistent with the price sensitivity of the 4 year Treasury bond, 
which is consistent with the current average life of the portfolio.  If 
rates go down 100 basis points we estimate that the market value would 
increase by 2.7%.

The adjustable rate holdings reprice on an annual or more frequent basis 
and currently have an average life of 9.4 years.  Due to the structure of 
these holdings, we would expect very little extension to occur in average 
life should interest rates rise, but could see some shortening if rates fall.
We estimate the adjustable rate holdings also have the price sensitivity of a
3-year Treasury, although this is more difficult to project on adjustable 
rate holdings than on fixed rate holdings.  

FASB 115 required banks to maintain separate investment portfolios for Held-
To-Maturity, Available-For-Sale, and Trading Account Investments.  As of 
March 31, 1997 approximately 40% of the total

      24

portfolio was placed in the Held-To-Maturity account.  The remaining  60% was
booked in the Available-For-Sale account.  FASB 115 requires 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 $412,590 during the quarter ended 3/31/97.

Maturities in the portfolio are made up of 10% within one year, 39% after 
one year and within five years, and 51% after five years.  Policy provides 
for 20% maturities on an annual basis.  Maturities were extended from 5 to 
10 years on most securities purchased after  1995.  Management made a 
conscious effort to extend maturities for a higher yield on the portfolio.  
Securities purchased with extended maturities bear call features ranging 
from 1 to 3 years.  Approximately $1 million are projected to be call
as projected changes in interest rates.

First Citizens National Bank has not engaged in derivative activities as 
defined by paragraph 5 thru 7 of FASB 119 (reference footnote 7).
      25
                                    Investment Securities
                            Held to Maturity      Available for Sale
                                        March 31, 1997
                                         (in thousands)
                            Amortized      Fair   Amortized    Fair 
                              Cost        Value     Cost       Value

U.S. Treasury Securities     $ 2,003     $ 1,997   $ 5,982   $ 5,980
   U.S. Government agency
   and corporation obligations 
   (exclude mortgage-backed 
   securities):
      Issued by U.S. Government 
      agencies (2)                 0           0         0         0
      Issued by U.S. Government-
      sponsored agencies (3)  21,599      21,447    26,652    26,267
Securities issued by states
 and political subdivisions
 in the U.S.:
     General obligations       3,678       3,879     3,688     3,671
     Revenue obligations       2,580       2,573       701       701
     Industrial development 
     and similar obligations       0           0         0         0
Mortgage-backed securities (MBS):
 Pass-through securities:
      Guaranteed by GNMA         293         300     4,817     4,791
      Issued by FNMA and FHLMC   743         741       352       354
      Other pass-through
        securities                 0           0         0         0
 Other mortgage-backed securities
  (include CMOs, REMICs, and 
  stripped MBS):
      Issued or guaranteed by FNMA,
        FHLMC, or GNMA         1,144      1,141      3,753     3,748
      Collateralized by MBS
        issued or guaranteed by
        FNMA, FHLMC, or GNMA       0           0         0         0
        All other privately-
         issued                    0           0         0         0
 Other debt securities:
   Other domestic debt 
    securities                   500         500         0         0
    Foreign debt securities        0           0         0         0
   Equity securities:

    Investments in mutual funds
    Other equity securities with
    readily determinable fair 
    values                         -           -       749       758
   All other equity securities (1) -           -     1,752     1,752
       Total                  32,540      32,578    48,446    48,022

(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.
      26


                                   Investment Securities
                                Unrealized Gains/(Losses)
                                      March 31, 1997

                            Unrealized   Unrealized      Net
                              Gains       Losses     Gains/Losses
                                  
U. S. Treasury Securities       63          71           (8)
Obligations of U.S.
 Government Agencies &
 Corp.                         305         937         (632)
Obligations of States and
 Political Subdivisions        219          42          177 
Other Securities                 1           0            1
     Totals                    588        1050         (462)



                              Maturity and Yield on Securities March 31, 1997
                                            (in thousands)

                                           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
                                                         
U. S. Treasury and
Government Agencies   $ 7,369   6.00%   $24,682   6.60%  $22,469   6.90% $12,403 7.35%

State and Political
Subdivisions*         $ 1,880   7.19%   $ 5,995    6.62%  $ 2,375   7.84% $   380 7.68%  

All Others            $   500   6.00%   $     -      -%  $ 2,509   5.60%  $    -    -%

TOTALS                $ 9,749   6.23%   $30,677   6.61%  $27,353   6.86% $12,783 7.37%
                                       

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







      27

                    Return on Equity and Assets

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

                        1997    1996    1995   1994   1993    
Percentage of Net 
  Income to:
Average Total Assets    .35%   .33%    .24%   .35%    .32% 
Average Shareholders 
 Equity                3.74%  3.47%   2.64%  3.74%   3.84%   
Percentage of 
 Dividends Declared 
 Per Common Share 
 to Net Income 
 Per Common Share     27.04% 25.56%  33.90% 22.73%  22.41%  
Percentage of Average 
 Shareholders'
 Equity** to Average 
 Total Assets         10.14% 10.07%   9.18% 10.03%   9.10%   

Return on assets is a measurement of the firms ability in terms of asset 
utilization.  Total assets at 3/31/97 was $323,400,000.  Efforts continue 
to focus on positioning the company for future growth and profitability 
through improvements in technology, solid growth in the deposit base and 
efficient utilization of the branch distribution system.  Accelerated asset 
growth coupled with rising interest rates had a significant impact on 
earnings in 1995.  Results of operations for 1996 and first quarter of 1997
reflect continuous improvement.

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 2.00% is required if 
maximum benefits are to be realized.

Total Shareholder's equity (including Loan Loss Reserve) of First Citizens 
Bancshares as of 3/31/97 was $30,170,000 compared to $29,603,000 at 12/31/96.

Percentage of Dividends declared per common share to net income per common 
share increased on a consistent basis for the years under comparison when 
1995 is excluded. Suppressed earnings in 1995 distorted the ratio.  Number 
of shares outstanding continues to increase as a result of shares issued on 
a quarterly basis to service the Dividend Reinvestment Program. A stock 
repurchase program has been proven to be ineffective in creating 
availability of shares. Shareholders continue to express an interest in 
buying additional stock rather than selling shares.  Under the terms of
the repurchase program, the company would repurchase up to $200,000 of 
Bancshares'stock in a calendar quarter on a first come first served basis.
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.







      28


A quarterly dividend declared for each quarter in 1996 was 32.5 cents per 
share compared to .30 cents per share in 1995.  A special dividend of .30 
cents per share was also declared the fourth quarter compared to .10 cents 
per share in 1995.

               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, and a strong capital base combined 
with expanded lines of credit with the Federal Home Loan Bank assure adequate
liquidity.  Strong loan demand and seasonal growth in agriculture lines
of credit place the bank in a tight liquidity position May through October
each year.  Loan to deposit ratio including repurchase agreements and federal
home loan bank borrowings is 83.52% at 3/31/97 compared to 81.99% at 3/31/96. 
Deposit growth at quarter end was approximately 7%, while loan growth was 9%.


To address liquidity concerns the bank has the following sources available: 
(1) Approved lines of credit with the Federal Home Loan Bank totaling $11.5 
million and correspondent banks totaling $8.5 million; (2) Loans in excess 
of $66 million maturing in one year or less; and (3) Investment Securities 
totaling $10 million with maturity dates of one year or less.  At March 31, 
1997 Federal Home Loan Borrowings totaled $9 million. Other sources of 
liquidity or non-core fundings is the State of Tennessee (jumbo CDs).  The
state has $10 million in CDs with First Citizens as of 3/31/97.  The 
average rate associated with these deposits is 5.42%.  These funds are
utilized to earmark specific asset needs.


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 

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 net interest income exposure 
to Tier I Capital shall not exceed 2.00%. Interest rate risk is separated 
and analyzed according to the following categories of risk: (1) repricing 
(2) yield curve (3) option risk (4) price risk and (5) basis risk. Trading 
assets are utilized in-frequently and are addressed in the investment policy.  
Any unfavorable trends reflected in interest rate margins will cause an
immediate adjustment to the bank's gap position or asset/liability
management strategies.  Interest rate at 3/31/97 projected through gap
simulations, reflects exposure in the range of $12,000 - $38,000.

      29

                                CONDENSED GAP REPORT
                        ------------------------------------
                                  CURRENT BALANCES
                        -----------------------------------
                                      03/31/97
                                   (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
- ------------------------------------------------------------------------------------------
                                               
CASH AND DUE FROM
CASH AND DUE FROM  12,879   -       -      -      -      -      -       -  12,879
MONEY MARKET          203 203       -      -      -      -      -       -       -
                                                                                          
TOTAL CASH & 
  DUE FROM         13,082 203       -      -      -      -      -       -  12,879

INVESTMENTS
US TREASURIES       7,983   -       -      -      -  1,250   1,253  2,454   3,026
US AGENCIES        58,252   -       -      -      -  6,425   2,433  5,221  44,173
MUNICIPALS         10,630   -       -      -      -  1,880       -  1,312   7,438
CORP & OTHERS         500   -       -      -      -    500       -      -       -
EQUITIES            2,509   -       -      -      -      -       -      -   2,509
                                                                              
 TOTAL INVESTMENTS 79,874   -       -      -      - 10,055   3,686  8,987  57,146

LOANS
COMMERCIAL FIXED   27,486   -   2,177    583  1,075  2,148   6,909  4,425  10,169
COMMERCIAL 
   VARIABLE        13,671   -  13,671      -      -      -       -      -       -
REAL ESTATE-
     VARIABLE      17,770   -  16,644  1,117      9      -       -      -       -
REAL ESTATE FIXED 124,011   -   3,090  1,508  2,536  5,410  16,027  9,537  75,903
HOME EQUITY LOANS   4,789   -   4,789      -      -      -       -      -       -
SEC MORTGAGE          390   -       -      -      -      -       -      -     390
INSTALLMENT LOANS  22,735   -     494    218    352    950   1,682  4,082  14,957
INSTALLMENT VARIABLE   65   -      65      -      -      -       -      -       -
FINANCE COMPANY       830   -       -      -      -      -     830      -       -
FLOOR PLAN            645 645       -      -      -      -       -      -       -
CREDIT CARDS        1,659   -       -      -      -      -       -      -   1,659
FACTORING REC         142   -     142      -      -      -       -      -       -
OVERDRAFTS            367   -     367      -      -      -       -      -       -
TOTAL LOANS       214,560 645  41,439  3,426  3,972  8,508  25,448 28,044 103,078
LOAN LOSS RESERVE   2,446   -       -      -      -     -        -      -   2,446
                                                                                          
NET LOANS         212,114 645  41,439  3,426  3,972  8,508  25,448 28,044 100,632

FED FUNDS SOLD 
                                                                                          
TOTAL EARNING 
  ASSETS          291,988 645  41,439  3,426  3,972  8,508  25,448 28,044 100,632

OTHER ASSETS
BUILDING, F&F 
  & LAND            8,235   -       -      -      -      -       -      -   8,235
OTHER ASSETS        8,398   -       -      -      -      -       -      -   8,398
                                                                                          
TOTAL OTHER ASSETS 16,633   -       -      -      -      -       -      -  16,633
                                                                                          
TOTAL ASSETS      321,703 848  41,439  3,426  3,972 18,563  29,134 37,031 187,290

DEMAND DEPOSITS    28,983   -       -      -      -      -       -      -  28,983
                                                                                          
TOTAL DEMAND       28,983   -       -      -      -      -       -      -  28,983

      30

                                CONDENSED GAP REPORT
                        ------------------------------------
                                  CURRENT BALANCES
                         -----------------------------------
                                      03/31/97
                                   (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
- ------------------------------------------------------------------------------------------
                                                         
SAVINGS ACCOUNTS
REGULAR SAVINGS    17,100  17,100      -       -       -       -       -       -        -
NOW ACCOUNT        26,306  26,306      -       -       -       -       -       -        -
BUSINESS CHECKING     278     278      -       -       -       -       -       -        -
IMF MMDA           11,239  11,239      -       -       -       -       -       -        -
FIRST RATE ACCOUNT 23,821  23,821      -       -       -       -       -       -        -
DOGWOOD CLUB        4,925   4,925      -       -       -       -       -       -        -
                                                                                            
TOTAL SAVINGS      83,669  83,669      -       -       -       -       -       -        -

TIME DEPOSITS
CD 1-2 MONTHS       9,422       -  1,784   7,638       -       -       -       -        -
CD 3 MONTHS         1,425       -    660     376     378      10       1       -        -
CD 4-5 MONTHS       2,751       -    206       -       -   2,545       -       -        -
CD 6 MONTHS        23,545       -  3,346   5,018   3,224  11,535     422       -        -
CD 7-11 MONTHS      3,111       -    210       -     353   1,979     569       -        -
CD 12 MONTHS       16,806       -  2,337   1,119   1,761   4,907   6,499     183        -
CD 13-17 MONTHS     1,205       -      -       -     161     111      23     910        -
CD 18-23 MONTHS       544       -      2       -      10      47     208     277        -
CD 24 MONTHS        7,673       -    729     496     423     392     943   4,612       78
CD 25-30 MONTHS     7,591       -      -      22      16      16     178   7,262       97
CD 31-59 MONTHS    14,514       -    171     903   3,833   3,184   1,869   3,602      952
CD 31-59 MONTHS
 VARIABLE              87       -      -       -       -      12      15      60        -
CD 60 MONTHS        6,478       -    243       -      50     536     729   2,273    2,647
CD 60 MONTH VAR.    1,053       -      -      23       -       -     123     643      264
CD SWEET 16        25,210       -      -   2,018   1,394   6,436   7,364   7,997        -
CD 7 MONTHS         2,003       -      -       -     268   1,592     143       -        -
IRA FLOATING          182       -    182       -       -       -       -       -        -
CHRISTMAS CLUB        186       -      -       -       -       -     186       -        -
                                                                                            
TOTAL TIME        144,248       - 10,851  18,299  12,454  35,620  23,085  33,078   10,861
                                                                                            
TOTAL DEPOSITS    256,900  83,669 10,851  18,299  12,454  35,620  23,085  33,078   39,844

FED FUNDS PURCHASED 3,250   3,250      -       -       -       -       -       -        -
TT&L                1,000   1,000      -       -       -       -       -       -        -
SECURITIES SOLD-
  SWEEP            14,477  14,477      -       -       -       -       -       -        -
SECURITIES SOLD- 
  FIXED             5,018       -    330     505     188   3,117       -     878        -
FHLB-SHORT TERM     2,675   2,675      -       -       -       -       -       -        -
FHLB-LIBOR INVEST.  1,947       -  1,947       -       -       -       -       -        -
FHLB-LONG TERM      2,013       -      -       -       -       -       -       -        -
FHLB-PRIME RATE 
  ADVANCE           2,497   2,497      -       -       -       -       -       -        -
NOTES PAYABLE-
  FINANCE           1,000       -      -       -       -       -   1,000       -        -
                                                                                            
TOTAL SHORT TERM 
  BORROWINGS       33,877  23,899  2,277     505     188   3,117   1,000     878    2,013

OTHER LIABILITIES   2,449       -      -       -       -       -       -       -    2,449
                                                                                            
TOTAL OTHER LIAB.   2,449       -      -       -       -       -       -       -    2,449

TOTAL LIABILITIES 293,226 107,568 13,128  18,804  12,642  38,737  24,085  33,956   44,306

CAPITAL   
STOCK, SURPLUS, 
 P.I.C.             6,000       -      -       -       -       -       -      -    6,000
UNREALIZED GAIN
  (LOSSES)           -248       -      -       -       -       -       -      -     -248
UNDIVIDED PROFITS  22,725       -      -       -       -       -       -      -   22,725
                                                                                            
TOTAL CAPITAL      28,477       -      -       -       -       -       -      -   28,477

TOTAL LIAB'S & 
  CAPITAL         321,703 107,568 13,128  18,804  12,642  38,737  24,085  33,956  72,783

GAP (SPREAD)            --106,720 28,311 -15,378  -8,670 -20,174   5,049   3,075 114,507
GAP % TOTAL 
  ASSETS                -  -33.17   8.80   -4.78   -2.70   -6.27    1.57    0.96   35.59
CUMULATIVE GAP          --106,720-78,409 -93,787-102,457-122,631-177,582-114,507       -
CUM GAP % 
  TOTAL ASSETS          -  -33.17-24.37   -29.15  -31.85  -38.12  -36.55  -35.59       -
SENSITIVITY RATIO       -    0.01  0.35     0.33    0.33    0.36    0.45    0.54    1.00


      31

                     NOTES TO THE GAP REPORT

1.  The gap report reflects interest sensitivity positions during a flat 
    rate environment.  These time frames could change if rates rise or fall.

2.  Repricing over-rides maturity in various time frames.

3.  Demand deposits are placed in the last time frame due to lack of interest
    sensitivity.  Our demand deposits are considered core deposits.

4.  Savings accounts are placed into the +2 year time frame.  In a flat rate 
    environment, saving accounts tend not to reprice or 
    liquidate. Savings deposits become price sensitive, after a 
    major increase in the 6 month CD rate.  These accounts are placed in 
    this category instead of the variable position due to  history and 
    characteristics.  These accounts are considered core deposits.

5.  Simulations will be utilized to reflect the impact of multiple rate 
    scenarios on net interest income.  Decisions should be made 
    that increase net interest income, while always considering 
    the impact on interest rate risk.  Overall, the bank will manage 
    the gap between rate sensitive assets and rate sensitive 
    liabilities to expand and contract with the rate cycle phase. 
    Approximately 20% - 30% of our CD customers have maturities of 
    6 months or less.  First Citizens will attempt to minimize 
    interest rate risks by increasing the volume of variable rate loans
    within the portfolio.  The bank should limit the net interest income 
    exposure to a maximum of 2.00% of tier I capital.  
    (Example .02 x $26,857,000 = $537,140).  The bank's Asset/
    Liability Committee will try to improve net interest income 
    through volume increases and better pricing techniques.  
    Long term fixed rate positions should be held to a minimum, 
    by increasing variable rate loans.  The over 5 year fixed 
    rate loans should be held to less than 25% assets, 
    unless they are funded with Federal Home Loan Bank matched funds.
    These maximum limits are the high points and the ALCO will strive
    to keep the amount below this point.  The dynamic 03/31/96 gap
    reports reflects an exposure of $121,000 to $338,000 if rates go up 
    or down using multiple rate scenarios. The Board of Directors should 
    receive interest rate risk reports on a quarterly basis.  
    (Examples: historical margins graphed and multiple scenarios 
    reflecting income exposure and as a percent of tier I capital.

    Subsidiaries as well as the Parent Company will adhere to providing 
    above average margins and reviewing the various risks, if material.  
    New products and services will be reviewed for the various risks by
    the Product Development Committee.

6.  FCNB would benefit from a flat rate environment.  If interest rates 
    rise rapidly, net interest income could be adversely impacted. First 
    Citizens Liquidity would be negatively impacted should interest rates 
    drop prompting an increase in loan demand.  Adequate lines of credit 
    are available to handle liquidity needs. 


      32
                       Capital Resources

Total shareholders' equity of First Citizens Bancshares as of March 31, 
1997 was $30,170,000, compared to $27,573,000 at March 31, 1996.  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):

           Leveraged Capital Ratio(s) as of March 31

         1997     1996     1995      1994      1993     
         9.33%    9.31%    9.06%     9.37%     8.41%     

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.  
Calculation of the risk-based capital ratio is accomplished by dividing 
qualifying capital by weighted risk assets.  The minimum risk-based capital 
ratio established by Federal Reserve regulation 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.  


           Risk-Based Capital Ratio(s) as of March 31

         1997     1996     1995      1994      1993     
         14.32%   14.19%   14.06%    14.17%    12.43%     

                       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.  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.








      33

                          Part II - Other Information

Item 1.  Legal Proceedings

There are no legal proceedings against the bank at this time.

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 and accumulated cash at the Holding Company level.  
Regulators would be critical of a bank holding company that pays cash 
dividends 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 3/31/96.
      34 

                         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 14, 1997           Stallings Lipford
                             Stallings Lipford, Chairman 
                                              



Date: May 14, 1997           Jeff Agee        
                             Jeff Agee, Vice President &
                             Chief Financial Officer