UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549


                               FORM 10-Q



           Quarterly Report Pursuant to Section 13 or 15(d) of
                  The Securities Exchange Act of 1934

                   For the period ended  June 30, 2000

                    Commission File Number:  0-16471



                   First Citizens BancShares, Inc
        (Exact name of Registrant as specified in its charter)


            Delaware                                56-1528994
(State or other jurisdiction of     (I.R.S. Employer Identification Number)
incorporation or organization)


           239 Fayetteville Street, Raleigh, North Carolina      27601
           (Address of principal executive offices)           (zip code)


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




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  twelve months (or for such shorter period that the Registrant was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past ninety days.

                          Yes    X           No  _____


             Class A Common Stock--$1 Par Value-- 8,813,454 shares
             Class B Common Stock--$1 Par Value-- 1,720,360 shares
        (Number of shares outstanding, by class, as of August 10, 2000)


                                      INDEX

PART I.   FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Consolidated  Balance Sheets at June 30, 2000, December 31, 1999,
          and June 30, 1999


          Consolidated  Statements of Income for the  six-month periods
          ended June 30, 2000, and June 30, 1999



          Consolidated  Statements  of Changes in  Shareholders'  Equity for the
          six-month  periods ended June 30, 2000, and June 30, 1999


          Consolidated Statements of Cash Flows for the six-month periods
          ended June 30, 2000, and June 30, 1999


          Notes to Consolidated Financial Statements


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations

Item 3.   Market Risk Disclosure

PART II.  OTHER INFORMATION

Item 6.   Exhibits and Reports on Form 8-K.

          (a)  Exhibits.  None.

          (b)  Reports on Form 8-K. During the quarter ended June 30, 2000,
               Registrant filed no Current Reports
               on Form 8-K.




                                       SIGNATURES


        Pursuant to the requirements of the Securities Exchange Act of 1934, the
        Registrant has duly caused this report to be signed on its behalf by the
        undersigned thereunto duly authorized.


                                              FIRST CITIZENS BANCSHARES, INC.
                                                      (Registrant)


Dated:  August 10, 2000                            By:/s/Kenneth A. Black
                                                   Kenneth A. Black
                                                   Vice President, Treasurer,
                                                   and Chief Financial Officer

First Citizens BancShares, Inc and Subsidiaries
Second Quarter  2000







Consolidated Balance Sheets
First Citizens BancShares, Inc. and Subsidiaries

                                                                  June 30*        December 31#            June 30*
(thousands,except share data)                                        2000                1999                 1999
                                                                                            
Assets
Cash and due from banks                                          $528,498            $591,605           $453,646
Investment securities held to maturity                          1,524,943             473,393          1,952,502
Investment securities available for sale                           18,090           1,353,321             22,974
Overnight investments                                             321,665              18,573            295,197
Loans                                                           7,006,824           6,751,039          6,376,372
Less reserve for loan losses                                      100,515              98,690             96,765
- -----------------------------------------------------------------------------------------------------------------
     Net loans                                                  6,906,309           6,652,349          6,279,607
Premises and equipment                                            414,726             397,397            382,548
Income earned not collected                                        55,332              52,621             59,101
Other assets                                                      174,314             177,840            182,902
- -----------------------------------------------------------------------------------------------------------------
     Total assets                                              $9,943,877          $9,717,099         $9,628,477
- --------------------------------------------------------------------------====================-------------------

Liabilities
Deposits:
  Noninterest-bearing                                          $1,456,240          $1,343,353         $1,323,017
  Interest-bearing                                              6,910,124           6,830,245          6,847,416
- -----------------------------------------------------------------------------------------------------------------
     Total deposits                                             8,366,364           8,173,598          8,170,433
Short-term borrowings                                             562,920             568,301            518,350
Long-term obligations                                             153,761             155,683            156,870
Other liabilities                                                 101,847              90,760             90,254
- -----------------------------------------------------------------------------------------------------------------
     Total liabilities                                          9,184,892           8,988,342          8,935,907

Shareholders' Equity
Common stock:
   Class A - $1 par value (8,814,254; 8,890,039;
     and 8,905,199 shares issued, respectively)                     8,814               8,890              8,906
   Class B - $1 par value (1,720,360 shares
     issued for all periods)                                        1,720               1,720              1,720
Surplus                                                           143,766             143,766            143,760
Retained earnings                                                 598,871             567,801            531,356
Accumulated other comprehensive income                              5,814               6,580              6,828
- -----------------------------------------------------------------------------------------------------------------
     Total shareholders' equity                                   758,985             728,757            692,570
- -----------------------------------------------------------------------------------------------------------------
     Total liabilities and shareholders' equity                $9,943,877          $9,717,099         $9,628,477
- -----------------------------------------------------------------------------------------------------------------

# Unaudited
* Derived from the 1999 Annual Report on Form 10-K.
See accompanying Notes to Consolidated Financial Statements.





First Citizens BancShares, Inc and Subsidiaries
Second Quarter  2000





Consolidated Statements of Income
First Citizens BancShares, Inc. and Subsidiaries
                                                           Three Months Ended June 30        Six Months Ended June 30
(thousands, except per share data; unaudited)                 2000             1999             2000            1999
- ---------------------------------------------------------------------------------------------------------------------
                                                                                                
Interest income
Loans                                                     $143,382         $124,046         $281,293        $246,701
Investment securities:
  U. S. Government                                          23,324           28,883           44,239          58,166
  State, county and municipal                                   55               37              103              75
  Other                                                        133              119              255             239
- ---------------------------------------------------------------------------------------------------------------------
  Total investment securities interest income               23,512           29,039           44,597          58,480
Overnight investments                                        4,996            3,875            9,986           7,235
- ---------------------------------------------------------------------------------------------------------------------
  Total interest income                                    171,890          156,960          335,876         312,416
Interest expense
Deposits                                                    69,670           60,484          134,470         121,353
Short-term borrowings                                        7,356            5,180           13,787          10,839
Long-term obligations                                        3,158            3,157            6,308           6,342
- ---------------------------------------------------------------------------------------------------------------------
  Total interest expense                                    80,184           68,821          154,565         138,534
- ---------------------------------------------------------------------------------------------------------------------
  Net interest income                                       91,706           88,139          181,311         173,882
Provision for loan losses                                    2,975            2,178            6,434           4,840
- ---------------------------------------------------------------------------------------------------------------------
  Net interest income after provision for loan losses       88,731           85,961          174,877         169,042
Noninterest income
Service charges on deposit accounts                         14,716           14,209           28,776          25,809
Credit card income                                           9,084            7,569           16,925          13,891
Trust income                                                 3,660            3,500            7,402           7,007
Fees from processing services                                3,675            3,080            6,952           6,373
Commission income                                            3,325            3,020            6,107           5,285
ATM income                                                   2,832            2,817            5,319           5,161
Mortgage income                                              1,595            1,513            3,000           4,010
Other service charges and fees                               3,180            2,237            6,331           4,681
Securities gains                                                22                -               22             777
Other                                                        2,008            1,326            4,614           4,472
- ---------------------------------------------------------------------------------------------------------------------
  Total noninterest income                                  44,097           39,271           85,448          77,466
Noninterest expense
Salaries and wages                                          41,596           39,798           82,621          78,895
Employee benefits                                            8,209            7,765           17,077          15,323
Occupancy expense                                            8,135            7,355           16,382          14,486
Equipment expense                                            9,290            9,301           18,459          18,532
Other                                                       30,723           29,168           59,701          57,369
- ---------------------------------------------------------------------------------------------------------------------
  Total noninterest expense                                 97,953           93,387          194,240         184,605
- ---------------------------------------------------------------------------------------------------------------------
Income before income taxes                                  34,875           31,845           66,085          61,903
Income taxes                                                13,421           11,542           25,117          22,552
- ---------------------------------------------------------------------------------------------------------------------
  Net income                                               $21,454          $20,303          $40,968         $39,351
- ---------------------------------------------------------------------------------------------------------------------
Per Share
Net income                                                   $2.03            $1.91            $3.88           $3.70
Cash dividends                                                0.25             0.25             0.50            0.50
- ---------------------------------------------------------------------------------------------------------------------
See accompanying Notes to Consolidated Financial Statements.



First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000






Consolidated Statements of Changes in Shareholders' Equity
First Citizens BancShares, Inc. and Subsidiaries

                                                                                                        Accumulated
                                                         Class A   Class B                                    Other
                                                          Common    Common                 Retained   Comprehensive        Total
(thousands,except share data, unaudited)                   Stock     Stock      Surplus    Earnings          Income       Equity
                                                                                                     
Balance at December 31, 1998                              $8,906    $1,720     $143,760    $497,316          $9,047     $660,749

Net income                                                                                   39,351                       39,351
Unrealized securities losses, net of $1,461 tax benefit                                                      (2,219)      (2,219)
Cash dividends                                                                               (5,311)                      (5,311)
=================================================================================================================================
Balance at June 30, 1999                                  $8,906    $1,720     $143,760    $531,356          $6,828     $692,570
=================================================================================================================================
Balance at December 31, 1999                              $8,890    $1,720     $143,766    $567,801          $6,580     $728,757

Redemption of 75,785 shares of Class A
common stock                                                 (76)                            (4,604)                      (4,680)
Net income                                                                                   40,968                       40,968
Unrealized securities losses, net of $412 tax benefit                                                          (766)        (766)
Cash dividends                                                                               (5,294)                      (5,294)
=================================================================================================================================
Balance at June 30, 2000                                  $8,814    $1,720     $143,766    $598,871          $5,814     $758,985
=================================================================================================================================

See accompanying Notes to Consolidated Financial Statements.



First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000






Consolidated Statements of Cash Flows
First Citizens BancShares, Inc. and Subsidiaries
                                                                                                 Six months ended June 30

(thousands, unaudited)                                                                               2000            1999
Operating Activities
Net income                                                                                       $40,968          $39,351
Adjustments to reconcile net income to cash
   provided  by operating activities:
  Amortization of intangibles                                                                      5,912            5,871
  Provision for loan losses                                                                        6,434            4,840
  Deferred tax benefit                                                                            (1,681)          (2,667)
  Change in current taxes payable                                                                    141           (5,956)
  Depreciation                                                                                    14,876           15,107
  Change in accrued interest payable                                                               5,784           (3,753)
  Change in income earned not collected                                                           (2,711)           2,551
  Securities gains                                                                                   (22)            (777)
  Origination of loans held for sale                                                            (101,566)        (311,502)
  Proceeds from sale of loans held for sale                                                      103,631          368,081
  Loss (gain) on loans held for sale                                                                 225           (2,045)
  Net amortization of premiums and discounts                                                         894            6,635
  Net change in other assets                                                                        (293)          (3,072)
  Net change in other liabilities                                                                  5,162           (5,725)
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                         77,754          106,939
- --------------------------------------------------------------------------------------------------------------------------

Investing Activities
  Net increase in loans outstanding                                                             (262,684)        (239,505)
  Purchases of investment securities held to maturity                                           (724,402)        (486,398)
  Purchases of investment securities available for sale                                             (867)          (2,630)
  Proceeds from maturities of investment securities held to maturity                             551,886          662,633
  Proceeds from sales of investment securities available for sale                                    194            1,710
  Net change in overnight investments                                                            151,728          (62,472)
  Dispositions of premises and equipment                                                           2,114            6,311
  Additions to premises and equipment                                                            (34,319)         (36,890)
- --------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                           (316,350)        (157,241)
- --------------------------------------------------------------------------------------------------------------------------

Financing Activities
  Net change in time deposits                                                                    153,142          (28,446)
  Net change in demand and other interest-bearing deposits                                        39,624           86,471
  Net change in short-term borrowings                                                             (7,303)         (51,721)
  Repurchases of common stock                                                                     (4,680)               -
  Cash dividends paid                                                                             (5,294)          (5,311)
- --------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                        175,489              993
- --------------------------------------------------------------------------------------------------------------------------

Change in cash and due from banks                                                                (63,107)         (49,309)
Cash and due from banks at beginning of period                                                   591,605          502,955
==========================================================================================================================
Cash and due from banks at end of period                                                        $528,498         $453,646
==========================================================================================================================
Cash payments for:
  Interest                                                                                      $148,781         $142,288
  Income taxes                                                                                    25,716           30,199
Supplemental disclosure of noncash investing and financing activities:
  Unrealized securities losses                                                                    (1,178)          (3,680)
- --------------------------------------------------------------------------------------------------------------------------
                                                                                                         
See accompanying Notes to Consolidated Financial Statements




First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000


Notes to Consolidated Financial Statements
First Citizens BancShares, Inc. and Subsidiaries



Note A - Accounting Policies
- --------------------------------------------------------------------------------
     The  accompanying  unaudited  consolidated  financial  statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
statements.
     In the  opinion of  management,  the  consolidated  statements  contain all
material adjustments necessary to present fairly the financial position of First
Citizens BancShares,  Inc. as of and for each of the periods presented,  and all
such adjustments are of a normal recurring nature.  The preparation of financial
statements in conformity with generally accepted accounting  principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosures of contingent  liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the period. Actual results could differ from those estimates.
     These financial statements should be read in conjunction with the financial
statements and notes included in the 1999 First Citizens BancShares, Inc. Annual
Report. Certain amounts for prior periods have been reclassified to conform with
statement  presentations for 2000. However, the reclassifications have no effect
on shareholders' equity or net income as previously reported.

Note B - Comprehensive Income
- --------------------------------------------------------------------------------
       The following table displays comprehensive income for the periods
 indicated:


                                                     Three Months Ended June 30               Six Months Ended June 30
(thousands)                                             2000               1999                2000               1999
- -----------------------------------------------------------------------------------------------------------------------
                                                                                                   
Net income                                           $21,454            $20,303             $40,968            $39,351
Other comprehensive income (loss)                        964             (1,330)               (766)            (2,219)
=======================================================================================================================
Comprehensive income                                 $22,418            $18,973             $40,202            $37,132
=======================================================================================================================

First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000




 Financial Summary
                                                                                                                           Table 1
                                             2000                                      1999                       Six Months Ended
                                              Second         First      Fourth        Third        Second           June 30
(thousands, except per share data and ratios)Quarter       Quarter     Quarter      Quarter       Quarter      2000        1999
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Summary of Operations
Interest income                             $171,890      $163,986    $161,251     $160,224      $156,960     $335,876     $312,416
Interest expense                              80,184        74,381      72,511       70,497        68,821      154,565      138,534
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest income                           91,706        89,605      88,740       89,727        88,139      181,311      173,882
Provision for loan losses                      2,975         3,459       3,503        3,329         2,178        6,434        4,840
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
    for loan losses                           88,731        86,146      85,237       86,398        85,961      174,877      169,042
Noninterest income                            44,097        41,351      41,975       45,898        39,271       85,448       77,466
Noninterest expense                           97,953        96,287      95,911       95,104        93,387      194,240      184,605
- -----------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                    34,875        31,210      31,301       37,192        31,845       66,085       61,903
Income taxes                                  13,421        11,696      11,984       14,060        11,542       25,117       22,552
===================================================================================================================================
Net income                                   $21,454       $19,514     $19,317      $23,132       $20,303      $40,968      $39,351
===================================================================================================================================
Net interest income-taxable equivalent       $92,414       $90,374     $89,267      $90,258       $88,703     $182,788     $175,041
- -----------------------------------------------------------------------------------------------------------------------------------
Selected Averages
Total assets                              $9,772,765    $9,658,251  $9,721,360   $9,644,135    $9,605,512   $9,715,508   $9,561,845
Investment securities                      1,594,291     1,497,278   1,583,216    1,897,593     2,066,519    1,545,784    2,078,978
Loans                                      6,917,041     6,789,203   6,646,312    6,474,200     6,289,714    6,853,121    6,235,303
Interest-earning assets                    8,788,776     8,667,039   8,627,990    8,689,146     8,659,199    8,727,906    8,618,671
Deposits                                   8,211,252     8,128,968   8,140,962    8,121,209     8,139,147    8,170,165    8,079,391
Interest-bearing liabilities               7,560,267     7,512,781   7,533,726    7,518,874     7,490,958    7,536,525    7,508,518
Long-term obligations                        153,773       155,171     158,975      156,856       157,453      154,472      157,877
Shareholders' equity                        $748,648      $734,777    $720,617     $702,065      $683,771     $741,795     $675,883
Shares outstanding                        10,551,766    10,592,378  10,625,208   10,625,559    10,625,559   10,572,072   10,625,559
- -----------------------------------------------------------------------------------------------------------------------------------
Selected Period-End Balances
Total assets                              $9,943,877    $9,880,732  $9,717,099   $9,577,715    $9,628,477   $9,943,877   $9,880,732
Investment securities                      1,543,033     1,547,214   1,371,894    1,699,520     1,975,476    1,543,033    1,547,214
Loans                                      7,006,824     6,828,095   6,751,039    6,574,807     6,376,372    7,006,824    6,828,095
Interest-earning assets                    8,871,522     8,896,750   8,596,326    8,590,485     8,647,045    8,871,522    8,896,750
Deposits                                   8,366,364     8,295,850   8,173,598    8,062,091     8,170,433    8,366,364    8,295,850
Interest-bearing liabilities               7,626,805     7,655,102   7,554,229    7,454,172     7,522,636    7,626,805    7,655,102
Long-term obligations                        153,761       154,915     155,683      156,840       156,870      153,761      154,915
Shareholders' equity                        $758,985      $741,136    $728,757     $713,069      $692,570     $758,985     $741,136
Shares outstanding                        10,534,614    10,566,849  10,610,399   10,625,559    10,625,559   10,534,614   10,566,849
- ------------------------------------------------------------------------------------------------------------------------------------
Profitability Ratios (averages)
Rate of return (annualized) on:
Total assets                                    0.88 %        0.81 %      0.79 %       0.95 %        0.85 %       0.85 %      0.83 %
Shareholders' equity                           11.53         10.68       10.64        13.07         11.91        11.11       11.74
Dividend payout ratio                          12.32         13.59       13.74        11.47         13.09        12.89       13.51
- ------------------------------------------------------------------------------------------------------------------------------------
Liquidity and Capital Ratios (averages)
Loans to deposits                              84.24 %       83.52 %     81.64 %      79.72 %       77.28 %      83.88 %     77.18 %
Shareholders' equity to total assets            7.66          7.61        7.41         7.28          7.12         7.64        7.07
Time certificates of $100,000 or more
to total deposits                               9.27          9.01        8.96         8.93          8.91         9.15        8.95
- ------------------------------------------------------------------------------------------------------------------------------------
Per Share of Stock
Net income                                     $2.03         $1.84       $1.82        $2.18         $1.91        $3.88       $3.70
Cash dividends                                  0.25          0.25        0.25         0.25          0.25         0.50        0.50
Book value at period end                       72.05         70.14       68.68        67.11         65.18        72.05       70.14
Tangible book value at period end              61.92         59.79       58.13        56.31         54.05        61.92       59.79
- ------------------------------------------------------------------------------------------------------------------------------------


First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000






 Outstanding Loans by Type
                                                                                                              Table 2
                                                         2000                                     1999
- ----------------------------------------------------------------------------------------------------------------------
                                                  Second          First          Fourth          Third         Second
(thousands)                                      Quarter        Quarter         Quarter        Quarter        Quarter
- ----------------------------------------------------------------------------------------------------------------------
                                                                                               
Real estate:
Construction and land development               $200,483       $208,518        $186,119       $170,467       $169,755
Mortgage:
1-4 family residential                         1,460,512      1,368,732       1,326,642      1,311,314      1,254,010
Commercial                                     1,934,302      1,866,544       1,810,904      1,732,853      1,641,846
Equity Line                                      813,908        776,164         755,342        706,271        685,924
Other                                            204,962        184,397         161,652        162,098        164,719
Commercial and industrial                        946,067        950,445         985,738        971,199        952,206
Consumer                                       1,297,982      1,340,671       1,393,227      1,400,144      1,391,491
Lease financing                                  131,579        127,822         123,908        111,338        106,684
Other                                             17,029          4,802           7,507          9,123          9,737
- ----------------------------------------------------------------------------------------------------------------------
Total loans                                    7,006,824      6,828,095       6,751,039      6,574,807      6,376,372
Less reserve for loan losses                     100,515         99,590          98,690         97,965         96,765
- ---------------------------------------------------------------------------------------------------------------------
Net loans                                     $6,906,309     $6,728,505      $6,652,349     $6,476,842     $6,279,607
- ----------------------------------------------------------------------------------------------------------------------



First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000






 Investment Securities
                                                                                                                           Table 3
                                                      June 30, 2000                                       June 30, 1999
                                                            Average     Taxable                              Average       Taxable
                                        Book         Fair   Maturity Equivalent          Book         Fair   Maturity   Equivalent
(thousands)                            Value        Value (Yrs./Mos.)     Yield         Value        Value (Yrs./Mos.)       Yield
                                                                                                 
Securities held to maturity:
     U. S. Government:
        Within one year             $1,150,347 $1,135,868     0/6          5.88 %   $1,372,194 $1,372,493    0/6          5.75 %
        One to five years              360,910    356,896    1/10          6.84        572,467    563,890    1/5          5.41
        Five to ten years                  280        281     8/4          8.12            200        203    8/2          8.21
        Over ten years                   8,634      8,472    26/5          7.32          4,519      4,522    23/1         7.07
- -----------------------------------------------------------------------------------------------------------------------------------
        Total                        1,520,171  1,501,517    0/10          6.11      1,949,380  1,941,108    0/10         5.65
     State, county and municipal:
        Within one year                  1,150      1,155     0/7          7.20            237        241    0/10         7.90
        One to five years                1,260      1,270     2/1          7.21          2,410      2,462    2/5          7.21
        Five to ten years                  500        500     5/0          7.94
        Over ten years                   1,557      1,588    17/9          8.59            160        163    18/2         9.14
- -----------------------------------------------------------------------------------------------------------------------------------
        Total                            4,467      4,514     7/6          7.77          2,807      2,866    3/2          7.38
     Other:
        Within one year                     10         10     0/1          5.28             10         10    0/1          0.06
        One to five years                   45         45    1/11          6.64             55         55    2/8          5.47
        Five to ten years                         250        28/1          4.50                  250         9/1          2.25
- -----------------------------------------------------------------------------------------------------------------------------------
        Total                              305        305     5/3          4.95            315        315    7/8          2.74
- -----------------------------------------------------------------------------------------------------------------------------------
        Total securities held to matu1,524,943  1,506,336     1/0          6.12 %    1,952,502  1,944,289    0/10         5.65 %
Marketable equity securities             8,481     18,090        -            -         11,333     22,974        -           -
- -----------------------------------------------------------------------------------------------------------------------------------
Total investment securities         $1,533,424 $1,524,426        -            -     $1,963,835 $1,967,263        -           -
- -----------------------------------------------------------------------------------------------------------------------------------


First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000






 Consolidated Taxable Equivalent Rate/Volume Variance Analysis - Second Quarter
                                                                                                                           Table 4
                                                        2000                           1999             Increase (decrease) due to:

                                                    Interest                       Interest
                                          Average    Income/  Yield/     Average    Income/  Yield/                Yield/     Total
(thousands)                               Balance    Expense   Rate      Balance    Expense   Rate       Volume     Rate     Change
                                                                                               
Assets
Total loans                      $6,917,041  $144,058   8.38 %    $6,289,714  $124,592   7.95 %     $12,562      $6,904    $19,466
Investment securities:
U. S. Government                  1,573,315    23,324   5.96       2,038,593    28,883   5.68        (6,776)      1,217     (5,559)
State, county and municipal           4,091        87   8.55           2,892        55   7.63            24           8         32
Other                                16,885       133   3.17          25,034       119   1.91           (52)         66         14
- -----------------------------------------------------------------------------------------------------------------------------------
Total investment securities       1,594,291    23,544   5.94       2,066,519    29,057   5.64        (6,804)      1,291     (5,513)
Overnight investments               277,444     4,996   7.24         302,966     3,875   5.13          (399)      1,520      1,121
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets    $8,788,776  $172,598   7.90 %    $8,659,199  $157,524   7.30 %      $5,359      $9,715    $15,074
- -----------------------------------------------------------------------------------------------------------------------------------

Liabilities
Deposits:
Checking With Interest           $1,074,503    $1,562   0.58 %    $1,086,135    $1,782   0.66 %        ($11)      ($209)     ($220)
Savings                             645,346     2,500   1.56         669,254     2,717   1.63           (99)       (118)      (217)
Money market accounts             1,441,085    15,116   4.22       1,328,802    11,157   3.37         1,042       2,917      3,959
Time deposits                     3,692,946    50,492   5.50       3,726,677    44,828   4.82          (529)      6,193      5,664
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits   6,853,880    69,670   4.09       6,810,868    60,484   3.56           403       8,783      9,186
Federal funds purchased              36,278       558   6.19          40,377       472   4.69           (56)        142         86
Repurchase agreements               167,901     2,068   4.95         110,931       978   3.54           601         489      1,090
Master notes                        294,464     3,893   5.32         315,718     3,072   3.90          (251)      1,072        821
Other short-term borrowings          53,971       837   6.24          55,611       658   4.75           (23)        202        179
Long-term obligations               153,773     3,158   8.26         157,453     3,157   8.04           (79)         80          1
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilitie$7,560,267   $80,184   4.27      $7,490,958   $68,821   3.68 %        $595     $10,768    $11,363
- -----------------------------------------------------------------------------------------------------------------------------------
Interest rate spread                                    3.63 %                           3.62 %
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest income and net yield
on interest-earning assets                    $92,414   4.23 %                 $88,703   4.11 %      $4,764     ($1,053)    $3,711
- -----------------------------------------------------------------------------------------------------------------------------------
Assets
Total loans                      $6,917,041  $144,058   8.38 %    $6,289,714  $124,592   7.95 %     $12,562      $6,904    $19,466
Investment securities:
U. S. Government                  1,573,315    23,324   5.96       2,038,593    28,883   5.68        (6,776)      1,217     (5,559)
State, county and municipal           4,091        87   8.55           2,892        55   7.63            24           8         32
Other                                16,885       133   3.17          25,034       119   1.91           (52)         66         14
- -----------------------------------------------------------------------------------------------------------------------------------
Total investment securities       1,594,291    23,544   5.94       2,066,519    29,057   5.64        (6,804)      1,291     (5,513)
Overnight investments               277,444     4,996   7.24         302,966     3,875   5.13          (399)      1,520      1,121
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets    $8,788,776  $172,598   7.90 %    $8,659,199  $157,524   7.30 %      $5,359      $9,715    $15,074
- -----------------------------------------------------------------------------------------------------------------------------------

Liabilities
Deposits:
Checking With Interest           $1,074,503    $1,562   0.58 %    $1,086,135    $1,782   0.66 %        ($11)      ($209)     ($220)
Savings                             645,346     2,500   1.56         669,254     2,717   1.63           (99)       (118)      (217)
Money market accounts             1,441,085    15,116   4.22       1,328,802    11,157   3.37         1,042       2,917      3,959
Time deposits                     3,692,946    50,492   5.50       3,726,677    44,828   4.82          (529)      6,193      5,664
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits   6,853,880    69,670   4.09       6,810,868    60,484   3.56           403       8,783      9,186
Federal funds purchased              36,278       558   6.19          40,377       472   4.69           (56)        142         86
Repurchase agreements               167,901     2,068   4.95         110,931       978   3.54           601         489      1,090
Master notes                        294,464     3,893   5.32         315,718     3,072   3.90          (251)      1,072        821
Other short-term borrowings          53,971       837   6.24          55,611       658   4.75           (23)        202        179
Long-term obligations               153,773     3,158   8.26         157,453     3,157   8.04           (79)         80          1
- -----------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilitie$7,560,267   $80,184   4.27      $7,490,958   $68,821   3.68 %        $595     $10,768    $11,363
- -----------------------------------------------------------------------------------------------------------------------------------
Interest rate spread                                    3.63 %                           3.62 %
- -----------------------------------------------------------------------------------------------------------------------------------
Net interest income and net yield
on interest-earning assets                    $92,414   4.23 %                 $88,703   4.11 %      $4,764     ($1,053)    $3,711
- -----------------------------------------------------------------------------------------------------------------------------------
Average loan balances include nonaccrual loans.  Yields related to loans and
securities exempt from both federal and state income taxes,  federal income
taxes only, or state income taxes only are stated on a taxable-equivalent basis
assuming a statutory federal income tax rate of 35% for each period, and state
income tax rates of 7.00% for 2000 and 1999.


First Citizens BancShares, Inc. and Subsidiaries
Second Quarter 2000




Consolidated Taxable Equivalent Rate/Volume Variance Analysis - Six Months
                                                                                                                         Table 5
                                                   2000                               1999            Increase (decrease) due to:
- --------------------------------------------------------------------------------------------------------------------------------
                                               Interest                         Interest
                                     Average    Income/  Yield/      Average     Income/ Yield/                 Yield/    Total
(thousands)                          Balance    Expense   Rate       Balance     Expense  Rate       Volume      Rate    Change
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                             
Assets
Total loans                       $6,853,122   $282,711   8.28  % $6,235,303    $247,824  7.99 %    $25,221    $9,666   $34,887
Investment securities:
U. S. Government                   1,524,029     44,239   5.84     2,050,931      58,166  5.72      (15,069)    1,142   (13,927)
State, county and municipal            3,853        162   8.46         2,972         111  7.53           35        16        51
Other                                 17,902        255   2.86        25,075         239  1.92          (85)      101        16
- --------------------------------------------------------------------------------------------------------------------------------
Total investment securities        1,545,784     44,656   5.81     2,078,978      58,516  5.68      (15,119)    1,259   (13,860)
Overnight investments                329,001      9,986   6.10       304,390       7,235  4.79          677     2,074     2,751
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets     $8,727,907   $337,353   7.76 %  $8,618,671    $313,575  7.32 %    $10,779   $12,999   $23,778
- --------------------------------------------------------------------------------------------------------------------------------

Liabilities
Deposits:
Checking With Interest            $1,069,858     $3,114   0.59 %  $1,078,954      $3,706  0.69 %       ($43)    ($549)    ($592)
Savings                              649,819      5,029   1.56       695,067       5,396  1.57         (343)      (24)     (367)
Money market accounts              1,468,401     29,552   4.05     1,302,195      21,501  3.33        3,070     4,981     8,051
Time deposits                      3,647,539     96,775   5.34     3,733,927      90,750  4.90       (2,125)    8,150     6,025
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits    6,835,617    134,470   3.96     6,810,143     121,353  3.59          559    12,558    13,117
Federal funds purchased               34,975      1,029   5.92        59,797       1,382  4.66         (651)      298      (353)
Repurchase agreements                153,722      3,563   4.66       108,944       1,901  3.52          914       748     1,662
Master notes                         300,641      7,411   4.96       313,960       6,040  3.88         (286)    1,657     1,371
Other short-term borrowings           57,098      1,784   6.28        57,797       1,516  5.29          (17)      285       268
Long-term obligations                154,472      6,308   8.21       157,877       6,342  8.10         (129)       95       (34)
- --------------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities$7,536,525   $154,565   4.12 %  $7,508,518    $138,534  3.72 %       $390   $15,641   $16,031
Interest rate spread                                      3.64 %                          3.60 %
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income and net yield
on interest-earning assets                     $182,788   4.21 %                $175,041  4.10 %    $10,389   ($2,642)   $7,747
- --------------------------------------------------------------------------------------------------------------------------------
Average loan balances  include  nonaccrual  loans.  Yields  related to loans and
securities exempt from both federal and state income taxes, federal income taxes
only,  or state  income  taxes  only are  stated on a  taxable-equivalent  basis
assuming a statutory  federal income tax rate of 35% for each period,  and state
income tax rates of 7.00% for 2000 and 1999. The taxable  equivalent  adjustment
was $1,477 and $1,159 for 2000 and 1999, respectively.


First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000




Summary of Loan Loss Experience and Risk Elements                                                                           Table 6
                                              2000                                1999
                                                                                                               Six Months Ended
                                         Second         First        Fourth         Third        Second            June 30
(thousands, except ratios)              Quarter       Quarter       Quarter       Quarter       Quarter          2000          1999
- ------------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Reserve balance at beginning of period  $99,590       $98,690       $97,965       $96,765       $96,340       $98,690       $96,115
Provision for loan losses                 2,975         3,459         3,503         3,329         2,178         6,434         4,840
Net charge-offs:
Charge-offs                              (3,395)       (3,290)       (3,841)       (3,150)       (3,231)       (6,685)       (6,696)
Recoveries                                1,345           731         1,063         1,021         1,478         2,076         2,506
- ------------------------------------------------------------------------------------------------------------------------------------
Net charge-offs                          (2,050)       (2,559)       (2,778)       (2,129)       (1,753)       (4,609)       (4,190)
- ------------------------------------------------------------------------------------------------------------------------------------
====================================================================================================================================
Reserve balance at end of period       $100,515       $99,590       $98,690       $97,965       $96,765      $100,515       $96,765
====================================================================================================================================
Historical Statistics
Balances
Average total loans                  $6,917,041    $6,789,203    $6,646,312    $6,474,200    $6,289,714    $6,853,121    $6,235,303
Total loans at period-end             7,006,824     6,828,095     6,751,039     6,574,807     6,376,372     7,006,824     6,376,372
- ------------------------------------------------------------------------------------------------------------------------------------
Risk Elements
Nonaccrual loans                         $9,910       $10,546       $10,720       $10,580       $11,465        $9,910       $11,465
Other real estate acquired through
      foreclosure                         1,249         2,071         1,600         1,614         2,030         1,249         2,030
- ------------------------------------------------------------------------------------------------------------------------------------
Total nonperforming assets              $11,159       $12,617       $12,320       $12,194       $13,495       $11,159       $13,495
- ------------------------------------------------------------------------------------------------------------------------------------
Accruing loans 90 days or more past due  $6,051        $5,294        $3,576        $7,350        $5,181        $6,051        $5,181
- ------------------------------------------------------------------------------------------------------------------------------------
Ratios
Net charge-offs (annualized) to average
      total loans                          0.12 %        0.15 %        0.17 %        0.13 %        0.11 %        0.14 %        0.14%
Reserve for loan losses to total loans
      at period-end                        1.43          1.46          1.46          1.49          1.52          1.43          1.52%
Nonperforming assets to total loans plus
      foreclosed real estate at period-end 0.16          0.18          0.18          0.19          0.21          0.16          0.21%
- ------------------------------------------------------------------------------------------------------------------------------------



First Citizens BancShares, Inc. and Subsidiaries
Second Quarter  2000




INTRODUCTION
     Management's discussion and analysis of earnings and related financial data
are presented to assist in understanding the financial  condition and results of
operations of First Citizens BancShares,  Inc. and Subsidiaries  ("BancShares").
This  discussion and analysis  should be read in conjunction  with the unaudited
Consolidated  Financial  Statements  and  related  notes  presented  within this
report.  The  focus  of  this  discussion   concerns   BancShares'  two  banking
subsidiaries.  First-Citizens  Bank & Trust Company ("FCB") operates branches in
North  Carolina,  West  Virginia,  and  Virginia.  Atlantic  States Bank ("ASB")
operates offices in Georgia and Florida.

SUMMARY
     BancShares  realized an increase in earnings  during the second  quarter of
2000 compared to the second quarter of 1999.  Consolidated net income during the
second  quarter of 2000 was $21.5  million,  compared  to $20.3  million  earned
during the corresponding  period of 1999. Net income per share during the second
quarter of 2000 totaled  $2.03,  compared to $1.91 during the second  quarter of
1999.  Return on average  assets was 0.88 percent for the second quarter of 2000
compared to 0.85 percent during the same period of 1999.
     For the first six months of 2000,  BancShares  recorded net income of $41.0
million,  compared to $39.4 million  earned during the first six months of 1999.
Net income per share for the first six  months of 2000 was  $3.88,  compared  to
$3.70  during  the same  period of 1999.  BancShares  returned  0.85  percent on
average  assets  during the first six months of 2000  compared  to 0.83  percent
during the  corresponding  period of 1999.  The 5.7  percent  increase in second
quarter net income and the 4.1 percent  increase in year-to-date net income were
the net result of higher net  interest  income  and higher  noninterest  income,
partially offset by higher noninterest expense.
     Various profitability,  liquidity and capital ratios are presented in Table
1.  To  understand  the  changes  and  trends  in  interest-earning  assets  and
interest-bearing  liabilities,  refer to the average balance sheets presented in
Table 4 for the second  quarter and Table 5 for the first six months of 2000 and
1999.

INTEREST-EARNING ASSETS
     Interest-earning  assets for the  second  quarter  of 2000  averaged  $8.79
billion, an increase of $129.6 million or 1.5 percent from the second quarter of
1999.  For the six months ended June 30, 2000,  earning  assets  averaged  $8.73
billion,  an increase of $109.2  million or 1.3 percent  over the same period of
1999. These increases result from growth in the loan portfolio.
     Loans.  At June 30, 2000 and 1999,  gross loans  totaled  $7.01 billion and
$6.38  billion,  respectively.  As of December 31, 1999,  gross loans were $6.75
billion.  The $630.5 million growth in loans from June 30, 1999 to June 30, 2000
results from growth within  BancShares'  commercial and retail real estate-based
lending. Table 2 details outstanding loans by type for the past five quarters.
     During the  second  quarter  of 2000,  loans  averaged  $6.92  billion,  an
increase of $627.3 million or 10.0 percent from the  comparable  period of 1999.
Loan growth  resulted from strong demand for  commercial  and business  loans as
well as continued growth among retail loans secured by real estate.
     Loans  secured by real  estate  averaged  $4.21  billion  during the second
quarter of 2000, an increase of $662.1 million,  or 18.6 percent during the same
period of 1999.  The increase in real estate loans is due to higher  commercial,
business,  and EquityLine loan volume.  Loans originated for commercial purposes
averaged  $866.3 million  during the second quarter of 2000,  compared to $818.8
million  during the second  quarter of 1999, an increase of $47.4 million or 5.8
percent.
     For the  year-to-date,  gross loans have  averaged  $6.85  billion for 2000
compared to $6.24  billion for the same period of 1999.  This $617.8  million or
9.9 percent  increase is likewise due to growth among  commercial,  business and
retail real estate lending.
     As of June 30, 2000, $21.0 million in fixed-rate residential mortgage loans
are  classified  as held for sale.  All loans  held for sale are  carried at the
lower of cost or fair value.  Mortgage loan sale  activity  during the first six
months of 2000 has  resulted  from two  primary  goals.  First,  as in the past,
management  seeks to lessen the exposure to changes in interest rates by selling
portions of its long-term fixed-rate loan production. Second, loan sales provide
liquidity to meet ongoing loan demand.  The sales of residential  mortgage loans
has supported both objectives.
     Despite  the  recent  upward   pressure  on  interest   rates,   management
anticipates  continued growth among commercial and business lending.  Management
projects continued  reductions in retail installment loans,  primarily resulting
from a diminished  emphasis on sales finance activity.  All growth  projections,
however,  remain  dependent on interest rates,  as continued  upward pressure on
interest rates will likely slow loan growth.
     Investment securities.  At June 30, 2000 and 1999, the investment portfolio
totaled $1.54 billion and $1.98 billion, respectively. At December 31, 1999, the
investment  portfolio was $1.37 billion.  The large  reduction in the securities
portfolio  since  June 30,  1999  results  from the use of  maturing  investment
securities to fund the strong loan growth.  The smaller  balance at December 31,
1999 resulted  from  BancShares'  focus on liquidity for Y2K planning  purposes.
Average investment  securities  decreased by $472.2 million or 22.9 percent from
the  second  quarter  ended of 1999 to the  second of 2000,  the  result of loan
growth.  All  securities  that  are  classified  as   held-to-maturity   reflect
BancShares'  ability  and  positive  intent  to  hold  those  investments  until
maturity.  Marketable equity securities are classified as available-for-sale and
are  reported  at  their  aggregate  fair  value.   Table  3  presents  detailed
information relating to the investment securities portfolio.
     Income on  Interest-Earning  Assets.  Interest  income  amounted  to $171.9
million  during the second  quarter of 2000,  a 9.5  percent  increase  over the
second quarter of 1999.  Improved  yields and loan growth  contributed to higher
interest  income in the second  quarter of 2000 when compared to the same period
of 1999.
     The  taxable-equivalent  yield on  interest-earning  assets  for the second
quarter of 2000 was 7.90 percent, compared to 7.30 percent for the corresponding
period of 1999. The higher yield on earning assets during 2000 results primarily
from an  increase in the blended  taxable-equivalent  loan yield,  the result of
increased market rates and a more favorable loan mix.
     Loan interest income for the second quarter of 2000 was $143.4 million,  an
increase of $19.3 million or 15.6 percent from the second  quarter of 1999,  due
to volume growth and increased yields. The taxable-equivalent  yield on the loan
portfolio was 8.38 percent during the second  quarter of 2000,  compared to 7.95
percent  during the same  period of 1999,  the  increase  resulting  from higher
market rates. In addition to higher market rates during 2000, the composition of
the loan portfolio has shifted toward commercial and business loans, which carry
higher yields than the installment or residential mortgage loans they replace.
     For the six months ended June 30,  2000,  loan  interest  income was $281.3
million,  an increase of $34.6  million or 14.0  percent over the same period of
1999. The increase in interest  income during the six-month  period reflects the
growth in the loan portfolio and higher loan yields.
     Income  earned on the  investment  securities  portfolio  amounted to $23.5
million  during the second  quarter  of 2000 and $29.0  million  during the same
period of 1999, a decrease of $5.5 million or 19.0 percent. This decrease is the
result of a $472.2  million or 22.9 percent  decrease in the average  securities
portfolio. The investment securities portfolio  taxable-equivalent yield rose to
5.94 percent for the quarter  ended June 30, 2000,  compared to 5.64 percent for
the quarter ended June 30, 1999.
     For the six months ended June 30,  2000,  interest  income from  investment
securities was $44.6  million,  compared to $58.5 million during the same period
of 1999,  a decrease  of 23.7  percent.  This  decrease  is the result of a 25.6
percent  reduction  in the average  securities  portfolio.  The yield on average
investment securities rose from 5.68 percent for the six-month period ended June
30, 1999 to 5.81 for the same period of 2000.

INTEREST-BEARING LIABILITIES
     At June 30,  2000 and  1999,  interest-bearing  liabilities  totaled  $7.63
billion  and  $7.52  billion,  respectively,  compared  to $7.55  billion  as of
December  31,  1999.  During  the  second  quarter  of  2000,   interest-bearing
liabilities  averaged $7.56 billion, an increase of $69.3 million or 0.9 percent
from the second quarter of 1999. Total  interest-bearing  liabilities  increased
0.6 percent during the first six months of 2000 when compared to the same period
of 1999.
     Deposits.  At June 30, 2000, total deposits were $8.37 billion, an increase
of $195.9  million or 2.4 percent over June 30,  1999.  Compared to the December
31, 1999 balance of $8.17 billion,  total deposits have increased $192.8 million
or 2.4 percent.
     Average  interest-bearing  deposits  were $6.85  billion  during the second
quarter of 2000 compared to $6.81 billion  during the second quarter of 1999, an
increase  of  0.6  percent.  While  total   interest-bearing   liabilities  were
essentially  unchanged,  average money market accounts  increased $112.3 million
from the second quarter of 1999 to the second  quarter of 2000,  while . average
time deposits  decreased  $33.7  million from the second  quarter of 1999 to the
second quarter of 2000, and average  savings  accounts  decreased  $23.9 million
between the two periods.
     Borrowed  Funds.  At June 30, 2000,  short-term  borrowings  totaled $562.9
million  compared to $568.3  million at December 31, 1999 and $518.4  million at
June 30,  1999.  For the  quarters  ended  June 30,  2000 and  1999,  short-term
borrowings  averaged  $552.6  million  and $522.6  million,  respectively.  This
increase resulted from growth among overnight repurchase  agreements,  partially
offset by lower average Master Note borrowings.
     Expense  on  Interest-Bearing  Liabilities.  BancShares'  interest  expense
amounted to $80.2 million during the second quarter of 2000, an $11.4 million or
16.5  percent  increase  from the second  quarter of 1999.  The higher  interest
expense was primarily  the result of higher  market  rates.  The average rate on
these liabilities was 4.27 percent during the second quarter of 2000 compared to
3.68 percent during the same period of 1999.
     For the second  quarter,  the rate on average time  deposits grew from 4.82
percent in 1999 to 5.50 percent in 2000,  while the rate on average money market
accounts increased from 3.37 percent to 4.22 percent. The rate on average master
notes for the second  quarter of 2000 was 5.32 percent,  while the rate was 3.90
percent during the same period in 1999.
     For the  year-to-date,  interest  expense was $154.6  million,  compared to
$138.5  million for the same period of 1999. The 11.6 percent  increase  results
from higher interest rates for interest-bearing deposits and borrowings.

NET INTEREST INCOME
     Net interest  income  totaled  $91.7 million  during the second  quarter of
2000,  an increase of $3.6  million or 4.0  percent  from the second  quarter of
1999.  The  taxable-equivalent  net yield on  interest-earning  assets  was 4.23
percent for the second  quarter of 2000, an increase of 12 basis points from the
4.11 percent  reported for the second  quarter of 1999.  The taxable  equivalent
interest rate spread for the second quarter of 2000 was 3.63 percent compared to
3.62  percent  for  the  same  period  of  1999.   The  improved  net  yield  on
interest-earning  assets  result from faster growth in  interest-earning  assets
than growth of interest-bearing liabilities.
     A principal objective of BancShares' asset/liability management function is
to manage  interest  rate risk or the  exposure  to changes in  interest  rates.
Management maintains portfolios of interest-earning  assets and interest-bearing
liabilities with maturities or repricing opportunities that will protect against
wide interest rate fluctuations,  thereby limiting, to the extent possible,  the
ultimate interest rate exposure.  Management is aware of the potential  negative
impact that movements in market interest rates may have on net interest income.
     Market risk is the potential economic loss resulting from changes in market
prices and interest  rates.  This risk can either result in  diminished  current
fair values or reduced net  interest  income in future  periods.  As of June 30,
2000,  BancShares'  market  risk  profile  has not  changed  significantly  from
December 31, 1999.  BancShares  continues  to  experience a  liability-sensitive
position  which  results in lower net interest  income  during  period of rising
interest rates. However, as a result of asset growth rates at levels that exceed
deposit  growth  rates,  the  liability  sensitive  position as a percentage  of
interest-earning assets has narrowed since December 31, 1999.

ASSET QUALITY
     Reserve for loan losses.  Management  continuously  analyzes the growth and
risk  characteristics  of  the  total  loan  portfolio  under  current  economic
conditions  in order to evaluate  the  adequacy of the reserve for loan  losses.
Such factors as the financial  condition of the  borrower,  fair market value of
collateral and other considerations are recognized in estimating probable credit
losses. At June 30, 2000, the reserve for loan losses amounted to $100.5 million
or 1.43 percent of loans  outstanding.  This  compares to $98.7  million or 1.46
percent at December  31,  1999,  and $96.8  million or 1.52  percent at June 30,
1999.
     Management considers the established reserve adequate to absorb losses that
relate to loans  outstanding at June 30, 2000.  While  management uses available
information  to establish  provisions for loan losses,  future  additions to the
reserve  may be  necessary  based on changes  in  economic  conditions  or other
factors. In addition,  various regulatory agencies, as an integral part of their
examination  process,  periodically  review the  reserve for loan  losses.  Such
agencies may require the  recognition  of  adjustments  to the reserve  based on
their  judgments  of  information  available  to  them  at  the  time  of  their
examination.
     The  provision  for loan  losses  charged to  operations  during the second
quarter of 2000 was $3.0  million,  compared to $2.2  million  during the second
quarter of 1999.  For the six month periods  ended June 30, total  provision for
loan  losses  was $6.4  million  for 2000 and $4.8  million  for 1999.  The $1.6
million increase reflects the higher rate of growth in the loan portfolio during
2000.
     Net  charge-offs  for the six month period ended June 30, 2000 totaled $4.6
million,  compared  to $4.2  million  during  the  same  period  of  1999.  As a
percentage of average loans  outstanding,  the losses represent 0.14 percent for
both periods on an annualized basis. Gross charge-offs  totaled $6.7 million for
each of the six month periods ended June 30, 2000 and 1999. Recoveries were $2.1
million and $2.5 million for the respective periods.
     Management  remains committed to maintaining high levels of credit quality.
Table 6 provides  details  concerning  the reserve and provision for loan losses
over the past five quarters and for the year-to-date for 2000 and 1999.
     Nonperforming  assets. At June 30, 2000,  BancShares'  nonperforming assets
amounted  to $11.2  million  or 0.16  percent  of gross  loans  plus  foreclosed
properties, compared to $12.3 million at December 31, 1999, and $13.5 million at
June 30, 1999.  Management  continues to closely monitor  nonperforming  assets,
taking necessary actions to minimize potential exposure.

NONINTEREST INCOME
     During the first six months of 2000,  noninterest income was $85.4 million,
compared to $77.5  million  during the same period of 1999.  The $8.0 million or
10.3 percent  increase was primarily due to growth in service charges on deposit
accounts and improved  credit card income.  During the first six months of 2000,
total service  charges on deposits was $28.8 million,  compared to $25.8 million
earned  during the same period of 1999.  This increase  primarily  resulted from
higher commercial service charges and increased bad check charges.
     Noninterest income from the credit card operation contributed an additional
$3.0 million  during the first six months of 2000 compared to the same period of
1999.  This  represents a 21.8 percent  increase over 1999, the result of higher
merchant income and interchange income generated by card usage.  BancShares also
reported a $1.7 million  increase in other  service  charges and fees during the
first six months of 2000, a 35.2  percent  increase due to growth in various fee
producing services.
     Noninterest  income gains were  partially  offset by reductions in mortgage
income and securities gains.  Mortgage income was $3.0 million for the first six
months of 2000, a reduction of $1.0 million or 25.2 percent from the same period
of 1999.  During 2000,  origination  fees  declined due to fewer  mortgage  loan
originations. Securities gains were $755,000 lower during the first half of 2000
due to lower investment gains in equity investments.
     During the third quarter of 2000, FCB entered into an agreement to sell the
servicing  rights  for  approximately  $1.6  billion in  residential  mortgages.
Subject to regulatory  approval and other  conditions,  management  expects this
transaction  to close  during  the third or  fourth  quarter.  Based on  current
pricing indicators, management projects an after-tax gain of approximately $13.2
million.
     FCB has also entered into  agreements to sell four offices in eastern North
Carolina  to  related  parties.  As a result  of these  transactions,  which are
expected  to be  consummated  during  the  fourth  quarter  of 2000,  management
projects noninterest income of approximately $4.2 million will be recorded.

NONINTEREST EXPENSE
     Noninterest  expense was $194.2 million for the first six months of 2000, a
5.2 percent  increase over the $184.6 million recorded during the same period of
1999.  Much of the $9.6  million  increase  in  noninterest  expense  relates to
continued  franchise  expansion in Georgia and Florida by ASB.  Salary and wages
expenses  increased $3.7 million during 2000 when compared to the same period of
1999.  This 4.7 percent  increase  reflects  the growth in  employee  population
required to staff new branch offices throughout the franchise. Employee benefits
expense  increased  $1.8 million or 11.4 percent  during the first six months of
2000,  compared to the  corresponding  period of 1999 due to the larger employee
population and increased insurance costs.
     Occupancy  expense  increased $1.9 million or 13.1 percent during the first
six months of 2000, the result of higher rent and  depreciation  expense for new
and renovated branch facilities and increased property tax expenses.
     The $2.3 million  increase in other  expenses  resulted  from higher credit
card processing costs and net loss on assets.

INCOME TAXES
     Income tax expense amounted to $25.1 million during the first six months of
2000,  compared to $22.6 million during the same period of 1999, an 11.4 percent
increase resulting from higher pre-tax income. The effective tax rates for these
periods were 38.0 percent and 36.4 percent, respectively. The increase in income
tax expense and the higher  effective  tax rates result from higher state income
tax expense during 2000.

LIQUIDITY
     Management  relies on the  investment  portfolio as a source of  liquidity,
with maturities designed to provide needed cash flows. Further,  retail deposits
generated  throughout the branch  network have enabled  management to fund asset
growth and  maintain  liquidity.  In the event  additional  liquidity is needed,
BancShares  maintains  readily  available  sources to borrow  funds  through its
correspondent network.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY
     BancShares  maintains an adequate  capital position and exceeds all minimum
regulatory capital requirements. At June 30, 2000 and 1999, the leverage capital
ratio of BancShares was 8.24 percent and 7.56 percent, respectively,  surpassing
the  minimum  level of 3  percent.  As a  percentage  of  risk-adjusted  assets,
BancShares'  Tier 1 capital ratio was 10.13 percent at June 30, 2000,  and 10.01
percent  as of June  30,  1999.  The  minimum  ratio  allowed  is 4  percent  of
risk-adjusted assets. The total risk-adjusted capital ratio was 11.42 percent at
June 30, 2000 and 11.33  percent as of June 30, 1999.  The minimum total capital
ratio is 8 percent.  BancShares  and its  subsidiary  banks  exceed the  capital
standards established by their respective regulatory agencies.

CURRENT ACCOUNTING AND REGULATORY ISSUES
     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133 "Accounting for Derivative Instruments and Hedging Activities." SFAS No.
133 establishes  accounting and reporting  standards for derivative  instruments
and for hedging activities. As a result of BancShares' limited use of derivative
instruments,  the adoption of SFAS No. 133 should not have a material  impact on
its  consolidated  financial  statements.  SFAS No.  133,  as  amended,  becomes
effective during 2001 for BancShares.
     Management  is not  aware  of any  current  recommendations  by  regulatory
authorities  that, if implemented,  would have or would be reasonably  likely to
have a material effect on liquidity, capital ratios or results of operations.

FORWARD-LOOKING STATEMENTS
     This discussion may contain statements that could be deemed forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934 and the Private  Securities  Litigation  Reform Act,  which  statements are
inherently  subject to risks and uncertainties.  Forward-looking  statements are
statements that include projections,  predictions, expectations or beliefs about
future  events or results or otherwise are not  statements  of historical  fact.
Such  statements  are often  characterized  by the use of qualifying  words (and
their derivatives) such as "expect,"  "believe,"  "estimate," "plan," "project,"
"anticipate," or other statements  concerning opinions or judgment of BancShares
and its  management  about  future  events.  Factors  that could  influence  the
accuracy of such forward-looking statements include, but are not limited to, the
financial success or changing  strategies of BancShares'  customers,  actions of
government regulators,  the level of market interest rates, and general economic
conditions.