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  March 31, 2001

                    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-- 1,697,787 shares
        (Number of shares outstanding, by class, as of May 11, 2001)


                                      INDEX

PART I.   FINANCIAL INFORMATION                                          PAGES

Item 1.   Financial Statements (Unaudited)

          Consolidated  Balance Sheets at March 31, 2001,
          December 31, 2000,and March 31, 2000                              5


          Consolidated Statements of Income for the three
          periods ended March 31, 2001, and March 31, 2000                  6



          Consolidated  Statements  of Changes in  Shareholders'  Equity
          for the three-month  periods ended March 31, 2001, and
          March 31, 2000                                                    7

          Consolidated Statements of Cash Flows for the three-month
          periods ended March 31, 2001, and March 31, 2000                  8


          Note to Consolidated Financial Statements                         9


Item 2.   Management's Discussion and Analysis of Financial
          Condition and Results of Operations                           16-21

Item 3.   Market Risk Disclosure                                           10

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 March 31, 2001,
               Registrant filed one Current Report on Form 8-K filing a press
               release that was issued addressing merger speculation.  The
               Form 8-K was filed on March 1, 2001.




                                       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:  May 11, 2001                            By:/s/Kenneth A. Black
                                                   Kenneth A. Black
                                                   Vice President, Treasurer,
                                                   and Chief Financial Officer

First Citizens BancShares, Inc and Subsidiaries
Third Quarter  2001







Consolidated Balance Sheets
First Citizens BancShares, Inc. and Subsidiaries
                                                                         March 31*        December 31#           March 31*
(thousands, except share data)                                                2001                2000                2000
- ----------------------------------------------------------------------------------------------------------------------------
                                                                                                      
Assets
Cash and due from banks                                                  $ 690,080           $ 755,930           $ 446,995
Overnight investments                                                      876,925             431,382             521,441
Investment securities held to maturity                                   1,821,648           1,778,166           1,530,632
Investment securities available for sale                                    47,238              38,554              16,582
Loans                                                                    7,124,535           7,109,692           6,828,095
Less reserve for loan losses                                               103,825             102,655              99,590
- ------------------------------------------------------------------------------------------------------------------------------
    Net loans                                                            7,020,710           7,007,037           6,728,505
Premises and equipment                                                     453,793             444,731             406,731
Income earned not collected                                                 60,134              62,580              51,548
Other assets                                                               175,389             173,237             178,298
- ------------------------------------------------------------------------------------------------------------------------------
    Total assets                                                      $ 11,145,917        $ 10,691,617          $9,880,732
==============================================================================================================================

Liabilities
Deposits:
    Noninterest-bearing                                                 $1,457,456          $1,373,880          $1,382,750
    Interest-bearing                                                     7,907,900           7,597,988           6,913,100
- ------------------------------------------------------------------------------------------------------------------------------
    Total deposits                                                       9,365,356           8,971,868           8,295,850
Short-term borrowings                                                      668,209             632,372             587,087
Long-term obligations                                                      154,837             154,332             154,915
Other liabilities                                                          127,380             122,317             101,744
- ------------------------------------------------------------------------------------------------------------------------------
    Total liabilities                                                   10,315,782           9,880,889           9,139,596

Shareholders' equity
Common stock:
Class A-$1 par value (8,813,454; 8,813,454 and
    8,846,489 shares issued, respectively)                                   8,813               8,813               8,847
Class B-$1 par value (1,700,021; 1,709,382 and
    1,720,360 shares issued, respectively)                                   1,700               1,709               1,720
Surplus                                                                    143,766             143,766             143,766
Retained earnings                                                          669,571             650,148             581,953
Accumulated other comprehensive income                                       6,285               6,292               4,850
- ------------------------------------------------------------------------------------------------------------------------------
    Total shareholders' equity                                             830,135             810,728             741,136
- ------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                        $ 11,145,917        $ 10,691,617          $9,880,732
==============================================================================================================================


* Unaudited
# Derived from the Consolidated Balance Sheets included in the 2000 Annual Report on Form 10-K.
See accompanying Note to Consolidated Financial Statements.




First Citizens BancShares, Inc and Subsidiaries
First Quarter 2001





Consolidated Statements of Income
First Citizens BancShares, Inc. and Subsidiaries
                                                                      Three Months Ended March 31
(thousands, except per share data, unaudited)                            2001             2000
- -----------------------------------------------------------------------------------------------------

                                                                                   
Interest income
Loans                                                                     $ 151,022        $ 137,911
Investment securities:
U. S. Government                                                             28,398           20,915
State, county and municipal                                                      71               48
Other                                                                           512              122
- -----------------------------------------------------------------------------------------------------
Total investment securities interest income                                  28,981           21,085
Overnight investments                                                         9,023            4,990
- -----------------------------------------------------------------------------------------------------
Total interest income                                                       189,026          163,986
Interest expense
Deposits                                                                     85,496           64,800
Short-term borrowings                                                         7,776            6,431
Long-term obligations                                                         3,171            3,150
- -----------------------------------------------------------------------------------------------------
Total interest expense                                                       96,443           74,381
- -----------------------------------------------------------------------------------------------------
Net interest income                                                          92,583           89,605
Provision for loan losses                                                     5,676            3,459
- -----------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                          86,907           86,146
Noninterest income
Service charges on deposit accounts                                          15,931           14,060
Credit card income                                                            9,400            7,841
Trust income                                                                  3,893            3,742
Fees from processing services                                                 3,929            3,277
Commission-based income                                                       3,229            2,782
ATM income                                                                    2,637            2,487
Mortgage income                                                               1,278            1,405
Other service charges and fees                                                3,834            3,151
Securities gains                                                              5,451                -
Other                                                                         3,229            2,606
- -----------------------------------------------------------------------------------------------------
Total noninterest income                                                     52,811           41,351
Noninterest expense
Salaries and wages                                                           43,834           41,025
Employee benefits                                                             8,940            8,868
Occupancy expense                                                             9,010            8,247
Equipment expense                                                             9,686            9,169
Other                                                                        31,330           28,978
- -----------------------------------------------------------------------------------------------------
Total noninterest expense                                                   102,800           96,287
- -----------------------------------------------------------------------------------------------------
Income before income taxes                                                   36,918           31,210
Income taxes                                                                 14,059           11,696
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
 Net income                                                                  22,859           19,514
- -----------------------------------------------------------------------------------------------------
Other comprehensive loss, net of taxes
Unrealized securities losses arising during period                             (553)          (2,858)
Less: reclassification adjustment for gains included in net income             (546)          (1,128)
- -----------------------------------------------------------------------------------------------------
Other comprehensive loss                                                         (7)          (1,730)
- -----------------------------------------------------------------------------------------------------
=====================================================================================================
Comprehensive income                                                       $ 22,852         $ 17,784
=====================================================================================================
Average shares outstanding                                               10,521,253       10,592,378
Per Share
Net income                                                                   $ 2.17           $ 1.84
Cash dividends                                                                 0.25             0.25
- -----------------------------------------------------------------------------------------------------

See accompanying Note to Consolidated Financial Statements.



First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001






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, 1999                       $8,890      $1,720      $143,766       $567,801            $ 6,580      $728,757
Net income                                                                                  19,514                           19,514
Unrealized securities losses, net of
    deferred tax benefit                                                                                       (1,730)       (1,730)
Cash dividends                                                                              (2,653)                          (2,653)
Redemption of 43,550 shares of Class A
    common stock                                      (43)                                  (2,709)                          (2,752)
====================================================================================================================================
Balance at March 31, 2000                          $8,847      $1,720      $143,766       $581,953            $ 4,850      $741,136
====================================================================================================================================
Balance at December 31, 2000                       $8,813      $1,709      $143,766       $650,148            $ 6,292      $810,728
Net income                                                                                  22,859                           22,859
Unrealized securities losses, net of
      deferred tax benefit                                                                                         (7)           (7)
Cash dividends                                                                              (2,628)                          (2,628)
Redemption of 9,361 shares of Class B
    common stock                                                   (9)                        (808)                            (817)
====================================================================================================================================
Balance at March 31, 2001                          $8,813      $1,700      $143,766       $669,571            $ 6,285      $830,135
====================================================================================================================================

See accompanying Note to Consolidated Financial Statements



First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001






Consolidated Statements of Cash Flows
First Citizens BancShares, Inc. and Subsidiaries
                                                                                                Three months ended March 31
                                                                                            ------------------------------------

                                                                                                         2001              2000
- --------------------------------------------------------------------------------------------------------------------------------
                                                                                                   (thousands, unaudited)
                                                                                                                
OPERATING ACTIVITIES
Net income                                                                                            $22,859           $19,514
Adjustments to reconcile net income to cash
   provided  by operating activities:
  Amortization of intangibles                                                                           2,865             2,951
  Provision for loan losses                                                                             5,676             3,459
  Deferred tax expense (benefit)                                                                        2,235            (1,505)
  Change in current taxes payable                                                                      15,787            11,944
  Depreciation                                                                                          7,941             7,377
  Change in accrued interest payable                                                                  (12,680)           (4,368)
  Change in income earned not collected                                                                 2,446             1,073
  Securities gains                                                                                     (5,451)                -
  Origination of loans held for sale                                                                 (102,161)          (41,216)
  Proceeds from sale of loans held for sale                                                            77,368            47,072
  Loss on loans held for sale                                                                               2                10
  Net amortization (accretion) of premiums and discounts                                                 (151)            1,113
  Net change in other assets                                                                           (3,907)             (776)
  Net change in other liabilities                                                                       1,956             3,408
 -------------------------------------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                                              14,785            50,056
- --------------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Net change in loans outstanding                                                                      16,623           (85,481)
  Purchases of investment securities held to maturity                                                (409,041)         (493,060)
  Purchases of investment securities available for sale                                                (2,680)             (867)
  Proceeds from maturities of investment securities held to maturity                                  365,710           314,636
  Net change in overnight investments                                                                (445,543)          (48,048)
  Dispositions of premises and equipment                                                                2,007               990
  Additions to premises and equipment                                                                 (18,183)          (17,701)
  Purchase and sale of branches, net of cash transferred                                               28,552                 -
- ---------------------------------------------------------------------------------------------------------------------------------
Net cash used by investing activities                                                                (462,555)         (329,531)
- ---------------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net change in time deposits                                                                         156,458            64,806
  Net change in demand and other interest-bearing deposits                                            192,565            57,446
  Net change in short-term borrowings                                                                  35,820            18,018
  Originations of long-term obligations                                                                   522                 -
  Repurchases of common stock                                                                            (817)           (2,752)
  Cash dividends paid                                                                                  (2,628)           (2,653)
- --------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                                             381,920           134,865
- --------------------------------------------------------------------------------------------------------------------------------
Change in cash and due from banks                                                                     (65,850)         (144,610)
Cash and due from banks at beginning of period                                                        755,930           591,605
================================================================================================================================
Cash and due from banks at end of period                                                             $690,080          $446,995
================================================================================================================================
CASH PAYMENTS FOR:
  Interest                                                                                           $109,123           $78,749
  Income taxes                                                                                             74             7,587
- --------------------------------------------------------------------------------------------------------------------------------
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
  Unrealized securities losses                                                                           (553)           (2,858)
- --------------------------------------------------------------------------------------------------------------------------------
See accompanying Note to Consolidated Financial Statements.




First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001


Note 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  accounting  principles  generally  accepted in the
United States of America for interim financial information. Accordingly, they do
not  include  all  of the  information  and  footnotes  required  by  accounting
principles  generally  accepted  in the United  States of America  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 accounting  principles  generally  accepted in the
United States of America  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 2000 First Citizens BancShares, Inc. Annual
Report,  which is  incorporated  by reference on Form 10-K.  Certain amounts for
prior periods have been reclassified to conform with statement presentations for
2001. However, the  reclassifications  have no effect on shareholders' equity or
net income as previously reported.
     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards No. 133 "Accounting for Derivative  Instruments
and Hedging  Activities"  ("Statement  133"),  which establishes  accounting and
reporting  standards  for  derivative  instruments  and for hedging  activities.
BancShares adopted the provisions of Statement 133 on January 1, 2001, but, as a
result of  BancShares'  limited use of derivative  instruments,  the adoption of
Statement  133 did not have a  material  impact  on its  consolidated  financial
statements.



First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001




 Financial Summary
                                                                                                        Table 1
                                                 2001                                  2000
                                                First          Fourth         Third        Second         First
(thousands, except per share data and ratios) Quarter         Quarter       Quarter       Quarter       Quarter
- ----------------------------------------------------------------------------------------------------------------

                                                                                      
Summary of Operations
Interest income                              $189,026        $189,328      $182,966      $171,890      $163,986
Interest expense                               96,443          96,754        91,509        80,184        74,381
- ----------------------------------------------------------------------------------------------------------------
Net interest income                            92,583          92,574        91,457        91,706        89,605
Provision for loan losses                       5,676           4,857         4,197         2,975         3,459
- ----------------------------------------------------------------------------------------------------------------
Net interest income after provision
    for loan losses                            86,907          87,717        87,260        88,731        86,146
Noninterest income                             52,811          49,384        67,358        44,097        41,351
Noninterest expense                           102,800          99,287       101,257        97,953        96,287
- ----------------------------------------------------------------------------------------------------------------
Income before income taxes                     36,918          37,814        53,361        34,875        31,210
Income taxes                                   14,059          13,826        20,006        13,421        11,696
- ----------------------------------------------------------------------------------------------------------------
Net income                                    $22,859         $23,988       $33,355       $21,454       $19,514
================================================================================================================
Net interest income-taxable equivalent        $93,091         $93,240       $92,162       $92,414       $90,374
- ----------------------------------------------------------------------------------------------------------------
Selected Quarterly Averages
Total assets                              $10,785,178    $10,420,204    $10,167,665    $9,772,765    $9,658,251
Investment securities                       1,854,401       1,747,536     1,633,653     1,594,291     1,497,278
Loans                                       7,101,238       7,077,991     7,036,622     6,917,041     6,789,203
Interest-earning assets                     9,616,497       9,335,530     9,142,585     8,788,776     8,667,039
Deposits                                    9,037,155       8,693,634     8,524,930     8,211,252     8,128,968
Interest-bearing liabilities                8,470,303       8,126,969     7,886,410     7,560,267     7,512,781
Long-term obligations                         154,639         154,609       154,979       153,773       155,171
Shareholders' equity                         $819,289        $799,234      $770,418      $748,648      $734,777
Shares outstanding                         10,521,253      10,528,680    10,534,049    10,551,766    10,592,378
- ----------------------------------------------------------------------------------------------------------------
Selected Quarter-End Balances
Total assets                              $11,145,917    $10,691,617    $10,361,296    $9,943,877    $9,880,732
Investment securities                       1,868,886       1,816,720     1,730,439     1,543,033     1,547,214
Loans                                       7,124,535       7,109,692     7,097,773     7,006,824     6,828,095
Interest-earning assets                     9,870,346       9,357,794     9,278,658     8,871,522     8,896,750
Deposits                                    9,365,356       8,971,868     8,668,642     8,366,364     8,295,850
Interest-bearing liabilities                8,730,946       8,384,692     8,068,241     7,626,805     7,655,102
Long-term obligations                         154,836         154,332       154,687       153,761       154,915
Shareholders' equity                         $830,135        $810,728      $789,341      $758,985      $741,136
Shares outstanding                         10,513,475      10,522,836    10,533,814    10,534,614    10,566,849
- ----------------------------------------------------------------------------------------------------------------
Profitability Ratios (averages)
Rate of return (annualized) on:
   Total assets                                  0.86 %          0.92 %        1.31 %        0.88 %        0.81 %
   Shareholders' equity                         11.32           11.94         17.22         11.53         10.68
Dividend payout ratio                           11.52           10.96          7.89         12.32         13.59
- ----------------------------------------------------------------------------------------------------------------
Liquidity and Capital Ratios (averages)
Loans to deposits                               78.58  %        81.42 %       82.54 %       84.24 %       83.52 %
Shareholders' equity to total assets             7.60            7.67          7.58          7.66          7.61
Time certificates of $100,000 or more to
   total deposits                               10.36            9.92          9.54          9.27          9.01
- -------------------------------------------------------------------------------------------------------------------
Per Share of Stock
Net income                                      $2.17           $2.28         $3.17         $2.03         $1.84
Cash dividends                                   0.25            0.25          0.25          0.25          0.25
Book value at period end                        78.96           77.04         74.93         72.05         70.14
Tangible book value at period end               67.52           65.76         64.77         61.92         59.79
- -------------------------------------------------------------------------------------------------------------------


First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001






 Outstanding Loans by Type
                                                                                                                       Table 2
                                                       2001                                   2000
                                                      First           Fourth            Third          Second            First
(thousands)                                         Quarter          Quarter          Quarter         Quarter          Quarter
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                    
Real estate:
Construction and land development                  $237,354         $216,439         $209,592        $200,483         $208,518
  Mortgage:
    1-4 family residential                        1,596,920        1,550,329        1,515,694       1,460,512        1,368,732
    Commercial                                    1,997,798        1,993,067        1,980,802       1,934,302        1,866,544
    Equity Line                                     862,231          851,810          838,198         813,908          776,164
    Other                                           186,740          186,247          201,107         204,962          184,397
Commercial and industrial                           943,722          933,515          942,507         946,067          950,445
Consumer                                          1,140,407        1,218,134        1,248,793       1,297,982        1,340,671
Lease financing                                     134,352          134,483          134,655         131,579          127,822
Other                                                25,011           25,668           26,425          17,029            4,802
- -------------------------------------------------------------------------------------------------------------------------------
    Total loans                                   7,124,535        7,109,692        7,097,773       7,006,824        6,828,095
Less reserve for loan losses                        103,825          102,655          101,565         100,515           99,590
- -------------------------------------------------------------------------------------------------------------------------------
     Net loans                                   $7,020,710       $7,007,037       $6,996,208      $6,906,309       $6,728,505
- -------------------------------------------------------------------------------------------------------------------------------



First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001






Investment Securities
                                                                                                                         Table 3
                                                         March 31, 2001                                 March 31, 2000
                                                              Average     Taxable                            Average     Taxable
                                            Book        Fair  Maturity  Equivalent         Book        Fair  Maturity  Equivalent
(thousands)                                Value       Value (Yrs./Mos.)    Yield         Value       Value (Yrs./Mos.)    Yield
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                  
U. S. Government:
  Within one year                     $1,506,877  $1,518,839    0/6          6.18%   $1,200,835  $1,184,701    0/7          5.63%
  One to five years                      303,006     307,373    1/4          5.76       315,939     310,768    1/11         6.60
  Five to ten years                          199         207    8/3          8.04           309         310    8/7          8.11
  Over 10 years                            7,331       7,448    25/8         7.30         9,026       8,831    26/7         7.33
- ------------------------------------------------------------------------------------------------------------------------------------
Total                                  1,817,413   1,833,867    0/8          6.11     1,526,109   1,504,610    0/10         5.84
State, county and municipal:
  Within one year                            650         653    0/3          7.41           900         904    0/6          7.28
  One to five years                        1,607       1,664    2/4          6.68         1,761       1,777    1/2          7.27
  Five to ten years                          142         151    8/1          5.88            -          -           -         -
  Over ten years                           1,541       1,712   15/3          5.85         1,557       1,586   18/0          8.59
- ------------------------------------------------------------------------------------------------------------------------------------
Total                                      3,940       4,029    9/11         6.30         4,218       4,267    7/7          7.76
Other:
  Within one year                             10          10    0/9          5.36            10          10    0/4          5.24
  One to five years                           35          35    1/4          6.96            45          45    2/2          5.47
  Five to ten years                          250         250    7/4          4.50           250         250    8/4          2.25
- ------------------------------------------------------------------------------------------------------------------------------------
Total                                        295         295    5/0          4.96           305         305    5/6          4.95
- ------------------------------------------------------------------------------------------------------------------------------------
Total securities held to maturity      1,821,648   1,838,191    0/10         6.11%    1,530,632   1,509,182    1/0          5.85%
Marketable equity securities              36,855      47,238                              8,619      16,582
====================================================================================================================================
Total investment securities           $1,858,503  $1,885,429                         $1,539,251  $1,525,764
====================================================================================================================================




First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001






Consolidated Taxable Equivalent Rate/Volume Variance Analysis - First Quarter
                                                                                                                  Table 4
                                                     2001                          2000         Increase (decrease) due to:
                                                 Interest                      Interest
                                        Average    Income Yield       Average    Income Yield              Yield
(thousands)                             Balance   Expense /Rate       Balance   Expense /Rate     Volume   /Rate    Total
- --------------------------------------------------------------------------------------------------------------------------
                                                                                           
Assets:
Total loans                          $7,101,238  $151,489  8.64 %  $6,789,203  $138,653 8.20 %   $13,161  $2,260  $15,421
Investment securities:
  U. S. Government                    1,811,204    28,398  6.36     1,474,744    20,915 5.70       4,916   2,567    7,483
  State, county and municipal             5,210       112  8.72         3,615        75 8.34          33       4       37
  Other                                  37,987       512  5.47        18,919       122 2.59         189     201      390
- --------------------------------------------------------------------------------------------------------------------------
Total investment securities           1,854,401    29,022  6.35     1,497,278    21,112 5.67       5,138   2,772    7,910
Overnight investments                   660,859     9,023  5.54       380,558     4,990 5.27       3,725     308    4,033
==========================================================================================================================
Total interest-earning assets        $9,616,498  $189,534  7.99 %  $8,667,039  $164,755 7.63 %   $22,024  $5,340  $27,364
==========================================================================================================================

Liabilities:
Deposits:
  Checking with Interest             $1,096,526   $ 1,920  0.71 %  $1,065,212   $ 1,552 0.59 %      $ 48   $ 320    $ 368
  Savings                               601,946     1,985  1.34       654,292     2,529 1.55        (202)   (342)    (544)
  Money market accounts               1,643,742    16,958  4.18     1,495,715    14,436 3.88       1,417   1,105    2,522
  Time deposits                       4,329,409    64,633  6.05     3,602,133    46,283 5.17       9,909   8,441   18,350
- --------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits       7,671,623    85,496  4.52     6,817,352    64,800 3.82      11,172   9,524   20,696
Federal funds purchased                  74,151     1,003  5.49        33,672       471 5.63         555     (23)     532
Repurchase agreements                   189,556     1,997  4.27       139,543     1,495 4.31         526     (24)     502
Master notes                            325,452     3,961  4.94       306,817     3,518 4.61         202     241      443
Other short-term borrowings              54,885       815  6.02        60,226       947 6.32         (86)    (46)    (132)
Long-term obligations                   154,639     3,171  8.32       155,171     3,150 8.16         (26)     47       21
- --------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities   $8,470,306  $ 96,443  4.62 %  $7,512,781  $ 74,381 3.98 %   $12,343  $9,719  $22,062
- --------------------------------------------------------------------------------------------------------------------------
Interest rate spread                                       3.37 %                       3.65 %
- --------------------------------------------------------------------------------------------------------------------------
Net interest income and net yield on
  interest-earning assets                        $ 93,091  3.93 %              $ 90,374 4.19 %    $9,681 ($4,379)  $5,302
- --------------------------------------------------------------------------------------------------------------------------
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 a state
income tax rate of 6.9% for 2001 and 7% for 2000.



First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001





                                                                                                                     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                        $6,914,735    $433,463 8.37 %  $6,315,810    $377,772 7.99 %   $36,742   $18,949  $55,691
Investment securities:
U. S. Government                    1,549,675      69,192 5.96     1,990,566      84,663 5.69     (19,096)    3,625  (15,471)
State, county and municipal             4,057         258 8.49         2,921         165 7.55          68        25       93
Other                                  21,554         373 2.31        24,365         404 2.22         (47)       16      (31)
- -----------------------------------------------------------------------------------------------------------------------------
Total investment securities         1,575,286      69,823 5.92     2,017,852      85,232 5.65     (19,075)    3,666  (15,409)
Overnight investments                 377,120      17,738 6.28       308,759      11,326 4.90       2,866     3,546    6,412
- -----------------------------------------------------------------------------------------------------------------------------
Total interest-earning assets      $8,867,141    $521,024 7.85 %  $8,642,421    $474,330 7.33 %   $20,533   $26,161  $46,694
=============================================================================================================================

Liabilities
Deposits:
Checking with Interest             $1,063,527      $4,669 0.59 %  $1,073,106      $5,265 0.66 %      ($41)    ($555)   ($596)
Savings                               642,781       7,392 1.54       693,574       8,107 1.56        (601)     (114)    (715)
Money market accounts               1,463,926      46,039 4.20     1,330,206      34,052 3.42       3,829     8,158   11,987
Time deposits                       3,770,027     156,314 5.54     3,711,848     135,104 4.87       2,387    18,823   21,210
- -----------------------------------------------------------------------------------------------------------------------------
Total interest-bearing deposits     6,940,261     214,414 4.13     6,808,734     182,528 3.58       5,574    26,312   31,886
Federal funds purchased                36,113       1,674 6.19        55,147       1,970 4.78        (777)      481     (296)
Repurchase agreements                 163,181       5,923 4.85       112,865       3,065 3.63       1,597     1,261    2,858
Master notes                          303,394      11,859 5.22       320,233       9,649 4.03        (569)    2,779    2,210
Other short-term borrowings            56,413       2,728 6.46        57,497       2,280 5.30         (46)      494      448
Long-term obligations                 154,642       9,476 8.19       157,533       9,539 8.10        (172)      109      (63)
- -----------------------------------------------------------------------------------------------------------------------------
Total interest-bearing liabilities $7,654,004    $246,074 4.29 %  $7,512,009    $209,031 3.72 %    $5,607   $31,436  $37,043
=============================================================================================================================
Interest rate spread                                      3.56 %                         3.61 %
- -----------------------------------------------------------------------------------------------------------------------------
Net interest income and net yield
on interest-earning assets                       $274,950 4.14 %                $265,299 4.10 %   $14,926   ($5,275)  $9,651
- -----------------------------------------------------------------------------------------------------------------------------
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 $2,187 and $1,690 for 2000 and 1999, respectively.


First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001




 Summary of Loan Loss Experience and Risk Elements
                                                                                                          Table 5
                                                       2001                                     2000
                                                      First        Fourth        Third        Second        First
(thousands, except ratios)                          Quarter       Quarter      Quarter       Quarter      Quarter
- ------------------------------------------------------------------------------------------------------------------
                                                                                        
Reserve balance at beginning of period             $102,655      $101,565     $100,515       $99,590      $98,690
Provision for loan losses                             5,676         4,857        4,197         2,975        3,459
Net charge-offs:
Charge-offs                                          (5,273)       (5,232)      (3,989)       (3,395)      (3,290)
Recoveries                                              767         1,465          842         1,345          731
- ---------------------------------------------------------------------------------------------------------------------
Net charge-offs                                      (4,506)       (3,767)      (3,147)       (2,050)      (2,559)
=====================================================================================================================
Reserve balance at end of period                   $103,825      $102,655     $101,565      $100,515      $99,590
=====================================================================================================================
Historical Statistics
Balances
Average total loans                              $7,101,238    $7,077,991   $7,036,622    $6,917,041   $6,789,203
Total loans at period-end                         7,124,535     7,109,692    7,097,773     7,006,824    6,828,095
- ---------------------------------------------------------------------------------------------------------------------
Risk Elements
Nonaccrual loans                                    $12,830       $15,933      $13,918        $9,910      $10,546
Other real estate acquired through foreclosure        3,082         1,880        2,079         1,249        2,071
- ---------------------------------------------------------------------------------------------------------------------
Total nonperforming assets                          $15,912       $17,813      $15,997       $11,159      $12,617
- ---------------------------------------------------------------------------------------------------------------------
Accruing loans 90 days or more past due              $6,413        $6,731       $6,866        $6,051       $5,294
- ---------------------------------------------------------------------------------------------------------------------
Ratios
Net charge-offs (annualized) to average total loans    0.26  %       0.21  %      0.18  %       0.12  %      0.15  %
Reserve for loan losses to total loans at period-end   1.46          1.44         1.43          1.43         1.46
Nonperforming assets to total loans plus foreclosed
    real estate at period-end                          0.22          0.25         0.23          0.16         0.18
- ---------------------------------------------------------------------------------------------------------------------


First Citizens BancShares, Inc. and Subsidiaries
First Quarter 2001



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,  Virginia,  and West  Virginia.  Atlantic  States Bank  ("ASB")
operates offices in Georgia and Florida.

SUMMARY
          BancShares  realized  increased  earnings  during the first quarter of
     2001 compared to the first quarter of 2000.  Consolidated net income during
     the first  quarter of 2001 was $22.9  million,  compared  to $19.5  million
     earned during the corresponding period of 2000. Net income per share during
     the first quarter of 2001 totaled $2.17, compared to $1.84 during the first
     quarter of 2000.  Annualized  return on average assets was 0.86 percent for
     the first  quarter of 2001 and 0.81 percent for the first  quarter of 2000.
     The higher net income and net income per share  resulted  from improved net
     interest income and noninterest  income.  These improvements were partially
     offset by higher  noninterest  expense and provision for loan losses during
     the first quarter of 2001.
          During the first quarter of 2001, BancShares  recognized  nonrecurring
     after-tax securities gains of $3.3 million.  These gains were recognized as
     a result of business  combinations  involving companies in which BancShares
     had an equity  investment.  The  securities  received in  exchange  for the
     acquired  entities  are  valued at their  fair  values,  resulting  in gain
     recognition.  The securities gains  recognized  during the first quarter of
     2001 represented $0.31 per share. Adjusting for the nonrecurring gains, net
     income per share for the first quarter of 2001 was $1.86.  Adjusted  return
     on average  assets was 0.74  percent,  and the  adjusted  return on average
     equity was 9.68 percent.  There were no nonrecurring items during the first
     quarter of 2000.
          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 first three months of 2001 and 2000.

INTEREST-EARNING ASSETS
          At March 31, 2001,  interest-earning  assets totaled $9.87 billion, an
     increase  of $973.6  million  or 10.9  percent  from March 31,  2000.  This
     increase   results  from  growth  in  overnight   investments,   investment
     securities and the loan portfolio.
          Loans.  At March 31, 2001 and 2000,  gross loans totaled $7.12 billion
     and $6.83 billion,  respectively. As of December 31, 2000, gross loans were
     $7.11  billion.  The $296.4  million growth in loans from March 31, 2000 to
     March 31, 2001 results from growth within BancShares'  commercial and small
     business  loans.   This  growth  has  resulted  from  customer  demand  and
     BancShares' continued focus on these products during this period.
          During  the first  quarter  of 2001,  loan  demand  among  residential
     mortgage  loans has  surged due to  interest  rate  reductions.  As much of
     BancShares'  residential  mortgage loan production is immediately sold into
     the secondary  market,  this loan demand does not generate  growth in loans
     outstanding. When combined with more modest demand for other loan products,
     loans outstanding have been essentially unchanged from December 31, 2000 to
     March 31, 2001.
          During the first quarter of 2001,  loans averaged  $7.10  billion,  an
     increase of $312.0  million or 4.6 percent  from the  comparable  period of
     2000.  Demand among  commercial,  business,  and  EquityLine  customers and
     BancShare'ability to offer desirable products through accessible delivery
     networks  fueled  the  strong  growth in  loans.  Commercial  loans,  which
     averaged $2.62 billion during the first quarter of 2001,  increased  $118.6
     million or 4.7  percent  over the first  quarter of 2000.  Business  loans,
     which averaged  $830.2 million during the first quarter of 2001,  increased
     $153.4  million over the first quarter of 2000.  EquityLine  loans averaged
     $860.5  million  during the first three months of 2001,  compared to $765.1
     million  during the same  period in 2000.  This  represents  an increase of
     $95.3  million,  or 12.5  percent,  over the first three  months of 2000 as
     consumers  continue  to demand the  flexibility  offered by lines of credit
     secured by home equity.
          Management  anticipates modest growth among  commercial-purpose  loans
     during  2001.  Management  projects  retail loans will  experience  further
     run-off  during  2001 due to  reductions  in  automobile  loans  originated
     through  FCB's  sales  finance  network.  Growth  projections  are  largely
     dependent on interest rate  movements,  as further easing of interest rates
     will stimulate retail and commercial loan growth.
          Investment  securities.  At March 31,  2001 and 2000,  the  investment
     portfolio  totaled  $1.87  billion  and  $1.55  billion,  respectively.  At
     December 31, 2000, the investment  portfolio was $1.82 billion.  The $321.7
     million,  or 20.8 percent  increase in investment  securities  results from
     securities purchases made as a result of renewed deposit growth during late
     2000 and the first quarter of 2001. All  securities  that are classified as
     held-to-maturity  reflect  BancShares'  ability and positive intent to hold
     those  investments  until  maturity.   Available-for-sale   securities  are
     reported  at  their  aggregate  fair  value.   Table  3  presents  detailed
     information relating to the investment securities portfolio.
          Overnight  investments.  Overnight investments averaged $660.9 million
     during the first  quarter of 2001,  an increase  of $280.3  million or 73.7
     percent from the first  quarter of 2000.  This growth  resulted from strong
     deposit growth. Income on Interest-Earning Assets. Interest income amounted
     to $189.0 million during the first quarter of 2001, a 15.3 percent increase
     over the first quarter of 2000.  Growth among  interest-earning  assets and
     improved yields  contributed to higher interest income in the first quarter
     of 2001 when compared to the same period of 2000.
          The taxable-equivalent  yield on interest-earning assets for the first
     quarter  of  2001  was  7.99  percent,  compared  to 7.63  percent  for the
     corresponding period of 2000.
          Loan interest income for the first quarter of 2001 was $151.0 million,
     an increase of $13.1 million or 9.5 percent from the first quarter of 2000,
     the   combined   result  of  volume   growth  and  improved   yields.   The
     taxable-equivalent  yield on the loan portfolio was 8.64 percent during the
     first quarter of 2001,  compared to 8.20 percent  during the same period of
     2000. The higher loan yields resulted from market-driven rate movements and
     a lower percentage of the loan portfolio in lower-yielding loans.
          Income earned on the investment securities portfolio amounted to $29.0
     million  during the first quarter of 2001 and $21.1 million during the same
     period of 2000, an increase of $7.9 million or 37.5 percent.  This increase
     is the  result  of a $357.1  million  increase  in the  average  securities
     portfolio and a 68 basis point yield increase.  The increase in the average
     securities  portfolio  reflects  slower  growth in the loan  portfolio  and
     stronger  growth  among  deposit  liabilities.  The  investment  securities
     portfolio  taxable-equivalent  yield  increased  from 5.67  percent for the
     quarter  ended March 31, 2000,  to 6.35 percent for the quarter ended March
     31, 2001, the result of increased market rates.
          Interest income from overnight investments increased $4.0 million from
     the  first  quarter  of 2000 to the same  period of 2001,  an 80.1  percent
     increase. This large increase results from higher average invested balances
     and a 27 basis point yield improvement.
          As a result of  reductions  in interest  rates by the Federal  Reserve
     during 2001,  management  anticipates the rate of growth in interest income
     to soften somewhat  during the second and third quarters of 2001.  However,
     continued  asset  growth  should  allow net  interest  income to see modest
     growth in coming quarters.

INTEREST-BEARING LIABILITIES.
          At March 31, 2001 and 2000, interest-bearing liabilities totaled $8.73
     billion and $7.66  billion,  respectively,  compared to $8.38 billion as of
     December  31,  2000.  During the first  quarter  of 2001,  interest-bearing
     liabilities  averaged $8.47 billion,  an increase of $957.5 million or 12.7
     percent from the first quarter of 2000.  This increase  primarily  resulted
     from an increase in  interest-bearing  deposits.  Since March 31, 2000, the
     net impact of all deposit  assumptions and  divestitures was a net increase
     of $101.8  million.  Deposit  liabilities  assumed since  December 31, 2000
     total $50,493. No deposits have been divested during 2001.
          Deposits.  At March 31, 2001,  total deposits were $9.37  billion,  an
     increase of $1.07 billion or 12.9 percent over March 31, 2000.  Compared to
     the  December  31,  2000  balance of $8.97  billion,  total  deposits  have
     increased $393.5 million.
          Average interest-bearing  deposits were $7.67 billion during the first
     quarter of 2001 compared to $6.82 billion during the first quarter of 2000,
     an increase of $854.3 million, due primarily to growth among time deposits.
     Average time deposits  increased  $727.3  million from the first quarter of
     2000 to the first quarter of 2001.  Average money market  account  deposits
     increased  $148.0  million or 9.9 percent for the first  quarter of 2000 to
     the  same   period   of  2001.   Management   attributes   the   growth  in
     interest-bearing  deposits  from the  first  quarter  of 2000 to the  first
     quarter  of 2001 to  several  factors.  FCB and ASB have been  focusing  on
     deposit  gathering  and  retention  to fund the strong loan demand in their
     fast growing market areas.  While these efforts have been successful,  some
     of the deposit  growth has resulted  from  investors  seeking the safety of
     traditional  bank deposits in recent  quarters as equity  markets have been
     extraordinarily  volatile.  Although  it is unclear  how long the  economic
     uncertainty   will  continue  to  adversely   affect  the  equity  markets,
     BancShares  continues to provide attractive products at reasonable rates to
     attract and retain core deposit relationships. Time deposits of $100,000 or
     more averaged 10.04 percent of total  deposits  during the first quarter of
     2001, compared to 9.01 percent during the same period of 2000.
          Borrowed  Funds.  At March 31,  2001,  short-term  borrowings  totaled
     $668.2  million  compared to $632.4 million at December 31, 2000 and $587.1
     million at March 31, 2000.  For the quarters ended March 31, 2001 and 2000,
     short-term   borrowings   averaged   $644.0  million  and  $540.3  million,
     respectively.  The higher  average  short-term  borrowings is primarily the
     result  of  growth  among  repurchase  obligations,   which  resulted  from
     increased  customer  demand.  Additionally,  federal funds  purchased  were
     higher due to increased purchases of correspondent banks' excess liquidity.
          Expense on Interest-Bearing Liabilities.  BancShares' interest expense
     amounted to $96.4 million during the first quarter of 2001, a $22.1 million
     or 29.7  percent  increase  from the  first  quarter  of 2000.  The  higher
     interest  expense  was the result of higher  average  volume and a 64 basis
     point   increase  in  the  aggregate   blended  rate  on   interest-bearing
     liabilities.  The rate on these  liabilities  was 4.62  percent  during the
     first quarter of 2001, compared to 3.98 percent during the first quarter of
     2000.

NET INTEREST INCOME
          Net interest  income totaled $92.6 million during the first quarter of
     2001,  an  increase  of 3.3  percent  from the first  quarter of 2000.  The
     improvement in net interest income results from balance sheet growth.
          The impact of the growth  among  interest-earning  assets was  greater
     than the cost  resulting from the growth of  interest-bearing  liabilities.
     However, the unfavorable impact of changing interest rates partially offset
     the  benefit  of  volume  growth.  The   taxable-equivalent  net  yield  on
     interest-earning  assets was 3.93  percent  for the first  quarter of 2001,
     compared to the 4.19 percent  achieved for the first  quarter of 2000.  The
     taxable  equivalent  interest rate spread for the first quarter of 2001 was
     3.37 percent compared to 3.65 percent for the same period of 2000.
          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
     March  31,   2001,   BancShares'   market  risk  profile  has  not  changed
     significantly  from  December 31,  2000.  Changes in fair value that result
     from  movement  in market  rates can not be  predicted  with any  degree of
     certainty.  Therefore,  the impact that future changes in market rates will
     have on the fair values of financial instruments is uncertain.

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 March 31, 2001, the reserve for loan
     losses  amounted to $103.8  million or 1.46  percent of loans  outstanding.
     This compares to $102.7  million or 1.44 percent at December 31, 2000,  and
     $99.6 million or 1.46 percent at March 31, 2000.
          The provision for loan losses  charged to operations  during the first
     quarter of 2001 was $5.7 million, compared to $3.5 million during the first
     quarter of 2000. The increase in the provision was largely  attributable to
     an  increase  in  net  charge-offs   during  2001  compared  to  2000.  Net
     charge-offs for the three months ended March 31, 2001 totaled $4.5 million,
     compared to net charge-offs of $2.6 million during the same period of 2000.
     On an annualized  basis,  these net charge-offs  represent 0.26 percent and
     0.15 percent of average loans  outstanding  during the respective  periods.
     The $1.9 million increase in net charge-offs during 2001 primarily resulted
     from credit  losses  recorded  on three  commercial  customers.  Management
     remains  committed to maintaining  high levels of credit  quality.  Table 5
     provides details  concerning the reserve and provision for loan losses over
     the past five quarters.
          Nonperforming  assets.  At March 31, 2001,  BancShares'  nonperforming
     assets  amounted  to $15.9  million  or 0.22  percent  of gross  loans plus
     foreclosed properties,  compared to $17.8 million at December 31, 2000, and
     $12.6 million at March 31, 2000. Despite the volatility in recent quarters,
     management views these levels of  nonperforming  assets as further evidence
     of  strong  asset  quality.   Management   continues  to  closely   monitor
     nonperforming  assets,  taking  necessary  actions  to  minimize  potential
     exposure.
          Management  considers  the  established  reserve  adequate  to  absorb
     estimated  probable  losses that relate to loans  outstanding  at March 31,
     2001. 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.

NONINTEREST INCOME
          During the first three  months of 2001,  noninterest  income was $52.8
     million,  compared to $41.4  million  during the same  period of 2000.  The
     $11.5 million or 27.7 percent  increase was due to nonrecurring  securities
     transactions  and growth in service charges on deposit  accounts and credit
     card income.
          During the first quarter of 2001, BancShares  recognized  nonrecurring
     securities  gains of $5.5 million.  These gains were recognized as a result
     of business  combinations  involving  companies in which  BancShares had an
     equity investment.
          During  the first  three  months of 2001,  total  service  charges  on
     deposit  accounts  were $15.9  million,  compared to $14.1  million  earned
     during  the same  period  of 2000,  an  increase  of $1.9  million  or 13.3
     percent.  This  increase  resulted  from volume growth and higher bad check
     charges  adopted in late 2000.  BancShares  recorded  credit card income of
     $9.4  million  during the first  quarter of 2001,  compared to $7.8 million
     earned  during the same period of 2000.  The $1.6  million or 19.9  percent
     increase resulted from higher interchange income and merchant fee income.

NONINTEREST EXPENSE
          Noninterest  expense was $102.8  million for the first three months of
     2001, a 6.8 percent  increase  over the $96.3 million  recorded  during the
     same period of 2000. Much of the $6.5 million increase in total noninterest
     expense  relates  to  continued  franchise  expansion  and the  investments
     required to support that growth.  Salaries and wages increased $2.8 million
     during  2001 when  compared  to the same  period of 2000.  This 6.8 percent
     increase reflects the growth in employee  population  required to staff the
     new branch offices in Virginia, Florida, and Georgia.
          Occupancy  expense was $9.0 million  during the first  quarter of 2001
     and $8.2  million  during  the first  quarter  of 2000.  Higher  costs were
     recorded in depreciation on bank buildings and utilities. Equipment expense
     was $9.7 million for the first three months of 2001, a 5.6 percent increase
     over the $9.2 million  recorded during the same period of 2000. Much of the
     increase was the result of higher  depreciation on software and maintenance
     contracts. Other expenses increased $623,000 or 23.9 percent from the first
     quarter of 2000 to the first  quarter of 2001,  due to higher  credit  card
     processing expenses and non-credit charge-offs.

INCOME TAXES
          Income tax expense  amounted to $14.1 million  during the three months
     ended March 31, 2001,  compared to $11.7 million  during the same period of
     2000, a 20.2 percent  increase  resulting from higher pre-tax  income.  The
     effective  tax rates for these  periods were 38.1 percent and 37.5 percent,
     respectively.

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.  Loan growth
     during the first  quarter was funded by growth in deposits and by liquidity
     granted from  maturity of investment  securities.  Deposits are expected to
     display seasonal  patterns  through the remainder of 2001,  providing funds
     for projected loan growth.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY
          BancShares  maintains  an adequate  capital  position  and exceeds all
     minimum  regulatory capital  requirements.  At March 31, 2001 and 2000, the
     leverage  capital ratios of BancShares  were 7.97 percent and 8.14 percent,
     respectively, surpassing the minimum level of 3 percent. As a percentage of
     risk-adjusted assets,  BancShares' Tier 1 capital ratios were 10.43 percent
     at March 31, 2001 and 10.08  percent at March 31, 2000.  The minimum  ratio
     allowed  is 4 percent  of  risk-adjusted  assets.  The total  risk-adjusted
     capital ratios were 11.77 percent at March 31, 2001 and 11.37 percent as of
     March 31, 2000.  The minimum total  capital ratio is 8 percent.  BancShares
     and its subsidiary banks exceed the capital standards  established by their
     respective regulatory agencies.

ACCOUNTING MATTERS
          During  September  2000, the FASB issues SFAS No. 140  'Accounting for
     Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
     Liabilities'  ('SFAS No. 140'),  which  replaced SFAS No. 125. SFAS No. 140
     revises  the  standards  for  accounting  for   securitizations  and  other
     transfers  of  financial   assets  and  collateral  and  requires   certain
     disclosures.  SFAS No. 140 is  effective  for  transfers  and  servicing of
     financial assets and  Extinguishments of liabilities  occurring after March
     31, 2001.  SFAS 140 is effective  for  recognition  and  classification  of
     collateral and  disclosures  relating to  securitization  transactions  and
     collateral for fiscal years ending after December 15, 2000. SFAS No. 140 is
     not  expected  to  have  a  material  impact  on  BancShares'  consolidated
     financial statements.
          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  judgments  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.