SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K


                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





         Date of Report (Date of earliest event reported): October 27,2003

                        First Citizens BancShares, Inc.
                        -------------------------------
            (Exact name of registrant as specified in its charter)


       Delaware                    0-16471                    56-1528994
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(State or other jurisdiction  (Commission         (IRS Employer Identification
      of incorporation)        File Number)                   Number)


3128 Smoketree Court; Raleigh, North Carolina                    27604
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(Addreess of principal exectuive offices)                       (Zip Code)


Registrant's phone number including area code:        919-716-7000
                                                 ------------------------------
Item 7.       Financial Statements and Exhibits.

(c)      Exhibits.   The following exhibit is being filed with this Report:

Exhibit No.      Exhibit Description
- -----------      -------------------
    99           Copy of press release dated October 27, 2003



Item 9.  Regulation FD Disclosure (Being furnished under both Item 9 and
         Item 12).

     On October 27, 2003,  Registrant  announced its results of operations
for the quarter ended September 30, 2003. A copy of  Registrant's  press release
issued this date is attached as Exhibit 99 to this Report and is  incorporated
by reference into this Report.

                  Disclosures About Forward Looking Statements

The discussions included in this Report and its exhibits may contain forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995, including Section 21E of the Securities Exchange Act of 1934 and
Section 27A of the Securities Act of 1933. Such statements involve known and
unknown risks, uncertainties and other factors that may cause actual results to
differ materially. For the purposes of these discussions, any statements that
are not statements of historical fact may be deemed to be forward looking
statements. Such statements are often characterized by the use of qualifying
words such as "expects," "anticipates," "believes," "estimates," "plans,"
"projects," or other statements concerning opinions or judgments of the
Registrant and its management about future events. The accuracy of such forward
looking statements could be affected by such factors as, including but not
limited to, the financial success or changing conditions or strategies of the
Registrant's customers or vendors, fluctuations in interest rates, actions of
government regulators, the availability of capital and personnel or general
economic conditions.

                                   SIGNATURES

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


                                             First Citizens BancShares, Inc.
                                             -------------------------------
                                                    (Registrant)

Date:   October 27, 2003                         By: /S/Kenneth A. Black
                                                 ---------------------------
                                                  Kenneth A.Black
                                                  Vice President





For Immediate Release                        Contact:     Barbara Thompson
October 27, 2003                                             First Citizens Bank
                                                          (919) 716-2716



Corporate Communications Department-CTW11
PO Box 27131  Raleigh, NC 27611-7131

             FIRST CITIZENS REPORTS EARNINGS FOR THIRD QUARTER 2003

RALEIGH, N.C. - First Citizens BancShares Inc. (Nasdaq:  FCNCA) reports earnings
for the quarter  ending  Sept.  30,  2003,  of $20.3  million  compared to $23.8
million  for the  corresponding  period of 2002,  a reduction  of 14.7  percent,
according to Lewis R. Holding, chairman of the board.

Per share income for the third quarter 2003 totaled $1.94  compared to $2.27 for
the same period a year ago.  First  Citizens'  results  generated an  annualized
return on average assets of 0.66 percent for the third quarter of 2003, compared
to 0.80 percent for the same period of 2002.  The  annualized  return on average
equity was 8.03 percent  during the current  quarter,  compared to 10.09 percent
for the same period of 2002.

During  the third  quarter,  a  reduction  in net  interest  income  and  higher
noninterest   expenses  more  than  offset  the  favorable  impact  of  improved
noninterest  income and lower  income tax expense.  During the third  quarter of
2003,  net interest  income  decreased $5.3 million or 5.5 percent from the same
period of 2002. The reduction in net interest  income was due to the unfavorable
impact   of   lower   interest   rates   on    interest-earning    assets.   The
taxable-equivalent  yield on  interest-earning  assets fell 104 basis  points to
4.51 percent  during the third  quarter of 2003 when compared to the same period
of 2002,  while  the rate on total  interest-bearing  liabilities  fell 76 basis
points to 1.50 percent.  The  taxable-equivalent  net yield on  interest-earning
assets fell from 3.60 percent for the third  quarter of 2002 to 3.28 percent for
the third quarter of 2003.  Average  interest-earning  assets  increased  $401.9
million or 3.8  percent  during the third  quarter of 2003 when  compared to the
same period of 2002.

Noninterest  expense  increased  $10.3  million or 9.5 percent  during the third
quarter of 2003.  Salary  expense  increased  $3.8 million or 7.9 percent during
2003 due to the  continued  expansion of Atlantic  States  Bank's  franchise and
higher  incentive-based  compensation.  Employee benefit expense  increased $1.3
million or 12.2  percent  due to higher  pension  expense  and health  insurance
costs.  Equipment expense increased $2.0 million or 17.6 percent,  the result of
higher   depreciation   and  maintenance   costs  from   continuing   technology
investments.

Noninterest  income  increased  $7.6  million or 13.7  percent  during the third
quarter, the result of strong refinance activity. Mortgage income increased $2.5
million or 88.7 percent from the third quarter of 2002.  Cardholder and merchant
services income  increased $1.9 million or 14.5 percent due to favorable  volume
growth.  Income tax expense  during the third  quarter was $7.9 million for 2003
and $13.2  million for 2002.  The $5.3  million or 39.9  percent  reduction  was
primarily due to lower pre-tax income and adjustments to valuation  reserves for
deferred taxes.

The provision for loan losses increased  $761,000 or 13.6 percent from the third
quarter  of  2002 to the  same  period  of 2003  due to  higher  loss  estimates
following recent loan growth. Net charge-offs were $4.0 million during the third
quarter of 2003,  compared to $4.5  million  during the same period of 2002,  an
11.1 percent reduction.

For the nine month period ending Sept.  30, 2003,  net income was $59.4 million,
or $5.68 per share,  compared to $73.4 million, or $7.01 per share earned during
the same period of 2002.  Annualized net income for 2003 represents 0.65 percent
of average assets  compared to 0.83 percent for 2002.  The annualized  return on
average  equity was 8.02 percent for the first nine months of 2003,  compared to
10.72 percent for the same period of 2002.

Year-to-date net interest income for 2003 decreased $20.5 million or 7.1 percent
from the same  period of 2002.  During  2003,  the  unfavorable  impact of lower
interest  rates more than  offset the benefit of growth  among  interest-earning
assets. The  taxable-equivalent  net yield on interest-earning  assets fell from
3.70 percent to 3.32 percent during 2003.

Noninterest income increased $21.4 million or 12.9 percent during the first nine
months of 2003, the result of improved  cardholder and merchant  services income
and  mortgage   income.   Noninterest   income  also  included  a  $5.7  million
nonrecurring gain on the sale of branch offices.  Noninterest  expense increased
$24.9 million or 7.7 percent during the first nine months of 2003, the result of
higher personnel expenses as well as higher equipment and occupancy costs.

For the  nine-month  period  ending Sept.  30, the provision for loan losses was
$19.1 million and $19.4 million for 2003 and 2002,  respectively.  The reduction
in the provision for loan losses resulted from lower levels of net  charge-offs.
Net  charge-offs  were $13.9  million and $14.9  million  during the  respective
nine-month  periods,  a reduction  of $1.0  million or 6.8 percent  during 2003.
Year-to-date net charge-offs represent 0.24 percent of average loans outstanding
during 2003, compared to 0.27 percent for the same period of 2002.

As of Sept. 30, 2003,  First  Citizens had total assets of $12.4 billion.  First
Citizens Bank has 348 branches in North  Carolina,  Virginia and West  Virginia.
Atlantic States Bank and its western division IronStone Bank have 44 branches in
Georgia, Florida, Texas, Arizona and California. For more information, visit the
First Citizens Web site at firstcitizens.com.
                                       ###
This news  release may  contain  forward-looking  statements.  A  discussion  of
factors that could cause First  Citizens'  actual  results to differ  materially
from those  expressed in such  forward-looking  statements  is included in First
Citizens' filings with the SEC.





 CONDENSED STATEMENTS OF INCOME
                                                                 Three Months Ended September 30  Nine Months Ended September 30
(thousands, except share data; unaudited)                                2003            2002             2003             2002
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Interest income                                                     $ 124,887       $ 147,742        $ 385,134        $ 455,661
Interest expense                                                       34,573          52,127          116,236          166,306
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Net interest income                                                    90,314          95,615          268,898          289,355
Provision for loan losses                                               6,353           5,592           19,108           19,394
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Net interest income after provision for loan losses                    83,961          90,023          249,790          269,961
Noninterest income                                                     63,205          55,571          186,540          165,155
Noninterest expense                                                   118,947         108,614          346,204          321,335
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Income before income taxes                                             28,219          36,980           90,126          113,781
Income taxes                                                            7,922          13,190           30,763           40,366
====================================================================================================================================
Net income                                                           $ 20,297        $ 23,790         $ 59,363         $ 73,415
====================================================================================================================================
Taxable-equivalent net interest income                               $ 90,568        $ 95,932        $ 269,694        $ 290,388
====================================================================================================================================
Net income per share                                                   $ 1.94          $ 2.27           $ 5.68           $ 7.01
Cash dividends per share                                                0.275           0.250            0.825            0.750
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Profitability Information (annualized)
Return on average assets                                                 0.66 %          0.80 %           0.65 %           0.83 %
Return on average equity                                                 8.03           10.09             8.02            10.72
Taxable-equivalent net yield on interest-earning assets                  3.28            3.60             3.32             3.70
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 CONDENSED BALANCE SHEETS
                                                                                 September 30      December 31     September 30
(thousands, except share data; unaudited)                                                2003             2002             2002
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Cash and due from banks                                                             $ 790,166        $ 811,657        $ 801,450
Investment securities                                                               2,646,829        2,539,236        2,502,026
Loans                                                                               8,026,502        7,620,263        7,521,834
Reserve for loan losses                                                              (117,747)        (112,533)        (111,577)
Other assets                                                                        1,041,531        1,373,267        1,373,419
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 Total assets                                                                     $12,387,281      $12,231,890      $12,087,152
====================================================================================================================================
Deposits                                                                          $10,563,135      $10,439,620      $10,286,825
Other liabilities                                                                     807,718          824,979          850,456
Shareholders' equity                                                                1,016,428          967,291          949,871
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 Total liabilities and shareholders' equity                                       $12,387,281      $12,231,890      $12,087,152
====================================================================================================================================
Book value per share                                                                  $ 97.39          $ 92.36          $ 90.67
Tangible book value per share                                                           87.02            81.73            80.23
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 SELECTED AVERAGE BALANCES
                                                                 Three Months Ended September 30   Nine Months Ended September 30
(thousands, except shares outstanding; unaudited)                        2003            2002             2003             2002
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Total assets                                                      $12,287,273     $11,871,334      $12,177,404      $11,764,711
Investment securities                                               2,665,203       2,553,957        2,579,562        2,632,761
Loans                                                               7,946,501       7,450,271        7,801,418        7,324,359
Interest-earning assets                                            10,994,308      10,592,386       10,876,224       10,480,111
Deposits                                                           10,441,989      10,060,785       10,373,902        9,925,071
Interest-bearing liabilities                                        9,126,076       9,131,569        9,159,017        9,093,797
Shareholders' equity                                              $ 1,002,712       $ 935,735        $ 989,121        $ 915,387
Shares outstanding                                                 10,436,345      10,477,886       10,457,976       10,480,011
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 ASSET QUALITY
                                                                                     September 30      December 31     September 30
(dollars in thousands; unaudited)                                                        2003             2002             2002
                                                                                                             
Nonaccrual loans                                                                     $ 13,494         $ 15,521         $ 14,944
Other real estate                                                                       6,827            7,330           12,092
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Total nonperforming assets                                                           $ 20,321         $ 22,851         $ 27,036
====================================================================================================================================
Accruing loans 90 days or more past due                                              $ 11,840          $ 9,566          $ 8,928
Net charge-offs (year-to-date)                                                       $ 13,894           21,104         $ 14,904
Nonperforming assets to gross loans plus other real estate                               0.25 %           0.30 %           0.36 %
Reserve for loan losses to gross loans                                                   1.47             1.48             1.48
Net charge-offs to average total loans (annualized, year-to-date)                        0.24             0.29             0.27
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 CAPITAL INFORMATION
                                                                                     September 30      December 31     September 30
(dollars in thousands; unaudited)                                                        2003             2002             2002
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Tier 1 capital                                                                    $ 1,147,124      $ 1,096,537      $ 1,084,714
Total capital                                                                       1,262,501        1,204,142        1,191,150
Risk-weighted assets                                                                8,618,154        8,123,321        8,086,739
Tier 1 capital ratio                                                                    13.31 %          13.50 %          13.41 %
Total capital ratio                                                                     14.65            14.82            14.73
Leverage capital ratio                                                                   9.42             9.17             9.22
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2002 data has been  restated to reflect the  adoption of  Statement of Financial
Accounting  Standards No. 147,  which was adopted  during the fourth  quarter of
2002 with a retroactive effective date of January 1, 2002.