SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. N/A )

Filed by the registrant |X|
Filed by a party other than the registrant |_|
Check the appropriate box: |_| Confidential, for Use of |_| Preliminary proxy
statement the Commission Only (as |X| Definitive proxy statement permitted
by Rule 14a-6(e)(2) |_| Definitive additional materials |_| Soliciting
material pursuant to Rule 14a-11(c) or Rule 14a-12

FIRST CITIZENS CORPORATION
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than Registrant)

Payment of filing fee (Check the appropriate box):
|X| No fee required
|_| Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.

(1)Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transactions applies:

(3)Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4)Proposed maximum aggregate value of transaction:

(5)Total fee paid:

|_| Fee paid previously with preliminary materials.

|_| Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or
schedule and the date of its filing.

(1)Amount previously paid:

(2) Form, Schedule or Registration Statement no.:

(3) Filing Party:

(4)Date Filed:

[FIRST CITIZENS CORPORATION LOGO]

July 9, 1997

To Our Stockholders:

We are pleased to invite you to attend the Annual Meeting of
Stockholders of First Citizens Corporation, to be held at the Peachtree
Executive Conference Center, 2443 Highway 54 West, Peachtree City, Georgia, on
Wednesday, July 30, 1997 at 2:00 p.m. Eastern Time.

The attached Notice of Annual Meeting of Stockholders and Proxy
Statement describe the formal business to be transacted at the meeting. During
the meeting, we will also report on the operations of the Corporation. Directors
and officers of the Corporation, as well as a representative from the
Corporation's independent accounting firm, Mauldin & Jenkins, LLC, will be
present to respond to appropriate questions of stockholders.

YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU
OWN. On behalf of the Board of Directors, we urge you to sign, date and return
the enclosed proxy card in the enclosed postage-paid envelope as soon as
possible even if you currently plan to attend the annual meeting. This will not
prevent you from voting in person, but will assure that your vote is counted if
you are unable to attend the meeting.

Your continued interest and support of First Citizens Corporation are
sincerely appreciated.

Sincerely,

/s/ Tom Moat
Tom Moat
President

FIRST CITIZENS CORPORATION
19 JEFFERSON STREET
P. O. BOX 400
NEWNAN, GEORGIA 30264
(770) 253-5017

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 30, 1997

The Annual Meeting of Stockholders (the "Meeting") of First Citizens
Corporation will be held at the Peachtree Executive Conference Center, 2443
Highway 54 West, Peachtree City, Georgia, on July 30, 1997, at 2:00 p.m. Eastern
Time.

The Meeting is for the following purposes, all of which are more
completely described in the accompanying Proxy Statement:

1. The election of two directors for three-year terms;

2. The approval of the First Citizens Corporation
Employee Stock Purchase Plan; and

3. Such other matters as may properly come before the
Meeting or any adjournments thereof.

NOTE: The Board of Directors is not aware of any other
business to come before the Meeting.

Any action may be taken on any one of the foregoing proposals at the
Meeting or any adjournment thereof. Stockholders of record at the close of
business on June 30, 1997 are the stockholders entitled to notice of and to vote
at the Meeting and any adjournments thereof.

You are requested to complete and sign the enclosed form of proxy which
is solicited by the Board of Directors and to mail it promptly in the enclosed
envelope. The proxy will not be used if you attend the Meeting and vote in
person.

BY ORDER OF THE BOARD OF DIRECTORS

/s/ Douglas J. Hertha
Douglas J. Hertha
Secretary

Newnan, Georgia
July 9, 1997

IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE YOUR COMPANY
THE EXPENSE OF FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A
QUORUM. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.

PROXY STATEMENT
OF FIRST CITIZENS CORPORATION
19 JEFFERSON STREET
P. O. BOX 400
NEWNAN, GEORGIA 30264
(770) 253-5017

ANNUAL MEETING OF STOCKHOLDERS
JULY 30, 1997

This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of First Citizens Corporation (the
"Corporation") to be used at the 1997 Annual Meeting of Stockholders of the
Corporation (the "Meeting") which will be held at the Peachtree Executive
Conference Center, 2443 Highway 54 West, Peachtree City, Georgia, on July 30,
1997, at 2:00 p.m., Eastern Time. The accompanying Notice of Annual Meeting of
Stockholders and this Proxy Statement are first being mailed to stockholders on
or about July 9, 1997.

REVOCATION OF PROXIES

Stockholders who execute proxies retain the right to revoke them at any
time. Unless revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Corporation at 19 Jefferson Street, P. O. Box
400, Newnan, Georgia 30264 or by filing a later dated proxy prior to a vote
being taken on a particular proposal at the Meeting. A proxy will not be voted
if a stockholder attends the Meeting and votes in person. Proxies solicited by
the Board of Directors of the Corporation will be voted in accordance with the
directions given therein. Where no instructions are indicated, proxies will be
voted FOR election of the nominees as directors, FOR approval of the First
Citizens Corporation Employee Stock Purchase Plan (the "Plan"), and in
accordance with the best judgement of the proxy holders as to any other matters
that may properly come before the Meeting.

VOTING AT THE ANNUAL MEETING

Stockholders of record as of the close of business on June 30, 1997 are
entitled to one vote for each share then held. At June 30, 1997, the Corporation
had 1,833,005 shares of common stock ("Common Stock") issued and outstanding and
held of record by approximately 750 stockholders. A quorum will be present if a
majority of the votes entitled to be cast are present in person or by valid
proxy. Abstentions and broker "non-votes," which occur when a broker submits a
proxy card without exercising discretionary voting authority on a non-routine
matter, will be counted for the purpose of determining the presence or absence
of a quorum.

Directors are elected by a plurality of the votes cast by the shares
entitled to be voted in an election. If authority to vote for one or more
director nominees is withheld by a stockholder represented by proxy, no vote
will be cast and the outcome of the election will not be affected.

Broker non-votes do not exist in an election of directors and, accordingly, will
not affect the outcome of the election.

Because the Corporation intends to take advantage of federal securities
regulations applicable to employee benefit plans approved by stockholders, Rule
16b-3(c)(2) promulgated under the Securities Exchange Act of 1934, as amended
(the "1934 Act") requires that the Plan be approved by a majority of the shares
represented and entitled to vote at the Meeting. Accordingly, an abstention will
have the same legal effect as a vote against approval of the Plan. In contrast,
broker non-votes will have no effect on approval of the Plan.

All other proposals which may be considered and acted upon by the
stockholders at the Meeting require that the number of shares voted in favor of
the proposal exceed the number of shares voted against the proposal. Only those
shares actually voted will be counted for the purpose of determining whether a
proposal is approved by the shareholders. Abstentions and broker non-votes are
treated as true abstentions under Georgia law and not as negative votes.
Accordingly, abstentions and broker non-votes will have no effect on the outcome
of the vote on other proposals.

PRINCIPAL HOLDERS OF COMMON STOCK

The following table sets forth, as of June 30, 1997, the shares of
Common Stock beneficially owned by 5% stockholders, all executive officers and
directors as a group, and by all executive officers, directors and 5%
stockholders of the Corporation as a group. Individual beneficial ownership of
shares by the Corporation's directors is set forth under "Proposal 1 -- Election
of Directors." Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports with the 1934 Act.

Name and Address Amount and Nature of Percent of Shares of
of Beneficial Owner Beneficial Ownership(1) Common Stock Outstanding

Donald A. Barnette 174,189 9.50%
Building K
Atlanta State Farmers Market
Forest Park, GA 30051

J. L. Glover, Jr. 111,730 6.04%
10 Brown Street
Newnan, GA 30263

Ellis A. Mansour 104,525 5.62%
6 East Court Square
Newnan, Georgia 30263

Name and Address Amount and Nature of Percent of Shares of
of Beneficial Owner Beneficial Ownership(1) Common Stock Outstanding

All Executive Officers and 471,003 (2)(3) 24.27%
Directors as Group (7 persons)

Dennis H. McDowell 134,695 (4) 7.35%
P. O. Box 858
Carrollton, GA 30117

All Executive Officers, 605,698 31.20%
Directors and 5% Stockholders
as a Group (8 persons)

- --------------------
(1) Includes certain shares owned by spouses, or as custodian or trustee
for minor children, over which shares officers and directors exercise
sole or shared voting and investment power, unless otherwise indicated.

(2) Includes options for 64,000 shares of the Corporation's stock
exercisable within 60 days as of June 30, 1997 under the Corporation's
1986 Stock Option Plan.

(3) Includes options for 44,050 shares of the Corporation's stock
exercisable within 60 days of June 30, 1997 under the Corporation's
1992 Nonqualified Stock Option Plan for Outside
Directors.

(4) Based on records maintained by the Corporation and information from a
Schedule 13D filed by Mr. McDowell on November 15, 1991. There have
been no amended filings received by the Corporation. Accordingly to the
Schedule 13D, Mr. McDowell exercises sole voting and investment
authority over these shares.

PROPOSAL 1 -- ELECTION OF DIRECTORS

The Corporation's Board of Directors is composed of five members. The
Corporation's Bylaws provide that directors will be elected for three-year
staggered terms with approximately one-third of the directors standing for
election each year. The Board of Directors has nominated for election as
directors Ellis A. Mansour and Don A. Barnette, each of whom is a current member
of the Board.

Unless otherwise specified on the proxy, it is intended that the
persons named in the proxies solicited by the Board of Directors will vote for
the nominees named in the following table. If any nominee is unable to serve,
the shares represented by all valid proxies will be voted for the election

of such substitute(s) as the Board of Directors may recommend. At this time, the
Board knows no reason why any nominee would be unable to serve.

The following table sets forth certain information regarding each
nominee and each Director continuing in office.

BOARD NOMINEES

Shares of
Common Stock
Year First Beneficially Percent
Elected or Term to Owned at of
Name Age(1) Principal Occupation(2) Appointed Expire June 30, 1997(3) Class
- ---- ------ ----------------------- --------- ------ ------------- ------

Ellis A. Mansour 58 President, Treasurer and 1996 2000 104,525 5.62%
majority stockholder of
Brothers Limited, a retail
apparel store in Newnan,
GA

Don A. Barnette 42 Owner, Market Grocery 1997 2000 174,189 9.50%
Company, a Clayton
County, GA supplier of
wholesale grocery items
to restaurants and
convenience stores

DIRECTORS CONTINUING IN OFFICE

J. L. Glover, Jr. 54 Chairman of the Board of 1996 1999 111,730 6.04%
the Corporation;
Chairman of the Board,
First Citizens Bank,
Newnan; President,
Glover & Davis, P.A. in
Newnan, GA, attorneys

Thomas J. Moat(4) 49 President and Chief 1996 1998 56,060 2.98%
Executive Officer of the
Corporation; President
and Chief Executive
Officer of First Citizens
Bank, Newnan

Thomas B. 59 President, Chandler and 1996 1998 6,250 0.34%
Chandler Waldrop, Newnan, GA,
real estate developers

(1) At March 31, 1997.

(2) Nominees and directors have held these positions (other than those with
the Corporations) for at least the past five years.

(3) In accordance with Rule 13d-3 under the 1934 Act, a person is deemed to be
the beneficial owner of shares of the Common Stock if he or she has sole
or shared voting or investment power with respect to such shares, or has a
right to acquire beneficial ownership at any time within 60 days from June
30, 1997. The table includes shares owned by spouses, other immediate
family members, in trust, and in other forms of ownership over which the
persons named in the table possess sole or shared voting and investment
power. None of the directors has exercised his right to disclaim
beneficial ownership over shares in which he possesses a beneficial
interest.

(4) Denotes executive officer of the Corporation. In addition, (a) Douglas J.
Hertha, age 38 at March 31, 1997, serves as a Vice President and as
Secretary of the Corporation and was first elected in 1996 and (b) Charles
M. Barnes, age 50 at March 31, 1997, serves as a Vice President of the
Corporation and was first elected in 1997. Mr. Barnes has served as
President of Tara State Bank (acquired by the Corporation in 1997) since
March, 1993, and he also served in various executive positions with First
Bank of Georgia from 1990 to March, 1993.

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

After the formation of the Corporation in August, 1996, the Board of
Directors held ten meetings during the fiscal year ended March 31, 1997. No
director attended fewer than 75% of the Board meetings which were held during
the time that they served as directors.

The Board of Directors of the Corporation does not have standing Audit
or Compensation Committees. All non-employee directors serve as the Audit and
Compensation Committees. The subsidiary banks have standing Audit and
Compensation Committees as well as a number of other committees which meet
periodically to consider business not requiring the consideration of the entire
Board. The entire Board of Directors serves as a Nominating Committee.

The directors of the Corporation are not compensated for their service
as directors of the Corporation. Each, however, also serves as a director of one
of the Corporation's subsidiary banks, and the subsidiary banks pay their
non-employee directors $500 per month for their service as directors and $300
per quarter for their service on bank committees.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following information is furnished for Corporation's executive
officers who earned over $100,000 in salary and bonus during the fiscal year
ended March 31, 1997.

===================================================================================================================================
SUMMARY COMPENSATION TABLE
- -----------------------------------------------------------------------------------------------------------------------------------
Long-Term
Annual Compensation Compensation
----------------------
Awards
- -----------------------------------------------------------------------------------------------------------------------------------
Name and Other Annual All Other
Principal Salary Bonus Compensation Options Compensation
Position Year $ $ ($)(1) (#) ($)(2)
- -----------------------------------------------------------------------------------------------------------------------------------

Thomas J. 1997 $156,000 $49,723 $-- -- $2,490
Moat, 1996 $126,376 $25,101 $-- 15,000 $3,198
President and 1995 $110,346 $10,262 $-- -- $4,051
Chief
Executive
Officer
- -----------------------------------------------------------------------------------------------------------------------------------
Charles M. 1997 $125,400 $12,000 $-- -- $5,740
Barnes, Vice 1996 $125,400 $5,202 $-- -- $570
President(3) 1995 $125,400 -- $-- -- $120

===================================================================================================================================

(1) Does not include perquisites which did not exceed the lesser of $50,000 or
10% of salary and bonus.
(2) Represents premiums paid by the Corporation on a disability insurance
policy and contributions made to the Corporation's 401(k) plan.
(3) Also president of Tara State Bank which was acquired by the Corporation in
1997.

OPTION EXERCISES AND HOLDINGS

The following table sets forth information concerning the number of
stock options held by the named executive officers. No stock options were
exercised by such officers during the fiscal year ended March 31, 1997.

================================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL-YEAR END OPTION VALUES
- --------------------------------------------------------------------------------------------------------------------------------
Value of
Unexercised
In-the-Money
Number of Options at
Shares Acquired Value Unexercised FY-End ($)(1)
on Exercise Realized Options at Exercisable/
Name (#) ($) FY-End(#) Unexercisable
- --------------------------------------------------------------------------------------------------------------------------------

Thomas J. Moat -- -- 48,000/-0- $761,040/-0-
================================================================================================================================

(1) Assuming market price per share of $25.375 at March 31, 1997.

EMPLOYMENT AGREEMENT

As of April 9, 1997, the Corporation, Tara State Bank (acquired by the
Corporation in 1997) and First Citizens Bank of Fayette County (acquired by the
Corporation in 1996) entered into an employment agreement with Charles M. Barnes
with respect to Mr. Barnes' continued service as President and Chief Executive
Officer of Tara State Bank and his new positions as President and Chief
Executive Officer of First Citizens Bank of Fayette County and as Vice President
of the Corporation. The agreement has a three-year term which is automatically
extended for successive one-year periods at the end of each calendar year unless
90 days' prior notice is given by any of the parties. During the term of the
agreement, the Corporation and the two subsidiary banks have agreed to provide
Mr. Barnes with (a) an annual base salary of $135,000, (b) the benefits under
the executive salary continuation plan originally entered into by Mr. Barnes and
Tara State Bank as of August 7, 1995, (c) an automobile allowance in the amount
of $500 per month, (d) participation in such bonus, incentive and other
executive compensation program as are made available to senior management of the
Corporation from time to time, and (e) relocation expenses of up to $30,000. If
the employment agreement is terminated prior to the end of its term, the
Corporation may be required to provide Mr. Barnes with continued compensation
and certain benefits for a one- to two-year period depending on the
circumstances. If termination is effected (i) by Mr. Barnes within six months of
a change in control or for cause, then the Corporation will continue to provide
compensation and certain benefits to Mr. Barnes for a period of one year
following termination, or (ii) by the Corporation without cause, then the
Corporation will continue to provide compensation and certain benefits to Mr.
Barnes for a period of two years following the termination. If termination is
effected for any other reason, the Corporation will be required to pay Mr.
Barnes his earned but unpaid salary through the date of termination. If Mr.
Barnes' employment is terminated prior to the expiration of the agreement (i)
other than by Mr. Barnes for cause, he will be subject to covenants regarding
non-competition and non-solicitation of employees for a period of two years, or
(ii) by Mr. Barnes for cause or as a result of a change in control, he will be
subject to a non- solicitation of customers covenant for a period of two years.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

To the Corporation's knowledge, based solely on a review of copies of
Reports of Beneficial Ownership and Changes in Beneficial Ownership furnished to
it and representations that no other reports were required, its directors,
executive officers and greater than 10% stockholders complied with all
applicable Section 16(a) filing requirements during the fiscal year ended March
31, 1997.

TRANSACTIONS WITH THE CORPORATION

The Corporation's directors and officers and certain business
organizations and individuals associated with them have been customers of and
have had banking transactions with the Corporation's subsidiary banks and are
expected to continue such relationships in the future. Pursuant to such banking
transactions, from time to time these individuals and organizations have
borrowed funds from the Corporation's subsidiary banks for various business and
personal reasons. These extensions of credit were approved by the Board of
Directors, were made in the ordinary course of business and on substantially the
same terms, including interest rates and collateral, as those of comparable
transactions with unrelated parties prevailing at the time and do not involve
more than the normal risk of collectibility or present other unfavorable
features.

J. L. Glover, Jr., Chairman of the Board and a director of the
Corporation, is an attorney and President of the law firm of Glover & Davis,
P.A., which serves as legal counsel for the Corporation and its subsidiaries.
The firm furnishes title opinions on parcels of land and related improvements in
Coweta County and adjacent counties which collateralize certain loans granted by
the Corporation's subsidiaries. The Corporation accepts title opinions on
properties located in Coweta County from all local practicing attorneys provided
they furnish the Corporation with evidence of a $1 million lawyers' title
insurance errors and omissions policy or in lieu of such coverage, furnish the
Corporation with a title policy for each title opinion. Title examination fees
are paid by the Corporation from the loan proceeds payable to the borrower or
paid directly by the borrower. The fee charged for this opinion is negotiable
between the borrower and his attorney. Fees paid by the Corporation to Glover &
Davis, P.A. for all services rendered by Glover & Davis, P.A. to the corporation
are comparable to those paid by the Corporation in similar transactions with
nonaffiliates.

PROPOSAL 2 -- ADOPTION OF EMPLOYEE
STOCK PURCHASE PLAN

INTRODUCTION

The Board of Directors of the Corporation as well as First Citizens
Bank, First Citizens Bank of Fayette County and Tara State Bank (to be known as
First Citizens Bank of Clayton

County) adopted the First Citizens Corporation Employee Stock Purchase Plan (the
"Plan") on June 24, 1997, as hereinafter described and included as Appendix A
hereto. The Plan is intended to comply with Section 423 of the Internal Revenue
Code (the "Code"). Under the terms of the Plan, eligible employees of the
Corporation and adopting affiliates may be granted rights to purchase, in the
aggregate, a maximum of 25,000 shares of Common Stock.
Stockholder approval of the Plan is required under the Code.

The purpose of the Plan is to enable eligible employees of the
Corporation and adopting affiliates to purchase Common Stock on advantageous
terms and thereby allow such employees to acquire a proprietary interest in the
Corporation to align further their interests with those of the Corporation's
stockholders. Accordingly, the Board of Directors has unanimously approved and
recommends that stockholders vote FOR approval of the Plan.

The following description of the Plan is qualified in its entirety by
reference to the applicable provisions of the plan document.

DESCRIPTION OF THE PLAN

The Plan is administered by the Corporation.

The Plan generally operates on a payroll period basis. Eligible
employees desiring to participate must elect to do so prior to the commencement
of a payroll period. Each participant may elect to contribute at least 1% and up
to 10% of his or her compensation, including bonuses. Payment is made through
payroll deductions.

Any employee of the Corporation or any adopting affiliate who is
customarily employed for 20 hours or more per week and for more than five months
during a calendar year may elect to purchase Common Stock through participation
in the Plan. However, no eligible employee will be granted a right to purchase
stock under the Plan or any other employee stock purchase plan maintained by the
Corporation or any of its subsidiaries (i) if that employee would then own
stock, or hold options or rights to stock of the Corporation or any subsidiary,
or (ii) which would permit that participant's rights to purchase shares of stock
under the Plan to accrue at a rate in excess of $25,000 in fair market value of
the shares (determined when the right to purchase is granted) for each calendar
year in which the right to purchase is at any time outstanding. As of June 30,
1997, approximately 135 employees would be eligible to receive rights to
purchase Common Stock under the Plan were the Plan effective as of that date.

The Plan operates as follows. On the first day of each calendar year, a
participant is granted a right to purchase a fixed maximum number of whole
shares of Common Stock that can be purchased for that calendar year. The maximum
number is determined by dividing $25,000 by the fair market value of a share of
Common Stock as of the date the right is granted. Such maximum number of shares
is subject to adjustment in the event of the recapitalization of the

Corporation or if the number of shares of Common Stock so purchasable for the
calendar year by all participants would exceed the number of shares then
available under the Plan.

At the end of each payroll period during a calendar year, accumulated
payroll deductions are used to purchase shares of Common Stock at 90% of its
fair market value as of the first day or the last day of the payroll period,
whichever is lower. On June 30, 1997, the closing sale price per share of the
Corporation's Common Stock on the Nasdaq National Market was $26.38.

A participant who commences participation in the Plan will be deemed to
have elected to continue participation for all subsequent payroll periods until
the participant files a timely written notice to withdraw from the Plan prior to
the first day of a payroll period. A participant may change the rate of payroll
deductions under the Plan effective only as of the next payroll period. A
participant who terminates employment for any reason will be deemed to have
withdrawn from the Plan as of such date. Upon withdrawal from the Plan prior to
the last day of a payroll period, the participant or the participant's
beneficiary will receive a refund of any cash amount credited to his or her
account under the Plan. An eligible employee who withdraws from the Plan may
resume participation only as of the beginning of any subsequent payroll period.

Any right granted under the Plan is not transferable during the
participant's lifetime. A certificate covering the whole number of shares of
Common Stock purchased on behalf of a participant will be issued, and cash in
lieu of any fractional shares so purchased will be paid, to the participant as
soon as practicable after the participant terminates employment and at such
other times as the Corporation may designate. Shares of Common Stock delivered
to a participant will be registered in the participant's name (or in the name of
the participant and one other designated person as joint tenants with rights of
survivorship). Before a right is exercised, the participant has no interest
whatsoever in the shares covered by his or her right.

The Board of Directors may amend or discontinue the Plan at any time.
No amendment that would require the sale of more than the number of shares
authorized for issuance under the Plan will be effective without the approval of
the Corporation's stockholders and stockholder approval must also be obtained
for any amendment necessary under the Code or Rule 16b-3.

The Plan is scheduled to become effective on September 1, 1997, but in
any event, will become effective during the fiscal year ending March 31, 1998 on
a date determined by the Corporation following stockholder approval.

FEDERAL INCOME TAX CONSEQUENCES

The amount of participant's compensation contributed to the Plan
through payroll deductions is taxable income to the participant and deductible
by the Corporation.

A participant will not recognize income either at the time the right is
granted or at the time it is exercised. A participant will be taxed only when he
or she disposes of the Common Stock. Unless the disposition occurs by reason of
the participant's death, the tax consequences will depend upon the length of
time the participant has held the Common Stock.

If the participant does not dispose of share of Common Stock until
after the expiration of two years from the purchase date (the "Holding Period"),
he or she may recognize ordinary income in the amount equal to the lesser of (i)
10% of the fair market value of the share of Common Stock on the purchase date
or (ii) the amount by which the fair market value of the shares of Common Stock
at the time they are sold exceeds the price paid under the option for the
shares. Any gain realized in excess of that amount will be taxed as capital
gain. If the shares of Common Stock are sold for less than the amount paid by
the participant, no ordinary income will be recognized, and the loss will be
treated as capital loss.

If the shares of Common Stock are disposed of before the expiration of
the Holding Period, the participant must recognize ordinary income in the amount
equal to the difference between the option price and the sale proceeds. Any loss
realized on the disposition or shares will be a capital loss measured after the
basis of the shares of Common Stock is increased by the amount or ordinary
income, if any, recognized on the disposition.

Some taxpayers may be subject to the alternative minimum tax in the
year of an option exercise under the Plan as a result of the otherwise favorable
tax treatment which may apply.

If the participant holds the Common Stock for the Holding Period, the
Corporation will not be entitled to any deduction when it is sold. However, if
the participant sells shares of Common Stock before the expiration of the
Holding Period, the Corporation will be entitled to deduct the amount which the
participant is required to recognize as ordinary income.

If a participant dies while owning share of Common Stock, the
participant's estate will be subject to the Holding Period requirements.

VOTE REQUIRED

Approval of the Plan requires the affirmative vote of the holders of at
least a majority of the outstanding shares of Common Stock of the Corporation
present, or represented and entitled to vote, at the Meeting.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE
IN FAVOR OF THE ADOPTION OF THE PLAN

ACCOUNTING MATTERS

Mauldin & Jenkins, LLC, certified public accountants, audited the
financial statements of the Corporation and provided various other services to
the Corporation for the fiscal year ended March 31, 1997. A representative of
Mauldin & Jenkins, LLC is expected to be present at the Meeting to respond to
any appropriate questions and to make a statement if the representative desires
to do so.

STOCKHOLDER PROPOSALS

In order to be eligible for inclusion in the Corporation's proxy
materials for next year's Annual Meeting of Stockholders, any stockholder
proposal must be addressed to the Secretary of the Corporation and received at
the Corporation's main offices at 19 Jefferson Street, P. O. Box 400, Newnan,
Georgia 30264 no later than March 9, 1998. Any such proposal will be subject to
the requirements of the proxy solicitation rules adopted under the 1934 Act.

MISCELLANEOUS

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. If, however,
any other matters should properly come before the Meeting, votes will be cast
pursuant to the proxies in accordance with the best judgment of the person or
persons voting the proxies, including on matters relating to the conduct of the
Meeting.

The cost of solicitation of proxies will be borne by the Corporation.
The Corporation will reimburse brokerage firms and other custodians, nominees
and fiduciaries for reasonable expenses incurred by them in sending proxy
material to the beneficial owners of Common Stock. In addition to solicitations
by mail, directors, officers and regular employees of the Corporation and its
subsidiaries may solicit proxies personally or by telephone without additional
compensation.

The Corporation's Annual Report to Stockholders, including financial
statements, is being mailed to all stockholders of record as of the close of
business on June 30, 1997. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Secretary of the Corporation.
Such Annual Report is not to be treated as part of the proxy solicitation
materials nor as having been incorporated herein by reference.

A COPY OF THE CORPORATION'S FORM 10-KSB AS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE
RECORD DATE UPON WRITTEN REQUEST TO THE SECRETARY, FIRST CITIZENS CORPORATION,
19 JEFFERSON STREET, P. O. BOX 400, NEWNAN, GEORGIA 30264.

APPENDIX A

FIRST CITIZENS CORPORATION
EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE. The purpose of the First Citizens Corporation Employee
Stock Purchase Plan (the "Plan") is to provide employees of First Citizens
Corporation (the "Company") and its subsidiary corporations ("Subsidiaries")
within the meaning of Section 424(f) of the Internal Revenue Code of 1986, as
amended (the "Code"), with an opportunity to be compensated through the benefits
of stock ownership and to acquire an interest in the Company through the
purchase of common stock, $1.00 par value per share, of the Company ("Common
Stock"). The Company intends the Plan to qualify as an employee stock purchase
plan under Code Section 423. Accordingly, the provisions of the Plan shall be
construed so as to extend and limit participation in a manner consistent with
the requirements of Code Section 423.

2. DEFINITIONS.

(a) "Compensation" means the base pay, commissions and bonus
amount paid to an Employee by a Plan Sponsor with respect to an
Offering Period (defined below). Bonuses and commissions shall be
treated as Compensation, if at all, pursuant to such rules as may be
determined from time to time by the Company.

(b) "Employee" means any person, including an officer, who is
customarily employed for more than 20 hours per week and for more than
five months during any calendar year, and is having payroll taxes
withheld from Compensation on a regular basis by a Plan Sponsor.

3. ELIGIBILITY.

(a) Any Employee who has been employed for more than thirty
consecutive days before the Beginning Date (defined below) in an
Offering Period shall be eligible to participate in the Plan for that
Offering Period.

(b) No Employee shall be granted an option if, immediately
after the grant that Employee would own shares, or hold outstanding
options to purchase shares, or both, possessing five percent (5%) or
more of the total combined voting power or value of all classes of
shares of the Company or any Subsidiaries.

(i) the date of a withdrawal under Paragraph
10(a) or (b) below; or

(ii) the date of a termination of employment from the
Company and all Subsidiaries, for any reason, before the last
day of the Offering Period then in effect.

4. OFFERING PERIOD. Offering Period shall mean payroll periods
beginning with the first payroll period commencing on or after September 1, 1997
and each payroll period thereafter until the Plan is otherwise amended or
terminated. Each Offering Period will begin on the first day of that period (the
"Beginning Date") and end on the last day of that period. On the third business
day following an Offering Period, Common Stock shall be purchased at the market
price (the "Exercise Date").

5. PARTICIPATION. The Company will make available to each eligible
Employee an authorization notice (the "Authorization") which must be completed
to effect his or her right to commence participation in the Plan. An eligible
Employee may become a participant for an Offering Period by completing the
Authorization and delivering same to the Company at least one day prior to the
appropriate Beginning Date (except, with respect to the first Beginning Date,
such later date as is administratively feasible). All Employees granted options
under the Plan shall have the same rights and privileges, except that the amount
of Common Stock which may be purchased under such options may vary in a uniform
manner according to Compensation.

6. METHOD OF PAYMENT. A participant may contribute to the Plan through
payroll deductions, as follows:

(a) A participant shall elect on the Authorization to have
deductions made from the participant's Compensation for the Offering
Period at a rate which, expressed as a whole dollar amount, shall be at
least one percent (1%), but not in excess of ten percent (10%), of the
participant's Compensation.

(b) All payroll deductions made for a participant shall be
credited to the participant's account under the Plan. All payroll
deductions made from participants' Compensation shall be commingled
with the general assets of the Company and no separate fund shall be
established. Participants' accounts are solely for bookkeeping purposes
and the Company shall not be obligated to pay interest on any payroll
deductions credited to participants' accounts.

(c) A participant may not alter the rate of payroll deductions
during the Offering Period; however, an existing participant may change
the rate of payroll deductions effective for the immediately succeeding
Offering Period by filing a revised Authorization within the same
deadline as applies to new participants for that Offering Period.

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7. GRANTING OF OPTION.

(a) As of the first day of each Offering Period, a participant
shall be granted an option for a number of shares of Common Stock,
subject to the adjustments provided for in Paragraph 11(a) below,
determined according to the following procedure:

Step 1 - Determine the amount of the participant
payroll deductions during the Offering
Period;

Step 2 - Determine the amount which represents
90% of the lower of fair market value of a
share of Common Stock on the (I) Beginning
Date, or (II) Exercise Date; and

Step 3 - Divide the amount determined in Step 1
by the amount determined in Step 2 and round
the quotient down to the nearest whole
number.

(b) For each Offering Period, the option price of shares of
Common Stock to be purchased with a participant's payroll deductions
shall be the lower of (i) 90% of the fair market value of the shares on
the Beginning Date, or (ii) 90% of the fair market value of the shares
on the Exercise Date.

(c) Notwithstanding the foregoing, no participant shall be
granted an option which permits that participant's rights to purchase
shares under all employee stock purchase plans of the Company and its
Subsidiaries to accrue at a rate which exceeds $25,000 of the fair
market value of the shares (determined at the time the option is
granted) for each calendar year in which such option is outstanding at
any time.

(d) For purposes of this Paragraph, the fair market value of a
share of Common Stock on the Beginning Date and the Exercise Date as of
each such date, or the most immediately preceding business day with
respect to which the information required in the following clauses is
available, shall be determined as follows: (i) if the Common Stock is
traded on a national securities exchange, the closing sale price on
that date; (ii) if the Common Stock is not traded on any such exchange,
the closing sale price as reported by the National Association of
Securities Dealers, Inc. Automated Quotation Systems ("NASDAQ"); (iii)
if no such closing sale price information is available on the national
securities exchange or NASDAQ, the average of the closing bid and asked
prices as reported by the national securities exchange or NASDAQ within
a reasonable period prior to such date; or (iv) if there are no such
closing bid and asked prices within a reasonable period, the
determination of fair market value shall be determined by the Company
taking into account material facts and circumstances pertinent to such
determination, as determined by the Company in its sole discretion.

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8. EXERCISE OF OPTION. Unless a timely withdrawal has been effected
pursuant to Paragraph 10 below, a participant's option for the purchase of
shares of Common Stock during an Offering Period will be automatically exercised
on the Exercise Date for that Offering Period for the purchase of the maximum
number of full shares which the sum of the payroll deductions credited to the
participant's account on that Exercise Date can purchase at the option price.

9. DELIVERY. As soon as administratively feasible after each Exercise
Date, the Company shall deliver to a custodian designated by the Plan
Administrator (as defined in Paragraph 12 below), the shares of Common Stock
purchased upon the exercise of the option or, in the alternative, to each
participant. In the event of the delivery of a participant's shares of Common
Stock to a custodian designated by the Plan Administrator, the participant may
elect at any time thereafter to have such shares delivered to the participant or
to an account established by the participant with any brokerage firm. The
disposition of any payroll deductions credited to a participant's account during
the Offering Period not used for the purchase of shares (the "Cash Excess")
shall be as follows:

(a) If the participant has elected to withdraw from the Plan
as of the end of the Offering Period, the Company shall deliver the
Cash Excess to the participant.

(b) If the participant has not elected to withdraw from the
Plan as of the end of the Offering Period, the Cash Excess shall be
applied to the purchase of shares of Common Stock in the immediately
succeeding Offering Period.

10. WITHDRAWAL.

(a) A participant will be deemed to have elected to
participate in each subsequent Offering Period following his or her
initial election to participate in the Plan, unless (i) a written
withdrawal notice is delivered to the Plan Administrator at least one
day prior to the Beginning Date of an immediately succeeding Offering
Period for which the participant desires to withdraw from the Plan and,
(ii) provides any other information in accordance with the procedures
designated by the Plan Administrator.

(b) A participant who for any reason, including retirement,
termination of employment or death, ceases to be an eligible Employee
prior to the Exercise Date during an Offering Period will be deemed to
have requested a withdrawal of his payroll deductions as of the date of
retirement, termination of employment or death.

(c) Upon the withdrawal of a participant from the Plan under
the terms of this Paragraph during an Offering Period, the
participant's outstanding options under this Plan shall immediately
terminate.

(d) In the event a participant withdraws from the Plan under
this Paragraph during an Offering Period, all payroll deductions
credited to the participant's account will be paid to the participant
or, in the event of death, to the person or persons entitled

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thereto under the terms of Paragraph 13, as soon as administratively
feasible after the date of the participant's withdrawal.

(e) A participant who has elected to withdraw from the Plan
may resume participation in the same manner and pursuant to the same
rules as any eligible Employee making an initial election to
participate in the Plan.

11. STOCK.

(a) The maximum number of shares of Common Stock to be sold to
participants under the Plan shall be Twenty-Five Thousand (25,000)
shares, subject to adjustment upon changes in capitalization of the
Company as provided in Paragraph 15 below. The shares of Common Stock
to be sold to participants under the Plan may, at the election of the
Company, include either treasury shares, shares originally issued for
such purpose, or shares purchased in the open market. If the total
number of shares of Common Stock then available under the Plan for
which options are to be exercised in accordance with Paragraph 8
exceeds the number of such shares then available under the Plan, the
Company shall make a pro rata allocation of the shares available in as
nearly a uniform manner as shall be practicable and as it shall
determine to be equitable. If an option expires or terminates for any
reason without being exercised in full, the unpurchased shares subject
to the option shall again be available for purposes of the Plan.

(b) A participant will have no interest in shares of Common
Stock covered by his or her option until such option has been
exercised.

(c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant, or, if the
participant so directs, by written notice to the Plan Administrator
prior to the Exercise Date, in the names of the participant and one
other person designated by the participant, as joint tenants with
rights of survivorship, to the extent permitted by applicable law.

12. ADMINISTRATION. The Plan shall be administered by the Company (the
"Plan Administrator"). The Plan Administrator shall be vested with full
authority to make, administer and interpret such rules and regulations as it
deems necessary to administer the Plan, and any determination or action of the
Plan Administrator in connection with the interpretation or administration of
the Plan shall be final and binding upon all participants and any and all
persons claiming under or through any participant.

13. DESIGNATION OF BENEFICIARY.

(a) A participant may file with the Plan Administrator a
written designation of a beneficiary who is to receive any cash to his
or her credit under the Plan in the event of the participant's death
before an Exercise Date, or any shares of Common Stock and cash to his
or her credit under the Plan in the event of the participant's death on
or

-5-

after an Exercise Date but prior to the delivery of such shares and
cash. A beneficiary may be changed by the participant at any time by
notice in writing to the Plan Administrator.

(b) Upon the death of a participant and upon receipt by the
Company of proof of the identity and existence at the time of the
participant's death of a beneficiary designated by the participant in
accordance with the immediately preceding Subparagraph, the Company
shall deliver such shares or cash, or both, to the beneficiary. In the
event a participant dies and is not survived by a then living or in
existence beneficiary designated by him in accordance with the
immediately preceding Subparagraph, the Company shall deliver such
shares or cash, or both, to the personal representative of the estate
of the deceased participant. If to the knowledge of the Company no
personal representative has been appointed within ninety (90) days
following the date of the participant's death, the Company, in its
discretion, may deliver such shares or cash, or both, to the surviving
spouse of the deceased participant, or to any one or more dependents or
relatives of the deceased participant, or if no spouse, dependent or
relative is known to the Company then to such other person as the
Company may designate.

(c) No designated beneficiary shall, prior to the death of the
participant by whom the beneficiary has been designated, acquire any
interest in the shares or cash credited to the participant under the
Plan.

14. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way by the participant. Any attempted assignment,
transfer, pledge or other disposition shall be without effect, except that the
Company may treat such act as an election to withdraw funds in accordance with
Paragraph 10 above.

15. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event that the
outstanding shares of Common Stock of the Company are hereafter increased or
decreased or changed into or exchanged for a different number or kind of shares
or other securities of the Company by reason of a recapitalization,
reclassification, stock split, combination of shares or dividend payable in
shares of Common Stock, an appropriate adjustment shall be made by the Plan
Administrator to the number and kind of shares available for the granting of
options, or as to which outstanding options shall be exercisable, and to the
option price. No fractional shares shall be issued or optioned in making any
such adjustments. All adjustments made by the Plan Administrator under this
Paragraph shall be conclusive.

Subject to any required action by the shareholders, if the Company
shall be a party to any reorganization involving merger or consolidation with
respect to which the Company will not be the surviving entity or acquisition of
substantially all of the stock or assets of the Company, the Plan Administrator
in its discretion (a) may declare the Plan's termination in the

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same manner as if the Board of Directors had terminated the Plan pursuant to
Paragraph 16 below, or (b) may declare that any option granted hereunder shall
pertain to and apply with appropriate adjustment as determined by the Plan
Administrator to the securities of the resulting corporation to which a holder
of the number of shares of Common Stock subject to the option would have been
entitled.

Any issue by the Company of any class of preferred stock, or securities
convertible into shares of common or preferred stock of any class, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number or option price of shares of Common Stock subject to any option except as
specifically provided otherwise in this Paragraph 15. The grant of an option
pursuant to the Plan shall not affect in any way the right or power of the
Company to make adjustments, reclassifications, reorganizations or changes of
its capital or business structure or to merge or to consolidate or to dissolve,
liquidate or sell, or transfer all or any part of its business or assets.

16. AMENDMENT OR TERMINATION.

(a) The Board of Directors of the Company may at any time
terminate or amend the Plan. The balances credited to participants'
accounts as of the date of any Plan terminated shall be refunded to
those participants as soon as administratively feasible following the
effective date of the Plan's termination.

(b) Prior approval of the shareholders of the Company shall be
required with respect to any amendment which would require the sale of
more shares than are authorized under Paragraph 11 of the Plan.

(c) If necessary under Rule 16b-3 or any successor thereto
promulgated under the Securities Exchange Act of 1934 or by the Code,
prior approval of the shareholders of the Company shall be required
with respect to any Plan amendment.

17. NOTICES. All notices or other communications by a participant to
the Plan Administrator under or in connection with the Plan shall be deemed to
have been duly given when received by the Secretary of the Company or when
received in the form specified by the Company at the location, or by the person,
designated by the Company for the receipt thereof.

18. NO CONTRACT. This Plan shall not be deemed to constitute a contract
between the Company or any Subsidiary and any eligible Employee or to be a
consideration or an inducement for the employment of any Employee. Nothing
contained in this Plan shall be deemed to give any Employee the right to be
retained in the service of the Company or any Subsidiary or to interfere with
the right of the Company or any Subsidiary to discharge any Employee at any time
regardless of the effect which such discharge shall have upon him or her or as a
participant of the Plan.

-7-

19. WAIVER. No liability whatever shall attach to or be incurred by any
past, present or future shareholders, officers or directors, as such, of the
Company or any Subsidiary, under or by reason of any of the terms, conditions or
agreements contained in this Plan or implied therefrom, and any and all
liabilities of, and any and all rights and claims against, the Company or any
Subsidiary, or any shareholder, officer or director as such, whether arising at
common law or in equity or created by statute or constitution or otherwise,
pertaining to this Plan, are hereby expressly waived and released by every
eligible Employee as a part of the consideration for any benefits by the Company
under this Plan.

20. APPROVAL OF SHAREHOLDERS. The Plan shall be submitted to the
shareholders of the Company for their approval within twelve (12) months after
the adoption of the Plan by the Board of Directors of the Company. The Plan is
conditioned upon the approval of the shareholders of the Company, and failure to
receive their approval shall render the Plan and all outstanding options issued
thereunder void and of no effect.

IN WITNESS WHEREOF, the Company has caused this Plan to be executed as
of this 24th day of June, 1997.

FIRST CITIZENS CORPORATION

By:/s/ Thomas J. Moat
Thomas J. Moat
Title: President

Attest:

/s/ Douglas J. Hertha -

[CORPORATE SEAL]

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APPENDIX

FIRST CITIZENS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
HELD JULY 30, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints Tom Moat and Douglas Hertha as Proxies,
each with the power to appoint his substitute, and hereby authorize them, and
each of them, to represent and vote, as designated on the reverse, all the
shares of common stock of First Citizen Corporation ("Company") held of record
by the undersigned on June 30, 1997 at the Annual Meeting of Stockholders to be
held on July 30, 1997 or any adjournment thereof.

(CONTINUED AND TO BE SIGNED ON THE OTHER SIDE.)

1. To elect two directors for three-year terms.
Nominees: Ellis A. Mansour
Don A. Barnette
(except as marked to the contrary _______________________)

[ ] For [ ] Withhold Authority

2. To approve the First Citizens Corporation
Employee Stock Purchase Plan

[ ] For [ ] Against [ ] Abstain

THE BOARD OF DIRECTORS RECOMMENDS VOTES FOR THE PROPOSALS

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION TO THE CONTRARY IS INDICATED, IT WILL
BE VOTED FOR THE PROPOSALS.

DISCRETIONARY AUTHORITY IS HEREBY CONFERRED AS TO ALL OTHER MATTERS WHICH MAY
COME BEFORE THE SPECIAL MEETING.

If stock is held in the name of more than one person, all holders should
sign. Signatures should correspond exactly with the name or names appearing on
the stock certificate(s). When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.

Date: ____________, 1997

________________________________
Name(s) of Shareholder(s)

________________________________
Signature(s) of Shareholder(s)

Please mark, date and sign this Proxy, and return it in the enclosed
return-addressed envelope. No postage is necessary.