As filed with the Securities and Exchange Commission on September 8, 1997

Registration No. 33-_____________

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------

FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FIRST CITIZENS CORPORATION
(Exact name of Registrant as specified in its charter)

GEORGIA 58-2232785
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

19 JEFFERSON STREET, NEWNAN, GEORGIA 30263
(Address of principal executive offices and zip code)

FIRST CITIZENS CORPORATION
DIVIDEND REINVESTMENT AND COMMON STOCK PURCHASE PLAN
(Full Title of the Plan)

BETH LANIER, ESQ.
POWELL, GOLDSTEIN, FRAZER & MURPHY LLP
191 PEACHTREE STREET, N.E., 16TH FLOOR
ATLANTA, GEORGIA 30303
(Name and address of agent for service)

(404) 572-4571
(Telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As
soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [X]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [ ]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]_________________
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]_________________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

CALCULATION OF REGISTRATION FEE

TITLE OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
BE REGISTERED REGISTERED PER SHARE PRICE FEE

COMMON STOCK, 100,000 $31.25 (2) $3,125,000 (3) $950.00
$1.00 PAR VALUE SHARES (1)

(1) Representing shares to be issued and sold by the Registrant under the First
Citizens Corporation Dividend Reinvestment and Common Stock Purchase Plan (the
"Plan"). This Registration Statement also covers such indeterminable number of
additional shares as may become issuable to prevent dilution in the event of a
stock split, stock dividend, reclassification or other similar transaction
pursuant to the terms of the Plan.
(2) The average of the high and low prices of
the Registrant's Common Stock as reported by the Nasdaq Stock Market for August
26, 1997.
(3) The aggregate offering price is calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h)(1) under the
Securities Act of 1933, as amended.

PROSPECTUS

(First Citizens Corporation logo)

DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN

COMMON STOCK
(PAR VALUE $1.00 PER SHARE)

First Citizens Corporation ("First Citizens") is offering through its
Dividend Reinvestment and Common Stock Purchase Plan (the "Plan") to all holders
of record of its Common Stock the opportunity to reinvest automatically their
cash dividends in shares of Common Stock and to make optional cash purchases of
Common Stock from $50.00 to $3,000.00 per quarter. The terms and provisions of
the Plan in question and answer format are set forth in this Prospectus.

The prices to be paid for shares of Common Stock purchased through dividend
reinvestments and with optional cash payments will be 100% of the market price
average, determined as provided in the Plan. (See "Dividend Reinvestment and
Common Stock Purchase Plan -- Purchases," " -- Price" and " -- Optional Cash
Payments.")

This Prospectus relates to 100,000 shares of Common Stock of the par value
of $1.00 per share of First Citizens registered for purchase under the Plan.
Shares issued under the Plan will be either newly issued shares, treasury shares
or shares purchased for Plan participants in the open market.

Each share of First Citizens Common Stock is entitled to one (1) vote per
share on all matters.

The Plan does not represent a change in the dividend policy of First
Citizens which will continue to depend on earnings, financial requirements and
other factors. Shareholders who do not wish to participate in the Plan will
continue to receive cash dividends when declared, by check in the usual manner.

The principal office and mailing address of First Citizens are 19 Jefferson
Street, P.O. Box 400, Newnan, Georgia 30264 (telephone 770-253-5017).

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is September 8, 1997.

AVAILABLE INFORMATION

First Citizens is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other filings made by First
Citizens, including proxy and information statements, can be inspected and
copied at the public reference facilities of the Commission, Judiciary Plaza,
450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at certain
regional offices: Seven World Trade Center, 13th Floor, New York, New York
10048; Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511; 1401 Brickell Avenue, Suite 200, Miami, Florida 33131; 1801
California Street, Suite 4800, Denver, Colorado 80202-2648; 5670 Wilshire
Boulevard, 11th Floor, Los Angeles, California 90036-3648. Copies of such
material can be obtained from the Public Reference Section of the Commission at
prescribed rates.

The Commission also maintains a Web Site (http:\www.sec.gov) that contains
reports, proxy and information statements and other information regarding
registrants, such as First Citizens, that file electronically with the
Commission.

First Citizens has filed with the Commission a Registration Statement under
the Securities Act of 1933, as amended, with respect to the First Citizens
Common Stock being offered hereby. This Prospectus omits certain information
contained in the Registration Statement and exhibits thereto. Such Registration
Statement, including the exhibits thereto, can be inspected at the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, and copies of such Registration Statement can be obtained at prescribed
rates from the Commission at that address.

DOCUMENTS INCORPORATED
BY REFERENCE

This Prospectus incorporates documents by reference which are not presented
herein or delivered herewith. The documents are available upon request from the
person specified below.

The following documents filed by First Citizens with the Commission are
hereby incorporated by reference into this Prospectus:

(1) First Citizens' quarterly report on Form 10-QSB for the quarter ended
September 30, 1996;

(2) First Citizens' quarterly report on Form 10-QSB for the quarter ended
December 31, 1996;

(3) First Citizens' annual report on Form 10-KSB for the fiscal year ended
March 31, 1997;

(4) First Citizens' quarterly report on Form 10-QSB for the quarter ended
June 30, 1997;

(5) The description of First Citizens Common Stock set forth in First
Citizens' Registration Statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating any such
description.

All documents subsequently filed by First Citizens pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.

First Citizens will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, on the written or oral
request of any such person, a copy of any or all of the documents which have
been incorporated herein by reference but not delivered herewith (other than the
exhibits to such documents). Such request, in writing or by telephone, should be
directed to Douglas J. Hertha, First Citizens Corporation, 19 Jefferson Street,
P.O. Box 400, Newnan, Georgia 30264 (telephone 770-304-3359).

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DIVIDEND REINVESTMENT
AND COMMON STOCK
PURCHASE PLAN

PURPOSE

1. WHAT IS THE PURPOSE OF THE PLAN?

The purpose of the Plan is to provide record owners of First Citizens Common
Stock with a simple and convenient way to invest cash dividends in shares of
Common Stock and to invest in Common Stock through optional cash payments, all
without payment of any brokerage commissions, service charges or other expenses.
To the extent such shares are purchased from First Citizens, First Citizens will
receive additional funds to finance the continuing operations of First Citizens
and its subsidiaries.

ADVANTAGES

2. WHAT ARE THE ADVANTAGES OF THE PLAN?

Participants in the Plan may:

(a) Reinvest all or part of their dividends in shares of Common Stock
automatically at a price equal to the average market price as more fully
explained in response to Question 12;

(b) Invest additional cash, up to $3,000.00 per quarter, in Common Stock as
more fully explained in responses to Questions 11, 12, 13 and 14;

(d) Invest the full amount of all dividends and optional cash payments since
the Plan allows fractions of a share to be held under the Plan;

(e) Avoid cumbersome safekeeping requirements through the free custodial
service under the Plan; and

(f) Avoid inconvenience and expense of recordkeeping through the free
reporting provisions of the Plan.

PARTICIPATION

3. WHO IS ELIGIBLE TO PARTICIPATE?

All record owners of Common Stock are eligible to participate in the Plan.
Beneficial owners whose shares are registered in names other than their own (for
example, in the name of a broker or bank nominee) must become owners of record
by having the number of shares as to which they wish to participate transferred
into their names or make arrangements with the nominees or other holders of
record to participate in the Plan on behalf of such beneficial owners. (See
Question 4.) Shareholders can participate with respect to all or less than all
of their shares, but shareholders may only make optional cash payments if
shareholders also participate in the dividend reinvestment portion of the Plan.

4. HOW DOES AN ELIGIBLE SHAREHOLDER BECOME A PARTICIPANT?

An eligible shareholder may join the Plan by signing the enclosed
Authorization Card and returning it to American Stock Transfer as the agent for
the Plan (the "Agent") as follows:

AMERICAN STOCK TRANSFER & TRUST COMPANY
40 Wall Street
46th Floor
New York, New York 10005
1-800-278-4353

An Authorization Card is enclosed with this Prospectus and additional
Authorization Cards may be obtained at any time by written request to the Agent
at the above address, or by writing First Citizens at First Citizens
Corporation, P.O. Box 400,

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Newnan, Georgia 30264, Attention: Corporate Secretary, or by calling First
Citizens at (770) 253-5017.

Brokers, banks or other nominees who wish to participate in the Plan on
behalf of their clients must submit an Authorization Card to the Agent, as any
other record holder, with respect to the shares held by them that are to
participate in the Plan.

5. WHEN MAY A SHAREHOLDER JOIN THE PLAN?

An eligible shareholder may join the Plan at any time. If an Authorization
Card specifying reinvestment of dividends is received by the Agent before the
record date for a dividend payment, reinvestment will commence with that
dividend payment. If the Authorization Card is received on or after a dividend
record date, the reinvestment of dividends through the Plan will begin with the
dividend payment following the next record date. The record date for determining
shareholders who receive dividends is normally the last business day of the
quarter. Dividend payment dates ordinarily are the second Friday after the
record date. (See Questions 11, 12, 13 and 14 for information concerning the
investment of optional cash payments.)

6. WHAT DOES THE AUTHORIZATION CARD PROVIDE?

By marking the appropriate spaces of the Authorization Card you may choose
between the following investment options with respect to dividend reinvestment:

(a) To automatically reinvest cash dividends on all shares registered in
your name at the current market price average, computed as described in response
to Question 12; or

(b) To automatically reinvest cash dividends on less than all of the shares
registered in your name (a specified number of whole shares) at the current
market price average and continue to receive cash dividends on the remaining
shares. You must indicate on the Authorization Card the number of shares on
which dividends are to be reinvested rather than paid.

You may also make optional cash payments in any amount from $50.00 up to a
total of $3,000.00 per quarter, assuming dividends are also being reinvested
under either subparagraph (a) or (b) above, at the current market price average.
Optional cash payments will be invested monthly as explained in response to
Question 11.

Dividends on all shares purchased for your account under the Plan, whether
through dividend reinvestment or optional cash payments, will be automatically
reinvested in additional shares of Common Stock at the current market price
average.

7. MAY A PARTICIPANT CHANGE HIS OR HER METHOD OF PARTICIPATION AFTER ENROLLMENT?

Yes. You may change your investment option at any time by signing a new
Authorization Card and returning it to the Agent as provided in response to
Question 4. An Authorization Card indicating a change of options must be
received by the Agent prior to a particular dividend record date in order to
stop any unwanted reinvestment of dividends paid on the related dividend payment
date or otherwise to alter your investment options. If you want to terminate
your participation in the Plan, see Question 18.

AGENT

8. WHO ADMINISTERS THE PLAN?

The Agent administers the Plan for participants, keeps records, sends
statements of account to participants, purchases shares of Common Stock which
are purchased in the open market, and performs other duties relating to the
Plan. Shares purchased under the Plan will be registered in the name

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of the Agent or its nominee as agent for participants in the Plan. The Agent's
mailing address is provided in the response to Question 4 above.

The Agent may at any time (a) resign by giving written notice to First
Citizens, or (b) be removed by First Citizens. In the event a vacancy occurs in
the office of Agent, First Citizens shall appoint a successor Agent, which may
be First Citizens or one of its subsidiaries.

COSTS

9. ARE THERE ANY EXPENSES TO PARTICIPANTS IN CONNECTION WITH PURCHASES UNDER THE
PLAN?

No. You will incur no brokerage commissions or service charges for the
purchases made under the Plan. All costs of administration of the Plan,
including fees, commissions and expenses, will be paid by First Citizens.
However, if you request the Agent to sell your Plan shares, you will pay certain
charges as explained in response to Question 17. Participants may incur tax
liability as a result of payment by First Citizens of expenses in connection
with open market purchases of shares for Plan participants, as explained in
response to Question 19.

PURCHASES

10. HOW MANY SHARES OF COMMON STOCK WILL BE PURCHASED FOR PARTICIPANTS AND WHAT
IS THE SOURCE OF SHARES PURCHASED UNDER THE PLAN?

If you become a participant in the Plan, the number of shares purchased for
you will depend on the amount of your dividends, optional cash payments, or
both, and market prices of the Common Stock. The number of shares purchased for
your account, including fractions computed to three decimal places, will be
equal to the total amount to be invested by you, divided by the purchase price
per share. (See Question 12.)

Shares purchased under the Plan will be, at First Citizens' discretion,
either shares purchased for Plan participants in the open market, shares of
treasury stock held by First Citizens, or newly issued shares, or a combination
of the foregoing. Newly issued shares and treasury shares will be purchased
directly from First Citizens. The decision to have shares purchased for Plan
participants in the open market will be made by First Citizens based upon
general market conditions, the relationship between purchase price and book
value per share, regulatory requirements and other factors.

11. WHEN WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?

When shares are purchased from First Citizens, purchases will be made on
the dividend payment date with dividends paid on that date, or with optional
cash payments received by the Agent no later than two business days prior to the
last business day of the month, the purchase will be made on the last business
day of the month.

When shares are purchased in the open market, the Agent will use dividends
paid on the dividend payment date (and optional cash payments received no later
than two business days prior to the last business day of the month) to purchase
shares in the open market as soon as practical and within 30 days after the
applicable dividend payment date (or last business day of the month), unless a
longer period is necessary or advisable because of federal securities laws or
market conditions. Such open market purchases may be made on any securities
exchange where the shares of the Common Stock are traded, in the
over-the-counter market or in negotiated transactions and may be subject to such
terms with respect to price, delivery and other matters as the Agent may agree
to. Neither First Citizens nor any Plan participant shall have the authority to
direct the time, price or manner of such open market purchases, or the selection
of the broker or dealer through or from whom purchases are to be made.

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No dividends will be earned on shares purchased under the Plan until the
dividend payment date following the date of purchase of those shares.

PRICE

12. AT WHAT PRICE WILL SHARES OF COMMON STOCK BE PURCHASED UNDER THE PLAN?

The price to a Plan participant of shares purchased with reinvested
dividends in the open market under the Plan will be the weighted average of the
total price paid by the Agent for all open market shares which were purchased by
the Agent in respect to a particular dividend payment date. The price to Plan
participants of shares purchased with optional cash payments in the open market
under the Plan will be the same average.

Common Stock will be purchased from First Citizens with reinvested
dividends at a price equal to 100% of the bid and asked prices of First
Citizens' Common Stock reported by the Nasdaq Stock Market on the last trading
day immediately preceding the dividend payment date. The price of Common Stock
purchased from First Citizens with optional cash payments will be the same
average. The purchase price of shares purchased from First Citizens shall be
determined by First Citizens on the basis of such market quotations as it shall
deem appropriate in the event that there is no trading in the Common Stock on
Nasdaq (or if trading is halted or suspended) for a substantial amount of time
or if publication of the sales prices of the Common Stock does not take place or
contains a reporting error. No shares will be purchased from First Citizens
under the Plan at less than their par value ($1.00 per share).

OPTIONAL CASH PAYMENTS

13. WHO IS ELIGIBLE TO MAKE OPTIONAL CASH PAYMENTS?

Record owners of Common Stock who are participating in the dividend
reinvestment portion of the Plan and who have submitted a signed Authorization
Card are eligible to make optional cash payments monthly. The Agent will apply
any optional cash payment received from a participant on or prior to two
business days before the last business day of the month to the purchase of
Common Stock for the account of the participant on the last business day of the
month if such Common Stock is purchased from First Citizens and as soon as
practical (as explained in response to Question 11) after the last business day
of the month if such Common Stock is purchased in the open market.

An initial optional cash payment may be made by you when you join the Plan
by enclosing a check or money order with the Authorization Card. Your check,
payable to American Stock Transfer, should be returned along with the
Authorization Card to American Stock Transfer, at the address provided in
response to Question 4. Thereafter, optional cash payments may be made through
the use of cash payment forms sent to you with statements of your account.

Optional cash payments must be sent so that they are received two business
days before the last business day of the month. No interest will be paid on
these payments. You may request the return of any optional cash payments by
sending a written request which is received by the Agent at least two business
days (48 hours) before the last business day of the month.

14. WHAT ARE THE LIMITATIONS ON MAKING OPTIONAL CASH PAYMENTS?

Optional cash payments must be received by the Agent no later than two
business days prior to

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the last business day of the month. The same amount of money need not be sent
each time, and you are under no obligation to make an optional cash payment at
any time. Any optional cash payments you wish to make must not be less than
$50.00 per payment nor may your payments aggregate more than $3,000.00 in any
calendar quarter.

REPORTS TO PARTICIPANTS

15. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?

As soon as practicable after each purchase you will receive a statement of
your account showing amounts invested, purchase prices, shares purchased and
other information for the year to date. This statement will provide a record of
the cost of purchases under the Plan and should be retained for tax purposes. In
addition, you will receive copies of the same communications sent to every other
holder of Common Stock, including First Citizens' annual and quarterly reports
to shareholders, proxy statements and information for income tax reporting
purposes.

DIVIDENDS

16. WILL PARTICIPANTS BE CREDITED WITH DIVIDENDS ON SHARES HELD IN THEIR
ACCOUNTS UNDER THE PLAN?

Yes. The Agent will receive dividends (less the amount of any tax withheld)
for all Plan shares held on the dividend record date and credit them to
participants' accounts on the basis of full shares and fractions of a share
credited to those accounts on that record date. Such dividends received will be
automatically reinvested in additional shares of Common Stock as a dividend
reinvestment. (See Question 12.)

CERTIFICATES

17. WILL CERTIFICATES BE ISSUED FOR SHARES OF COMMON STOCK PURCHASED UNDER THE
PLAN?

Certificates for shares of Common Stock purchased under the Plan will not
be issued to you unless you request them. All shares credited to your account
under the Plan will be issued to the Agent or its nominee, as your agent. The
number of shares credited to your account will be shown on your statement of
account. This convenience protects against loss, theft or destruction of stock
certificates, permits ownership of fractional shares and reduces the costs to be
borne by First Citizens.

A certificate for any number of whole shares credited to your account under
the Plan will be issued on your written request, and the shares represented by
that certificate will be withdrawn from your account. Your written request
should be mailed to the Agent. Any remaining full shares and fractions of a
share will continue to be credited to your account. If you have authorized the
reinvestment of dividends on all shares registered in your name, dividends on
shares represented by the certificate issued to you will continue to be
reinvested. Otherwise, dividend reinvestment will continue with respect to the
number of shares registered in your name specified for dividend reinvestment on
your Authorization Card.

Certificates for fractions of a share will not be issued under any
circumstances.

Shares credited to your account may not be pledged. If you wish to pledge
the whole shares credited to your account, you must request that certificates
for those shares be issued in your name.

Accounts under the Plan are maintained in the name in which your
certificates were registered at the time you entered the Plan. Consequently,
certificates for those shares will be similarly registered when issued to you.

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At any time you may request the Agent to sell any or all of the shares
credited to your account under the Plan. The sale will be made for your account
after receipt by the Agent of your request. You will receive the proceeds of the
sale, less a service fee of $10.00 and any related brokerage commission and
transfer tax.

TERMINATION OF PARTICIPATION

18. HOW DOES A PARTICIPANT TERMINATE PARTICIPATION IN THE PLAN?

You may terminate your participation in the Plan at any time by notifying
the Agent in writing.

If your notice of termination is received on or after the record date for
the next dividend, that dividend will be reinvested for your account, but all
subsequent dividends on those shares will be paid to you. If you elect to
terminate your participation in the Plan, any optional cash payments received by
the Agent before it receives your notice of termination will be invested for
your account unless you specifically request return of the payment by sending a
written request which is received by the Agent at least two business days prior
to the last business day of the month.

If you terminate your participation in the Plan or if First Citizens
terminates the Plan, certificates for whole shares credited to your account
under the Plan will be issued to you and a cash payment will be made for a
fraction of a share. The cash payment will be based on the closing price of
First Citizens' Common Stock reported on Nasdaq on the day the notice of
termination is received by the Agent or on the next day on which Nasdaq is open
if it is closed when the notice is received. However, if upon termination you
prefer to receive cash for all your Plan shares, you may request the Agent to
sell your shares as explained in response to Question 17.

OTHER INFORMATION

19. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF PARTICIPATION IN THE PLAN?

Under Internal Revenue Service rulings in connection with similar plans,
dividends which you reinvest in additional shares of Common Stock under the Plan
will be treated for federal income tax purposes either (a) as having been
received by you in the form of cash dividends, if such shares are acquired in
the open market, or (b) as a taxable stock dividend if such shares are acquired
from First Citizens. You will not realize any taxable income upon purchase of
shares with optional cash payments.

The Internal Revenue Service has issued a ruling which held that brokerage
commissions and service charges paid by a corporation in connection with the
open market purchase of shares pursuant to a dividend reinvestment plan are
includable in the gross income of participants in that plan. If shares are
purchased for your Plan account in the open market, you must include in your
gross income a dividend equal to that portion of any brokerage commissions and
service charges paid by First Citizens which are attributable to the purchase of
such shares.

You will not realize any taxable income when you receive certificates for
whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize taxable gain or loss (which, for most participants, will be
capital gain or loss) when whole shares acquired under the Plan are sold or
exchanged -- either by the Agent at your request or by you. (See Questions 17
and 18.) You also will recognize gain or loss when you receive a cash payment
for a fractional share credited to your account. The amount of such gain or loss
will be the difference between the amount which you receive for your shares or
fractional share and the tax basis thereof.

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The tax basis of shares acquired from First Citizens under the Plan by
reinvestment of dividends will be equal to the purchase price of the shares
acquired. The tax basis of shares acquired by the Agent in the open market with
reinvested dividends will be the purchase price thereof paid by the Agent plus
an allocable share of any brokerage commissions paid by First Citizens. The tax
basis of shares purchased with an optional cash payment will be the amount of
such optional cash payment plus allocable brokerage commissions. The holding
period of shares of Common Stock acquired under the Plan, whether purchased with
dividends or optional cash payments, will begin on the day following the date as
of which the shares are purchased for you.

In the case of foreign participants who elect to have their dividends
reinvested and whose dividends are subject to United States income tax
withholding, an amount equal to the dividends payable to such participants, less
the amount of tax required to be withheld, will be applied to the purchase of
shares of Common Stock under the Plan.

Federal tax laws impose certain reporting obligations upon brokers and
other middlemen. As a result, the Agent will be required to report to the
Internal Revenue Service and you any sales of Common Stock by the Agent for your
Plan account. If your dividends become subject to the backup withholding tax of
the Interest and Dividends Tax Compliance Act of 1983, dividends reinvested for
you under the Plan will be reduced by the amount of tax required to be withheld.

The foregoing in only a summary of some of the applicable tax provisions.
For further information as to the tax consequences of participation in the Plan,
including any future changes in applicable law or interpretations thereof, you
should consult with your own tax advisor.

20. WHAT HAPPENS IF A PARTICIPANT SELLS A PORTION OF THE SHARES OF COMMON STOCK
REGISTERED IN THE PARTICIPANT'S NAME?

If you have authorized the reinvestment of dividends on all shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remaining shares will continue to be reinvested.

If you have authorized the reinvestment of dividends on part of the shares
registered in your name and then dispose of a portion of those shares, the
dividends on the remainder of the shares up to the number of shares with respect
to which reinvestment of dividends was originally authorized will continue to be
reinvested.

21. WHAT HAPPENS WHEN A PARTICIPANT SELLS OR TRANSFERS ALL OF THE SHARES
REGISTERED IN HIS OR HER NAME?

Shares credited to your account under the Plan may not be sold, pledged or
assigned without first requesting and receiving a certificate for such shares.
If you dispose of all shares registered in your name with respect to which you
participate in the Plan and you have no shares credited to your account under
the Plan, your participation in the Plan will be terminated.

22. IF FIRST CITIZENS HAS A RIGHTS OFFERING, HOW WILL RIGHTS ON PLAN SHARES BE
HANDLED?

If a participant is entitled to participate in a rights offering, the
participant's entitlement will be based upon the participant's total holdings
including the shares credited to him or her pursuant to the Plan. Rights
certificates will, however, be issued only for whole shares.

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23. WHAT HAPPENS IF FIRST CITIZENS ISSUES A STOCK DIVIDEND OR DECLARES A STOCK
SPLIT?

Any stock dividends or split shares distributed by First Citizens on shares
of Common Stock credited to your account under the Plan will be added to your
account. Stock dividends or split shares distributed on shares of Common Stock
registered in your name will be distributed to you in the same manner as they
are distributed to shareholders who are not participating in the Plan.

24. HOW WILL A PARTICIPANT'S SHARES BE VOTED AT MEETINGS OF SHAREHOLDERS?

You will receive a proxy indicating the total number of your shares of
Common Stock, including shares of Common Stock registered in your name and
shares of Common Stock credited to your account under the Plan.

If your proxy is returned properly signed and marked for voting, all the
shares covered by the proxy -- those registered in your name and those shares
credited to your account under the Plan -- will be voted as marked.

If your proxy is returned properly signed but without indicating
instructions as to the manner in which shares are to be voted with respect to
any item thereon, all of your shares -- those registered in your name and those
shares credited to your account under the Plan -- will be voted in accordance
with the recommendations made by the board of directors of First Citizens. If
your proxy is not returned, or if it is returned unexecuted or improperly
executed, your shares will be voted only if you vote in person.

25. WHAT ARE THE RESPONSIBILITIES OF FIRST CITIZENS AND THE AGENT UNDER THE
PLAN?

The Agent has had no responsibility with respect to the preparation and
contents of this Prospectus. Neither First Citizens nor the Agent, in
administering the Plan, will be liable for any act done in good faith, or for
any good faith omission to act, including, without limitation, any claims of
liability arising out of failure to terminate a participant's account upon the
participant's death prior to receipt of a notice in writing of the death.

26. WHO INTERPRETS THE PLAN?

First Citizens reserves the right to interpret the Plan as it deems
necessary or desirable.

27. MAY THE PLAN BE CHANGED OR DISCONTINUED?

Yes. First Citizens reserves the right to suspend, modify or terminate the
Plan at any time. Notice of any suspension, modification or termination will be
mailed to all participants.

USE OF PROCEEDS

First Citizens does not know either the number of shares that will
ultimately be purchased from First Citizens under the Plan or the prices at
which the shares will be sold, and therefore cannot determine the amount of
proceeds that will be used. First Citizens intends to add the net proceeds of
sales under the Plan of newly issued shares of Common Stock and treasury shares
to the general funds of First Citizens to be available for general corporate
purposes.

- 10 -

INDEMNIFICATION

Directors, officers, employees and agents of First Citizens and its
subsidiaries are entitled to indemnification as expressly permitted by the
provisions of the Georgia Business Corporation Code, First Citizens' articles of
incorporation, the articles of incorporation of First Citizens' subsidiaries,
and First Citizens' liability insurance. Insofar as indemnification for
liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling First Citizens pursuant to the
foregoing provisions, First Citizens has been informed that in the opinion of
the Securities and Exchange Commission such indemnification is against public
policy as expressed in that Act and is therefore unenforceable.

EXPERTS

The consolidated financial statements of First Citizens and subsidiaries,
incorporated by reference herein, have been audited by Mauldin & Jenkins, LLC,
independent accountants, whose report thereon is included in the Annual Report
on Form 10-KSB for the fiscal year ended March 31, 1997, and has been
incorporated herein in reliance upon the report of Mauldin & Jenkins, LLC given
on the authority of that firm as experts in accounting and auditing.

LEGAL OPINION

Certain issues regarding the shares of Common Stock of First Citizens
offered hereby are being passed upon by the law firm of Powell, Goldstein,
Frazer & Murphy LLP, Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta,
Georgia 30303.

- 11 -

THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THESE SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM
IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. EXCEPT WHERE OTHERWISE
INDICATED, THIS PROSPECTUS SPEAKS AS THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF FIRST CITIZENS SINCE THE DATE HEREOF.

TABLE OF CONTENTS

PAGE

AVAILABLE INFORMATION......................... 2
DOCUMENTS INCORPORATED BY REFERENCE........... 2
DIVIDEND REINVESTMENT AND COMMON STOCK
PURCHASE PLAN............................... 3
Purpose..................................... 3
Advantages.................................. 3
Participation............................... 3
Agent....................................... 4
Costs....................................... 5
Purchases................................... 5
Price....................................... 6
Optional Cash Payments...................... 6
Reports to Participants..................... 7
Dividends................................... 7
Certificates................................ 7
Termination of Participation................ 8
Other Information........................... 8
USE OF PROCEEDS............................... 10
INDEMNIFICATION............................... 11
EXPERTS....................................... 11
LEGAL OPINION................................. 11

(First Citizens Corporation logo)

DIVIDEND REINVESTMENT AND
COMMON STOCK PURCHASE PLAN

PROSPECTUS
SEPTEMBER 3, 1997

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC Registration Fee $ 950

Legal Fees $ 5,000

Accounting Fees $ 1,000

Printing and Postage $ 5,000

Transfer Agent Fees and Expenses $ 5,000

Miscellaneous $ 550

TOTAL $ 17,500

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 14-2-851 of the Georgia Business Corporation Code provides that
a corporation may indemnify its directors and officers against civil and
criminal liabilities. Directors and officers may be indemnified against expenses
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interest of the corporation, if they have not been adjudged
liable on the basis of the improper receipt of a personal benefit and, with
respect to any criminal action, if they had no reasonable cause to believe their
conduct was unlawful. A director or officer may be indemnified against expenses
incurred in connection with a derivative suit if he or she acted in good faith
and in a manner reasonably believed to be in or not opposed to the best interest
of the corporation, except that no indemnification may be made without court
approval if such person was adjudged liable for negligence or misconduct in the
performance of his or her duty to the corporation. Statutory indemnification is
not exclusive of any rights provided by any bylaw, agreement, vote of
shareholders or disinterested directors or otherwise.

II-1

The Registrant's Bylaws provide that directors and officers of the
Registrant shall be indemnified by the Registrant against expenses and
liabilities incurred in connection with or resulting from threatened, pending or
completed actions, whether civil, criminal, administrative or investigative, in
which said person became involved by reason of having been a director or officer
of the Registrant; provided that such person acted in good faith and in a manner
reasonably believed to be in or not opposed to the best interests of the
Registrant and in addition, with respect to any criminal action or proceeding,
did not have a reasonable cause to believe that his conduct was unlawful. Any
person who has been wholly successful on the merits of or otherwise with respect
to any claim, action, suit or proceeding described above shall be entitled to
indemnification without any further action or approval by the Board of
Directors. In any other situation, indemnification shall be made at the
discretion of the Registrant, but only if the Board of Directors, acting by a
majority vote of a quorum consisting of directors who are not parties to the
claim, find that the person has met the standard of conduct described above. If
no such quorum of the Board exists, then independent legal counsel may render
such opinion as to whether the standards have been met or the holders of a
majority of the stock entitled to vote for the election of directors shall
determine by affirmative vote that such director or officer has met the
standards. However, notwithstanding the foregoing, no officer or director who
has been determined to be liable for negligence or misconduct in the performance
of his duties to the Registrant shall be indemnified unless and except to the
extent that the court in which such action or suit was brought shall determine
that, despite the adjudication of liability and in view of all the
circumstances, such person is fairly and reasonably entitled to be indemnified
for such expenses as the court shall deem proper.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 16. EXHIBITS.

The following exhibits are filed with or incorporated by reference into
this Registration Statement pursuant to Item 601 of Regulation S-K:

Exhibit
No. Description

4.1 Instruments defining rights of shareholders: Articles of
Incorporation of the Registrant (incorporated herein by
reference to Exhibit 3.1 in the Registrant's Registration
Statement on Form S-4 as filed with the Securities and
Exchange Commission on April 26, 1996 (Reg.
No. 333-4304)).

4.2 Instruments defining rights of shareholders: Bylaws of the
Registrant (incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-4 as filed with
the Securities and Exchange Commission on April 26, 1996 (Reg.
No. 333-4304)).

II-2

5 Opinion of Powell, Goldstein, Frazer & Murphy LLP with
respect to the securities being registered including consent.

23.1 Consent of counsel (included in Exhibit 5).

23.2 Consent of Mauldin & Jenkins, LLC.

24 Power of Attorney (see signature pages to this Registration
Statement).

99 Dividend Reinvestment and Common Stock Purchase Plan, dated
May 20, 1997.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement;

(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the Registration Statement or any material change to such
information in the Registration Statement;

PROVIDED, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the Registration
Statement.

(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by

II-3

reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA FIDE offering
thereof.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Newnan, State of Georgia, on September 2, 1997.

FIRST CITIZENS CORPORATION

By: /s/
Tom Moat
President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Tom Moat and Douglas J. Hertha, and each
of them, his attorneys in fact, each with full power of substitution, for him
and in his name, place and stead, in any and all capacities, to sign any
amendment to this Registration Statement on Form S-3, and to file the same, with
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby ratifies and confirms all that
each of said attorneys-in-fact, or his substitute or substitutes, may do or
cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on September 2, 1997.

SIGNATURE TITLE

/s/ Chairman of the Board and Director
J. Littleton Glover, Jr.

/s/ President, Chief Executive Officer and Director
Tom Moat (Principal Executive Officer)

/s/ Director
Ellis Mansour

/s/ Director
Don A. Barnette

/s/ Director
Thomas B. Chandler

/s/ Vice President
Douglas J. Hertha (Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit Sequential
No. Description Page No.

4.1 Instruments defining rights of shareholders: Articles
of Incorporation of the Registrant (incorporated herein
by reference to Exhibit 3.1 in the Registrant's
Registration Statement on Form S-4 as filed with the
Securities and Exchange Commission on April 26, 1996
(Reg. No. 333-4304)).

4.2 Instruments defining rights of shareholders: Bylaws of
the Registrant (incorporated by reference to Exhibit
3.2 to the Registrant's Registration Statement on Form
S-4 as filed with the Securities and Exchange
Commission on April 26, 1996 (Reg. No. 333-4304)).

5 Opinion of Powell, Goldstein, Frazer & Murphy LLP with
respect to the securities being registered including
consent.

23.1 Consent of counsel (included in Exhibit 5).

23.2 Consent of Mauldin & Jenkins, LLC.

24 Power of Attorney (see signature pages to this
Registration Statement).

99 Dividend Reinvestment and Common Stock Purchase Plan,
dated May 20, 1997.