SecProbe.io

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Mail Stop 3561

 						July 5, 2005

Ms. Laura Beth Butler
Chief Financial Officer
First Citizens Bancshares, Inc.
P.O. Box 370
First Citizens Place
Dyersburg, TN 38025-0370

	RE:	First Citizens Bancshares, Inc.
		Form 10-K for Fiscal Year Ended December 31, 2004
		Filed March 17, 2005
		Form 10-Q for Fiscal Quarter Ended March 31, 2005
		File No. 0-11709

Dear Ms. Butler:

      We have reviewed your filings and have the following
comments.
Where indicated, we think you should revise your documents in
response to these comments.  If you disagree, we will consider
your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended December 31, 2004

Note 1 - Summary of Significant Accounting and Reporting Policies

Basis of Presentation, page 38
1. On page 4, you disclose that you hold a 50% ownership interest
in
both White and Associates/First Citizens Insurance, LLC and First
Citizens/White and Associates Insurance Company, which are
accounted
for by the equity method.  As such, please revise your basis of
presentation disclosure in Note 1 to include a discussion of your
consolidation policy with respect to your equity method
investments.
In doing so, please specifically identify where the equity in
earnings related to these investments is disclosed on the income
statement.

Note 3 - Investment Securities, page 40
2. The transaction in which you swap a fixed cash flow for a
variable
cash flow, disclosed on page 42, appears to increase rather than
decrease your exposure to changes in cash flows.  Therefore, this
transaction appears to represent a fair value hedge under SFAS
133.
Please tell us why you believe this transaction satisfies the
criteria for designation as a cash flow hedge, or revise
accordingly.

Item 9A. Controls and Procedures, page 56
3. We note your statement that the chief executive officer and
chief
financial officer have concluded that the company`s disclosure
controls and procedures are effective "with no material
deficiencies
that could adversely affect Bancshares ability to report accurate
and
comprehensive financial information to investors."  Given this
qualifying language, it remains unclear whether your chief
executive
officer and chief financial officer have concluded that your
disclosure controls and procedures are effective.  Please revise
your
disclosure to state, in clear and unqualified language, the
conclusions reached by your chief executive officer and your chief
financial officer on the effectiveness of your disclosure controls
and procedures.   Please amend your Form 10-K for fiscal year
ended
December 31, 2004 and your Form 10-Q for fiscal quarter ended
March
31, 2005 to incorporate the above changes.

Exhibits 31.1 and 31.2

4. Please eliminate reference to the titles, chief executive
officer
and chief financial officer, in the introductory paragraph of the
Section 302 certifications.  Refer to Item 601(b)(31) of
Regulation
S-K.

*    *    *    *

      As appropriate, please amend your filings and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  Please furnish a letter that keys your responses
to
our comments and provides any requested supplemental information.
Detailed response letters greatly facilitate our review.  Please
file
your response letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendments and responses
to
our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Sarah Goldberg, Staff Accountant, at (202)
551-
3340 or me at (202) 551-3843 if you have questions regarding
comments
on the financial statements and related matters.

							Sincerely,

							George Ohsiek
					Branch Chief

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Ms. Butler
First Citizens Bancshares, Inc.
July 5, 2005
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