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Response to Comment Letter

July 6, 2005

Mr. George Ohsiek

Branch Chief

Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC  20549

Dear Mr. Ohsiek:

Please accept this letter in response to your comment letter dated July 5,
2005, regarding our Form 10-K for Fiscal Year Ended December 31, 2004 and Form
10-Q for Fiscal Quarter Ended March 31, 2005. Our responses to the four comments
are discussed below. The references correspond to your letter and to our
original Form 10-K for Fiscal Year Ended December 31, 2004.

  Note 1-Summary of Significant Accounting and Reporting Policies, Basis
    of Presentation, page 38.  You requested disclosure information be
    added similar to page 4 regarding our two 50% ownership interests in our two
    insurance subsidiaries. We propose the following amendment to our December
    31, 2004 10-K filing to address this comment:

  To be inserted as second paragraph under Note 1- Basis of Presentation:

  First Citizens National Bank has a 50% ownership in two insurance
  subsidiaries both of which are accounted for using the equity method. One is
  White and Associates/First Citizens Insurance, LLC which is a general
  insurance agency offering a full line of insurance products. The other is
  First Citizens/White and Associates Insurance Company whose principal activity
  is credit insurance. The investment in these subsidiaries is included in Other
  Assets on the Balance Sheets presented in this report and earnings from these
  subsidiaries are recorded in Other Income on the Income Statements presented
  in this report.

  Note 3-Investment Securities, page 40. Your comment requested
    clarification regarding how our one derivative transaction is a cash flow
    hedge.

  In June 2000, the Company entered into an interest rate swap as a hedge
  against a designated floating rate liability (FHLB LIBOR borrowing). This
  reduced the exposure to the variability of future debt payments and
  effectively fixed the cost of this liability. Since the hedged liability was
  floating, there is no significant fluctuation in its market value, only the
  variability in future cash flows. Therefore, the swap is designated as a cash
  flow hedge.

  We believe that the swap qualifies as a cash flow hedge based on the
  short-cut criteria consisting of the following:

    The notional amount of the swap matches the principal amount of the FHLB
      advance.

    Fair value of the swap at inception was zero.

    FHLB advance has significant penalty if pre-paid.

    Repricing date of swap matches FHLB advance.

    Index of 3-month LIBOR on swap matches FHLB advance.

  We propose the following amendment to our December 31, 2004 10-K filing to
  clarify our derivative transaction disclosure:

  To revise the next-to-last paragraph of Note 3-Investment Securities to
  read as follows:

  Generally accepted accounting principles have established accounting and
  reporting standards for derivative financial instruments, including certain
  derivative instruments embedded in other contracts and for hedging activities.
  These standards require that derivatives be reported either as assets or
  liabilities on the balance sheets and be reflected at fair value. The
  accounting for changes in the fair value of a derivative instrument depends on
  the intended use of the derivative and the resulting designation. The Company
  has one derivative transaction, which is an interest rate swap that was
  purchased in June 2000. Since a Federal Home Loan Bank Variable LIBOR
  Borrowing has been designated as the hedged item and in doing so, the Company
  has effectively fixed the cost of this liability. As a floating rate liability
  was hedged, there are no significant fluctuations in its market value but
  there are fluctuations in the cash flows. Thus, the swap is designated as a
  cash flow hedge, hedging the "benchmark interest rate." The market
  value gain or loss of the swap is adjusted through other comprehensive income.
  The purpose of the transaction was to reduce exposure to interest rate risk.
  Volume of the transaction is $1.5 million and the term is 10 years.

  Item 9A. Controls and Procedures, page 56. Your comments requested
    that the qualifying language "with no material deficiencies that could
    adversely affect Bancshares ability to report accurate and comprehensive
    financial information to investors" be revised on both the December 31,
    2004 10-K and the March 31, 2005 10-Q. As such, we propose to amend Item 9A
    of the December 31, 2004 10-K and Item 4 of the March 31, 2005 10-Q as noted
    below.

  Item 9A. Controls and Procedures on the December 31, 2004 10-K will be
  revised to:

  The Company, under supervision of and with the participation of its
  management, including the Chief Executive Officer and Chief Financial Officer,
  evaluated the effectiveness of the design and operation of our disclosure
  controls and procedures as of the end of the period covered by this Annual
  Report. Disclosure controls and procedures are defined in accordance with Rule
  13a-15(e) under the Securities Exchange Act. As of this report date,
  disclosure controls and procedures are considered to be effective. There have
  been no changes in internal control during the quarter ending December 31,
  2004, that have materially affected, or are reasonably likely to materially
  affect, the Company's internal control over financial reporting.

  Item 4 Controls and Procedures on the March 31, 2005 10-Q will be
  revised to:

  An evaluation of the effectiveness of the design and operation of
  disclosure controls and procedures was performed as of March 31, 2005 under
  the supervision and with the participation of Management, including the Chief
  Executive Officer and Chief Financial Officer. Disclosure controls and
  procedures are defined in accordance with Rule 13a-15(e) under the Securities
  Exchange Act. Based on that evaluation, Management including the Chief
  Executive Officer and Chief Financial Officer, concluded that disclosure
  controls and procedures were effective as of March 31, 2005. There have been
  no changes in internal control during the quarter ending March 31, 2005, that
  have materially affected, or are reasonably likely to materially affect, the
  Company's internal control over financial reporting.

  Exhibit 31.1 and 31.2. You requested the titles be eliminated from
    the introductory paragraph of the Section 302 Certifications. We propose to
    amend the exhibits as follows:

  First sentence of Exhibit 31.1 Introductory paragraph will be revised
  to:

  I, Katie Winchester, certify that:

  First sentence of Exhibit 31.2 Introductory paragraph will be revised
  to:

  I, Laura Beth Butler, certify that:

As requested, we acknowledge the following:

  The Company is responsible for the adequacy and accuracy of the
    disclosures 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.

Upon your approval of the proposed changes included in this letter, we will
file amendments to our December 31, 2004 10-K and March 31, 2005 10-Q. Please
contact Laura Beth Butler at (731) 288-4850 if you have questions or need
additional information.

Very truly yours,

/s/ KATIE
WINCHESTER
/s/ LAURA BETH BUTLER

Katie
Winchester
Laura Beth Butler

Chief Executive
Officer
Chief Financial Officer