SEC Form 4
FORM 4

[  ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Holding, Frank B.

(Last)                      (First)                      (Middle)
Post office Box 1377

(Street)
Smithfield,    NC   27577

(City)                      (State)                      (Zip)

2. Issuer Name
and Ticker or Trading Symbol

First Citizens BancShares, Inc.
FCNCA

3. I.R.S. Identification
    Number of Reporting
    Person, if an entity
    (voluntary)
4. Statement for
    (Month/Day/Year

05/01/2003


5. If Amendment,
    Date of Original
    (Month/Day/Year)

6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X Director   X 10% Owner
X Officer (give title below)        Other (specify below)

Description           Vice Chairman

7. Individual or Joint/Group
    Filing (Check Applicable Line)

X   Form filed by One Reporting Person
     Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security
    (Instr. 3)

2.Transaction
Date
(Month/Day/Year)
2A. Deemed Execution Date, if any
(Month/Day/Year)
3. Transaction
    Code
    (Instr. 8)
4. Securities Acquired (A) or Disposed Of (D)
    (Instr. 3, 4, and 5)
5. Amount of
    Securities
    Beneficially
    Owned Following
    Reported Transaction(s)

    (Instr. 3 and 4)
6. Owner-
    ship
    Form:
    Direct (D)
    or
    Indirect (I)

    (Instr. 4)
7. Nature of
     Indirect
     Beneficial
     Ownership

    (Instr. 4)
Code
V
Amount
A/D
Price
Class A Common Stock
$
1,633,003
D
Class A Common Stock
$
119,808
I
By spouse
Class A Common Stock
03/11/2003
P
10
A
$94.00
44,235
I (a)
By adult daughter (Olivia)
Class A Common Stock
04/09/2003
P
100
A
$95.08
46,804
I (a)
By adult daughter (Carson) and her children
Class A Common Stock
$
45,632
I (a)
By adult daughter (Claire)
Class A Common Stock
$
30,057
I (a)
By adult daughter (Hope)
Class A Common Stock
$
63,009
I (a)
By adult son (Frank, Jr.) and his children
Class A Common Stock
$
3,846
I (a)
By son-in-law (John) and his children
Class A Common Stock
$
5,500
I (a)
By daughter-in-law (Ruth)
Class A Common Stock
$
1,645
I (a)
By son-in-law (Peter) and his children
Class A Common Stock
$
100,000
I (b)
By Fidelity BancShares (N.C.), Inc.
Class A Common Stock
$
167,600
I (b)
By First Citizens Bancorporation of SC
Class A Common Stock
$
46,000
I (b)
By Southern Bank and Trust Company
Class A Common Stock
$
24,584
I (b)
By Southern BancShares (N.C.), Inc.
Class A Common Stock
$
54,000
I (b)
By Goshen, Inc.
Class A Common Stock
$
28,628
I (b)
By The Heritage Bank
Class A Common Stock
8,077
I (b)
By Twin States Farming
Class A Common Stock
$
26,430
I (a)
By trusts for adult children
Class B Common Stock
04/09/2003
P
25
A
$93.08
102,817
I (a)
By adult daughter (Olivia)
Class B Common Stock
$
99,635
I (a)
By adult daughter (Carson)
Class B Common Stock
$
73,652
I (a)
By adult daughter (Claire)
Class B Common Stock
$
90,859
I (a)
By adult daughter (Hope)
Class B Common Stock
$
16,893
I (a)
By son-in-law (John) and his children
Class B Common Stock
$
25,910
I (a)
By son-in-law (Peter) and his children
Class B Common Stock
$
650
I (a)
By adult daugter-in-law (Ruth)
Class B Common Stock
$
128,523
I (a)
By adult son (Frank, Jr.) and his children
Class B Common Stock
$
45,900
I (b)
By First Citizens Bancorporation of SC
Class B Common Stock
$
22,219
I (b)
By Southern BancShares (N.C.), Inc.
Class B Common Stock
$
1,225
I (b)
By Twin States Farming
Class B Common Stock
$
6,175
I (a)
By trusts for adult children


Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
    (Instr. 3)
2. Conver-
    sion or
    Exercise
    Price of
    Deri-
    vative
    Security
3. Transaction Date

(Month/
Day/
Year)
3A. Deemed Execution Date, if any

(Month/
Day/
Year)
4. Transaction Code
    (Instr.8)
5. Number of Derivative
    Securities Acquired (A)
    or Disposed Of (D)

    (Instr. 3, 4 and 5)
6. Date Exercisable(DE) and
    Expiration Date(ED)
    (Month/Day/Year)
7. Title and Amount of
    Underlying Securities
    (Instr. 3 and 4)
8. Price
    of
    Derivative
    Security
    (Instr.5)
9. Number of
    Derivative
    Securities
    Beneficially
    Owned
    Following
    Reported
    Transaction(s)
    (Instr.4)
10. Owner-
ship
Form of
Deriv-
ative
Securities:
Direct (D)
or
Indirect (I)

(Instr.4)
11. Nature of
      Indirect
      Beneficial
      Ownership
      (Instr.4)
Code
V
A
D
DE
ED
Title
Amount or Number of Shares

Explanation of Responses:

 
(a) The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934 or for any other purpose.
(b) The reporting person is a director, officer and/or principal shareholder of the named company, but disclaims beneficial ownership of the listed shares except to the extent of his pecuniary interest therein.
By: Date:
/s/ Frank B. Holding, /s/By: William R. Lathan, Jr. 05/01/2003
** Signature of Reporting Person
SEC 1474 (9-02)


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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