SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K


                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934





         Date of Report (Date of earliest event reported): April 26, 2004

                        First Citizens BancShares, Inc.
                        -------------------------------
            (Exact name of registrant as specified in its charter)


       Delaware                    0-16471                    56-1528994
-------------------------------------------------------------------------------
(State or other jurisdiction  (Commission         (IRS Employer Identification
      of incorporation)        File Number)                   Number)


3128 Smoketree Court; Raleigh, North Carolina                    27604
-------------------------------------------------------------------------------
(Addreess of principal exectuive offices)                       (Zip Code)


Registrant's phone number including area code:        919-716-7000
                                                 ------------------------------
Item 7.       Financial Statements and Exhibits.

(c)      Exhibits.   The following exhibit is being filed with this Report:

Exhibit No.      Exhibit Description
-----------      -------------------
    99           Copy of press release dated April 26, 2004



Item 9.  Regulation FD Disclosure (Being furnished under both Item 9 and
         Item 12).

     On April 26, 2004,  Registrant  announced its results of operations
for the quarter ended March 31, 2004. A copy of  Registrant's  press release
issued this date is attached as Exhibit 99 to this Report and is  incorporated
by reference into this Report.

                  Disclosures About Forward Looking Statements

The discussions included in this Report and its exhibits may contain forward
looking statements within the meaning of the Private Securities Litigation Act
of 1995, including Section 21E of the Securities Exchange Act of 1934 and
Section 27A of the Securities Act of 1933. Such statements involve known and
unknown risks, uncertainties and other factors that may cause actual results to
differ materially. For the purposes of these discussions, any statements that
are not statements of historical fact may be deemed to be forward looking
statements. Such statements are often characterized by the use of qualifying
words such as "expects," "anticipates," "believes," "estimates," "plans,"
"projects," or other statements concerning opinions or judgments of the
Registrant and its management about future events. The accuracy of such forward
looking statements could be affected by such factors as, including but not
limited to, the financial success or changing conditions or strategies of the
Registrant's customers or vendors, fluctuations in interest rates, actions of
government regulators, the availability of capital and personnel or general
economic conditions.

                                   SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, Registrant has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                             First Citizens BancShares, Inc.
                                             -------------------------------
                                                    (Registrant)

Date:   April 26, 2004                         By: /S/Kenneth A. Black
                                                 ---------------------------
                                                  Kenneth A.Black
                                                  Vice President




Exhibit 99
4/26/2004


For Immediate Release                         Contact:     Barbara Thompson
April 26, 2004                                             First Citizens Bank
                                                           (919) 716-2716


             FIRST CITIZENS REPORTS EARNINGS FOR FIRST QUARTER 2004

RALEIGH, N.C. - First Citizens BancShares Inc. (Nasdaq:  FCNCA) reports earnings
for the  quarter  ending  March 31,  2004,  of $17.3  million  compared to $18.3
million  for the  corresponding  period  of 2003,  a  decrease  of 5.3  percent,
according to Lewis R. Holding, chairman of the board.

Per share income for the first quarter 2004 totaled $1.66  compared to $1.75 for
the same period a year ago. First Citizens' current quarter results generated an
annualized  return on average assets of 0.56 percent and an annualized return on
average equity of 6.72 percent,  compared to respective  returns of 0.62 percent
and 7.61 percent for the same period of 2003.

The decline in net income for the first quarter resulted from higher noninterest
expense and  provision  for loan  losses,  partially  offset by increases in net
interest and noninterest  income.  Noninterest expense was $118.9 million during
the first  quarter of 2004,  an increase  of $8.0  million or 7.2  percent.  The
continued   growth  and   expansion  of  the  IronStone   Bank  branch   network
significantly  impacted  the rate of increase in  noninterest  expenses.  Salary
expense  increased  $2.9  million or 6.1  percent  over the same period of 2003,
while  occupancy  expense grew $1.1  million or 10.7  percent  over 2003.  Other
expenses increased $2.1 million or 7.3 percent as compared to the same period of
2003, due primarily to higher cardholder processing costs.


Net interest  income  increased $3.6 million or 4.0 percent from the same period
of 2003, due to strong growth in loan demand throughout First Citizens' markets.
Gross loans increased  $290.4 million or 3.5 percent during the first quarter of
2004  and  $912.5  million  or  11.8  percent  since  March  31,  2003.  Average
interest-earning  assets  increased $397.7 million or 3.7 percent from the first
quarter of 2003 to the first quarter of 2004.

The  taxable-equivalent  yield on interest earning assets fell from 4.95 percent
during the first  quarter of 2003 to 4.47  percent  during the first  quarter of
2004, a 48 basis point reduction. The lower asset yields resulted from continued
repricing of loans to current market rates. Offsetting the yield reduction,  the
rate on total  interest-bearing  liabilities  fell from 1.86 percent  during the
first quarter of 2003 to 1.36 percent during the same period of 2004, a 50 basis
point reduction. The taxable-equivalent net yield stabilized during the past two
quarters due to renewed loan growth. Noninterest income was $61.5 million during
the first quarter of 2004, a $5.5 million or 9.8 percent  increase over the same
period of 2003. The 2004 increase  includes a $2.8 million  increase in gains on
securities transactions.  Cardholder and merchant services income increased $1.7
million or 14.1 percent during 2004. Growth was also noted in service-charge and
trust income.

The provision for loan losses was $7.8 million during the first quarter of 2004,
an increase of $2.3 million or 41.1  percent  over the same period of 2003.  The
higher  provision  for loan losses  resulted from  reserves  established  due to
growth in the loan portfolio and higher net charge-offs.  Net charge-offs during
the first quarter of 2004 totaled $5.2 million  compared to $4.7 million  during
the first  quarter of 2003.  Net  charge-offs  in both  periods  represent  0.25
percent of average loans. As of March 31, 2004,  First Citizens had total assets
of $12.71 billion. Two of BancShares' major subsidiaries are First Citizens Bank
with 337 branches in North Carolina,  Virginia and West Virginia,  and IronStone
Bank with 45 branches in Florida,  Georgia,  Texas, Arizona and California.  For
more information, visit the First Citizens web site at firstcitizens.com.
                                      ###




This news  release may  contain  forward-looking  statements.  A  discussion  of
factors that could cause First  Citizens'  actual  results to differ  materially
from those  expressed in such  forward-looking  statements  is included in First
Citizens' filings with the SEC.




CONDENSED STATEMENTS OF INCOME
                                                                                         Three Months Ended March 31
(thousands, except share data; unaudited)                                                      2004             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                     
Interest income                                                                           $ 123,694        $ 131,074
Interest expense                                                                             31,227           42,158
-------------------------------------------------------------------------------------------------------------------------
Net interest income                                                                          92,467           88,916
Provision for loan losses                                                                     7,847            5,563
-------------------------------------------------------------------------------------------------------------------------
Net interest income after provision for loan losses                                          84,620           83,353
Noninterest income                                                                           61,543           56,049
Noninterest expense                                                                         118,896          110,944
-------------------------------------------------------------------------------------------------------------------------
Income before income taxes                                                                   27,267           28,458
Income taxes                                                                                  9,936           10,164
=========================================================================================================================
Net income                                                                                 $ 17,331         $ 18,294
=========================================================================================================================
Taxable-equivalent net interest income                                                     $ 92,758         $ 89,200
=========================================================================================================================
Net income per share                                                                         $ 1.66           $ 1.75
Cash dividends per share                                                                      0.275            0.275
-------------------------------------------------------------------------------------------------------------------------
Profitability Information (annualized)
Return on average assets                                                                       0.56 %           0.62 %
Return on average equity                                                                       6.72             7.61
Taxable-equivalent net yield on interest-earning assets                                        3.35             3.37
-------------------------------------------------------------------------------------------------------------------------






CONDENSED BALANCE SHEETS
                                                                         March 31       December 31         March 31
(thousands, except share data; unaudited)                                    2004              2003             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                               
Cash and due from banks                                                 $ 639,658         $ 790,168        $ 753,578
Investment securities                                                   2,150,738         2,469,447        2,362,130
Loans                                                                   8,616,987         8,326,598        7,704,492
Reserve for loan losses                                                  (121,957)         (119,357)        (113,382)
Other assets                                                            1,421,529         1,093,052        1,681,923
-------------------------------------------------------------------------------------------------------------------------
Total assets                                                          $12,706,955       $12,559,908      $12,388,741
=========================================================================================================================

Deposits                                                              $10,795,536       $10,711,332      $10,594,380
Other liabilities                                                         864,336           819,271          810,726
Shareholders' equity                                                    1,047,083         1,029,305          983,635
-------------------------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity                            $12,706,955       $12,559,908      $12,388,741
=========================================================================================================================
Book value per share                                                     $ 100.33           $ 98.63          $ 93.95
Tangible book value per share                                               89.25             87.56            83.39
-------------------------------------------------------------------------------------------------------------------------







 SELECTED AVERAGE BALANCES
                                                                                         Three Months Ended March 31
(thousands, except shares outstanding; unaudited)                                              2004             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Total assets                                                                            $12,508,227      $12,054,717
Investment securities                                                                     2,340,956        2,476,426
Loans                                                                                     8,454,599        7,642,673
Interest-earning assets                                                                  11,138,812       10,741,160
Deposits                                                                                 10,634,865       10,283,143
Interest-bearing liabilities                                                              9,210,244        9,173,567
Shareholders' equity                                                                      1,037,260          974,900
Shares outstanding                                                                       10,436,345       10,472,065
-------------------------------------------------------------------------------------------------------------------------




 ASSET QUALITY
                                                                         March 31      December 31          March 31
(dollars in thousands; unaudited)                                            2004              2003             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                   
Nonaccrual loans                                                         $ 13,969          $ 18,190         $ 16,988
Other real estate                                                           6,202             5,949            8,155
=========================================================================================================================
Total nonperforming assets                                               $ 20,171          $ 24,139         $ 25,143
=========================================================================================================================
Accruing loans 90 days or more past due                                  $ 16,220          $ 11,492          $ 7,349
Nonperforming assets to gross loans plus other real estate                   0.23%             0.29%            0.33%
Reserve for loan losses to gross loans                                       1.42              1.43             1.47
Net charge-offs to average total loans (annualized)                          0.25              0.23             0.25
-------------------------------------------------------------------------------------------------------------------------




CAPITAL INFORMATION
                                                                         March 31       December 31         March 31
(dollars in thousands; unaudited)                                            2004              2003             2003
-------------------------------------------------------------------------------------------------------------------------
                                                                                                 
Tier 1 capital                                                        $ 1,167,526       $ 1,152,309      $ 1,112,607
Total capital                                                           1,292,265         1,273,657        1,222,490
Risk-weighted assets                                                    9,257,813         8,951,402        8,275,456
Tier 1 capital ratio                                                        12.61%            12.87%           13.44%
Total capital ratio                                                         13.96             14.23            14.77
Leverage capital ratio                                                       9.42              9.34             9.30
-------------------------------------------------------------------------------------------------------------------------