Edgar Filing: FIRST CITIZENS BANCSHARES INC /DE/

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HOLDING FRANK B

2. Issuer Name and Ticker or Trading Symbol
FIRST CITIZENS BANCSHARES INC /DE/ [FCNCA]

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

__X__ Director	__X__ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive Vice Chairman

(Last)

(First)

(Middle)

POST OFFICE BOX 1377

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2008

(Street)

SMITHFIELD, NC 27577

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								382,953	D
Class A Common Stock								240,836 ⁽¹⁾	I	By adult children and their spouses and children
Class A Common Stock								26,430 ⁽¹⁾	I	By trust for adult children
Class A Common Stock								8,214 ⁽²⁾	I	By Twin States Farming, Inc.
Class A Common Stock								167,600 ⁽²⁾	I	By First Citizens Bancorporation, Inc.
Class A Common Stock								28,628 ⁽²⁾	I	By Heritage BancShares, Inc. and subsidiary
Class A Common Stock								100,000 ⁽²⁾	I	By Fidelity BancShares, Inc.
Class A Common Stock								46,699 ⁽²⁾	I	By Southern BancShares(N.C.), Inc.
Class A Common Stock								46,000 ⁽²⁾	I	By Southern Bank and Trust Company
Class A Common Stock								54,000 ⁽²⁾	I	By Goshen, Inc.
Class A Common Stock								616 ⁽²⁾	I	By E&F Properties, Inc.
Class B Common Stock								552,806 ⁽¹⁾	I	By adult children and their spouses and children
Class B Common Stock								45,900 ⁽²⁾	I	By First Citizens Bancorporation, Inc.
Class B Common Stock								22,619 ⁽²⁾	I	By Southern BancShares (N.C.), Inc.
Class B Common Stock								6,175 ⁽¹⁾	I	By trust for adult children
Class B Common Stock								1,355 ⁽²⁾	I	By Twin States Farming, Inc.
Class B Common Stock								100 ⁽²⁾	I	By E&F Properties, Inc.
Class B Common Stock								21,423	D
Class A Common Stock								861 ⁽¹⁾	I	By spouse
Class A Common Stock								1,215,700	I	By spouse GRAT
Class A Common Stock	11/20/2008		P		25	A	$ 146.5	177,937	I	By F. Holding GRAT
Class B Common Stock	11/20/2008		P		100	A	$ 152	11,010 ⁽¹⁾	I	By spouse
Class B Common Stock	11/20/2008		P		35	A	$ 152	11,045 ⁽¹⁾	I	By spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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. Conversion or Exercise Price of Derivative 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 and Expiration Date
(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. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

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

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HOLDING FRANK B POST OFFICE BOX 1377 SMITHFIELD, NC 27577	X	X	Executive Vice Chairman

Signatures

Frank B. Holding, By: William R. Lathan, Jr., Attorney-in-Fact		11/24/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	The reporting person is a director, officer and/or principal shareholder of the companies that own these shares, but he disclaims beneficial ownership of the listed shares except to the extent of his pecuniary interest therein.

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