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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(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)
Code V Amount (A) or (D) Price
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

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
 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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