content: <PAGE>1
                                
                      SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C.  20569
  
                                   FORM 8-K
  
                                CURRENT REPORT
  
                      Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
  
  Date of Report November 22, 1994        Commission File Number 2-83542
         (Date of earliest event reported)
  
  
  
                           FIRST CITIZENS BANCSHARES, INC.
               (Exact name of registrant as specified in its charter)
  
  
            TENNESSEE
  (State or other jurisdiction of                62-1180360
  incorporation or organization)        (I.R.S. Employer Identification No.)
  
  
  P. O. Box 370
  Court Street, Dyersburg, Tennessee                         38024
  (Address of Principal Executive Offices)                 (Zip Code) 
  
  
          Registrant's telephone number, including area code (901) 285-4410
  
  
  <PAGE>
       <PAGE 2>
  
  
  Item 4.  Changes in Registrant's Certifying Accountants.
  
  The firm of Carmichael, Enoch & Associates serves First 
  Citizens Bancshares, Inc. and First Citizens National Bank 
  as principal auditor.  Effective Monday, November 21, 1994 
  the name of the accounting firm will change to Carmichael & 
  Associates due to one of the partners' (Enoch) decision to
  form a separate firm.  The change has no affect to either 
  Bancshares or First Citizens since Mr.Carmichael, principal 
  partner in charge of Bank Audits will remain as principal 
  owner of the firm and will continue to serve as principal 
  auditor for Bancshares, and First Citizens.  CPA Carmichael 
  has served as principal auditor for First Citizens National 
  Bank and First Citizens Bancshares, Inc. since 1981 and  
  1986 respectively.  
  
  
  
                           SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange 
  Act of 1934, the registrant has duly caused this report to 
  be signed on its behalf by the undersigned hereunto duly 
  authorized.
  
                             FIRST CITIZENS BANCSHARES, INC.
  
  
  
                             ________________________________
                             Stallings Lipford, Chairman and
                             Chief Executive Officer
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text: 1
                                
                      SECURITIES AND EXCHANGE COMMISSION
  
                            Washington, D.C.  20569
  
                                   FORM 8-K
  
                                CURRENT REPORT
  
                      Pursuant to Section 13 or 15 (d) of
                      the Securities Exchange Act of 1934
  
  Date of Report November 22, 1994        Commission File Number 2-83542
         (Date of earliest event reported)
  
                           FIRST CITIZENS BANCSHARES, INC.
               (Exact name of registrant as specified in its charter)
  
            TENNESSEE
  (State or other jurisdiction of                62-1180360
  incorporation or organization)        (I.R.S. Employer Identification No.)
  
  P. O. Box 370
  Court Street, Dyersburg, Tennessee                         38024
  (Address of Principal Executive Offices)                 (Zip Code) 
  
          Registrant's telephone number, including area code (901) 285-4410
  Item 4.  Changes in Registrant's Certifying Accountants.
  
  The firm of Carmichael, Enoch & Associates serves First 
  Citizens Bancshares, Inc. and First Citizens National Bank 
  as principal auditor.  Effective Monday, November 21, 1994 
  the name of the accounting firm will change to Carmichael & 
  Associates due to one of the partners' (Enoch) decision to
  form a separate firm.  The change has no affect to either 
  Bancshares or First Citizens since Mr.Carmichael, principal 
  partner in charge of Bank Audits will remain as principal 
  owner of the firm and will continue to serve as principal 
  auditor for Bancshares, and First Citizens.  CPA Carmichael 
  has served as principal auditor for First Citizens National 
  Bank and First Citizens Bancshares, Inc. since 1981 and  
  1986 respectively.  
  
                           SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange 
  Act of 1934, the registrant has duly caused this report to 
  be signed on its behalf by the undersigned hereunto duly 
  authorized.
  
                             FIRST CITIZENS BANCSHARES, INC.
  
                             ________________________________
                             Stallings Lipford, Chairman and
                             Chief Executive Officer