Sec Form 4 Filing - HOLDING LEWIS R @ FIRST CITIZENS BANCSHARES INC /DE/ - 2009-05-28

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 LEWIS R 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) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) POST OFFICE BOX 29549 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2009 (Street) RALEIGH, NC27626 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 48,963 ( 1 ) I By spouse Class A Common Stock 25,129 ( 1 ) I By Adult Child Class A Common Stock 18,145 ( 2 ) I By Yadkin Valley Company Class A Common Stock 700 ( 2 ) I By Yadkin Valley Life Insurance Company Class A Common Stock 167,600 ( 2 ) I By First Citizens Bancorporation, Inc. Class A Common Stock 100,000 ( 2 ) I By Fidelity BancShares (N.C.), 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 B Common Stock 12,025 ( 1 ) I By spouse Class B Common Stock 175 ( 2 ) I By Yadkin Valley Life Insurance Company Class B Common Stock 45,900 ( 2 ) I By First Citizens Bancorporation, Inc. Class B Common Stock 22,619 ( 2 ) I By Southren BancShares (N.C.), Inc. Class B Common Stock 726 ( 1 ) I By Adult Child Class B Common Stock 1,725 ( 2 ) I By Yadkin Valley CompanyClass Class B Common Stock 217 ( 1 ) I By Trust for Sheppard K. Ames IV Class B Common Stock 106 ( 1 ) I By Trust for Carolyn R. Ames Class A Common Stock 284 ( 1 ) I By Trust for Carolyn R. Ames Class B Common Stock 31,469 D Class A Common Stock 173 ( 1 ) I By Trust for Shepard K. Ames Class A Common Stock 05/28/2009 S 2,670 D $ 124.05 ( 3 ) 541,232 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 LEWIS R POST OFFICE BOX 29549 RALEIGH, NC27626 X Signatures Lewis R. Holding, By: William R. Lathan, Jr., Attorney-in-Fact 06/01/2009 Signature of Reporting Person Date

Explanation of Responses:

( 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. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices reanging from $124.00 to $124.39, inclusive. The reporting person undertakes to provide First Citizens BancShares, Inc., any security holder of First Citizens BancShares, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote three to this Form 4.

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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