Exhibit 31.2
CERTIFICATION PURSUANT TO
18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K/A of First Citizens Bancshares, Inc. (the "Company") for the
year ended December 31, 2004, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), each of the undersigned Chief Executive Officer and Chief Financial Officer of the Company, certifies to the best knowledge and belief of the signatory, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 that:

I, Laura Beth Butler, certify that:

1. I have reviewed this annual report on Form 10-K/A of First Citizens
  Bancshares, Inc.
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
  omit to state a material fact necessary to make the statements made, in light
  of the circumstances under which such statements were made, not misleading
  with respect to the period covered by this report;
3. Based on my knowledge, the
  financial statements and other financial information included in this report, fairly represent in all material respects the financial
  condition, results of operations and cash flows of Bancshares as of, and for,
  the periods presented in this report.
4. Bancshares other certifying
  officers and I are responsible for establishing and maintaining disclosure
  controls and procedures as defined in Exchange Act Rules 13a and 15d-114 for
  First Citizens Bancshares, Inc. and we have:Designed such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be designed under our supervision, to ensure that material information relating to
      Bancshares including its consolidated subsidiaries, is made known to us by
      others within those entities, particularly during the period in which this report is being
      prepared.
    Designed such internal control
      over financial reporting, or caused such internal control over financial
      reporting to be designed under our supervision, to provide reasonable
      assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;
    Evaluated the effectiveness of
      Bancshares' disclosure controls and procedures and presented in this report
      our conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and
    Disclosed in this report any
      change in Bancshares' internal control over financial reporting that
      occurred during the fourth quarter of 2004 that has materially affected,
      or is reasonably likely to materially affect Bancshares' internal control
      over financial reporting; and
5. Designed such disclosure
      controls and procedures, or caused such disclosure controls and procedures
      to be designed under our supervision, to ensure that material information relating to
      Bancshares including its consolidated subsidiaries, is made known to us by
      others within those entities, particularly during the period in which this report is being
      prepared.
6. Designed such internal control
      over financial reporting, or caused such internal control over financial
      reporting to be designed under our supervision, to provide reasonable
      assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;
7. Evaluated the effectiveness of
      Bancshares' disclosure controls and procedures and presented in this report
      our conclusions about the effectiveness of the disclosure controls and
      procedures, as of the end of the period covered by this report based on
      such evaluation; and
8. Disclosed in this report any
      change in Bancshares' internal control over financial reporting that
      occurred during the fourth quarter of 2004 that has materially affected,
      or is reasonably likely to materially affect Bancshares' internal control
      over financial reporting; and
9. Bancshares other certifying officers
  and I have disclosed, based on our most recent evaluation, to Bancshares
  auditors and the audit committee of Bancshares Board of Directors:All significant deficiencies in
      the design or operation of internal controls which could adversely affect
      Bancshares ability to record, process, summarize and report financial data
      and have identified for the Bancshares auditors any material weaknesses in
      internal controls; and
    Any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in Bancshares internal controls.
10. All significant deficiencies in
      the design or operation of internal controls which could adversely affect
      Bancshares ability to record, process, summarize and report financial data
      and have identified for the Bancshares auditors any material weaknesses in
      internal controls; and
11. Any fraud, whether or not
      material, that involves management or other employees who have a
      significant role in Bancshares internal controls.



/s/ Laura Beth Butler                                                                            
Chief Financial Officer

Date: July 27, 2005