Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
JONES WALTER H JR
 2. Issuer Name and Ticker or Trading Symbol
FIRST CHARTER CORP /NC/ [FCTR] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

10200 DAVID TAYLOR DRIVE		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
(Street)


CHARLOTTE, NC 28262-2373		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 12/24/2003   G5 2,515.0988 D $ 19.9 7,815.2762 D  
Common Stock 12/15/2004   D(1) 5,206 D $ 27.37 7,841.9938 D  
Common Stock 12/24/2003   G5 593 D $ 19.9 7 I Spouse IRA - Margaret
Common Stock 12/24/2003   G5 879 D $ 19.9 25,669 I Spouse Street Name - Margaret
Common Stock 11/12/2004   G 405 D $ 27.3 25,264 I Spouse Street Name - Margaret
Common Stock 12/15/2004   J(1) 5,206 A $ 27.37 30,470 I Spouse Street Name - Margaret

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock               (3)   (3) Common Stock
11,130.181
  11,130.181
D
 
Stock Options (Right to buy) $ 15.75             (4) 01/17/2011 Common Stock
360
  360
D
 
Stock Options (Right to buy) $ 17.37             (5) 01/16/2012 Common Stock
1,400
  1,400
D
 
Stock Options (Right to buy) $ 18.81             (6) 01/22/2013 Common Stock
3,334
  3,334
D
 
Stock Options (Right to buy) $ 20.02             (7) 01/21/2014 Common Stock
1,800
  1,800
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
JONES WALTER H JR
10200 DAVID TAYLOR DRIVE
CHARLOTTE, NC 28262-2373		   X      

Signatures

Jan H. Hollar 02/14/2005
**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).
(7) Options are exercisable in 5 yearly installments beginning one year after grant date.
(3) Non-Employee directors may withdraw common stock from the deferred comp plan the first day of the calendar month following retirement, death, or termination.
(4) 1,440 options are currently exercisable. Remaining 360 options exercisable on 01/17/2005
(5) 2,100 options are currently exercisable. The remaining 1,400 options are exercisable in equal installments on 01/16/2005 and 01/16/2006
(1) Shares transfered from Direct to Indirect
(6) 1,666 options are currently exercisable. The remaining 3,334 options are exercisable in equal installments on 01/22/2005 and 01/22/2006
(2) One for One

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