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 *
WARLICK L D 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)
12/31/2005
(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 12/30/2005   J(1) 535 A $ 23.66 116,193 D  
Common Stock 10/17/2005(2)   J(3) 94.4165 (3) A $ 23.1145 (4) 2,926.1994 I Daughter - Laura
Common Stock 10/17/2005   J(3) 94.4165 (4) A $ 23.1145 (4) 2,926.1994 I Daughter - Sarah
Common Stock 10/17/2005   J(3) 50.7109 (4) A $ 23.1145 1,571.6612 I LD Warlick - Custodian Laura
Common Stock 10/17/2005   J(3) 50.7109 (4) A $ 23.1145 (4) 1,571.6612 I LD Warlick - Custodian Sarah
Common Stock             4,243 I MGGW Ltd. Partnership
Common Stock 10/17/2005   J(3) 47.482 (4) A $ 23.1145 (4) 1,471.5944 I Mollie - Custodian Laura
Common Stock 10/17/2005   J(3) 47.482 A $ 23.1145 1,471.5944 I Mollie - Custodian Sarah
Common Stock 01/18/2005   J(3) 85.0486 A $ 23.88 10,774.2982 I Mother - Mary
Common Stock 04/18/2005   J(3) 93.8185 A $ 21.82 10,868.1167 I Mother - Mary
Common Stock 07/18/2005   J(3) 85.7248 A $ 24.088 10,953.8415 I Mother - Mary
Common Stock 10/17/2005   J(3) 91.8055 A $ 22.67 11,045.647 I Mother - Mary
Common Stock 01/18/2005   J(3) 94.959 A $ 23.88 12,029.8109 I Spouse - Mollie
Common Stock 04/18/2005   J(3) 104.7507 A $ 2,182 12,134.5616 I Spouse - Mollie
Common Stock 07/18/2005   J(3) 95.7145 A $ 24.088 12,230.2761 I Spouse - Mollie
Common Stock 10/17/2005   J(3) 102.5033 A $ 22.67 12,332.7794 I Spouse - Mollie
Common Stock             6,807 I Spouse IRA - Mollie
Common Stock 01/18/2005   J(3) 97.9154 A $ 23.88 12,404.3502 I Warlick Funeral Home, Inc.
Common Stock 04/18/2005   J(3) 108.0124 A $ 21.82 12,512.3626 I Warlick Funeral Home, Inc.
Common Stock 07/18/2005   J(3) 98.6944 A $ 24.088 12,611.057 I Warlick Funeral Home, Inc.
Common Stock 10/17/2005   J(3) 105.6948 A $ 22.67 12,716.7518 I Warlick Funeral Home, Inc.

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               (5)   (5) Common Stock
37.903
  37.903
D
 
Stock Options (Right to buy) $ 15.75             (6) 01/17/2011 Common Stock
720
  720
D
 
Stock Options (Right to buy) $ 17.37             (7) 01/16/2012 Common Stock
2,500
  2,500
D
 
Stock Options (Right to buy) $ 18.81             (8) 01/22/2013 Common Stock
5,000
  5,000
D
 
Stock Options (Right to buy) $ 20.02             (9) 01/21/2014 Common Stock
1,800
  1,800
D
 
Stock Options (Right to buy) $ 23.66             (9) 01/19/2015 Common Stock
2,500
  2,500
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WARLICK L D JR
10200 DAVID TAYLOR DRIVE
CHARLOTTE, NC 28262-2373
  X      

Signatures

Robin S. Leslie, by Power of Attorney 02/09/2006
**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).
(3) Shares aquired under the First Charter Corporation dividend reinvestment plan since the date of the reporting person's last report.
(9) Options are exercisable in 5 equal yearly installments beginning one year after grant date.
(5) Non-Employee directors may withdraw common stock from the deferred comp plan the first day of the calendar month following retirement, death, or termination.
(7) 1,500 options currently exercisable. The remaining 1,000 options are exercisable in equal installments on 01/16/2005 and 01/16/2006
(2) DRP for 2006 received on 1-18-05 @ $23.88; 4-18-05 @ $21.82; 7-18-05 @ $24.088; and 10-17-05 @ $22.67
(6) 360 options currently exercisable. The remaining 360 options are exercisable on 01/17/2005.
(8) 1,666 options are currently exercisable. The remaining 3,334 options are exercisable in equal installments on 01/22/2005 and 01/22/2006
(1) Represents shares transferred from the Plan in the Trust Department to Reporting Person's Direct Shares Account
(4) DRP received on 1-18-05 @ $23.88; 4-18-05 @ $21.82; 7-18-05 @ $24.088; and 10-17-05 @ $22.67

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