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 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. Date of Earliest Transaction (Month/Day/Year) 03/07/2006 (Street) CHARLOTTE, NC 28262-2373 4. If Amendment, Date Original Filed(Month/Day/Year) 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 (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 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 Common Stock               7,636.9749 D   Common Stock               7 I Spouse IRA - Margaret Common Stock               33,343 I Spouse Street Name - Margaret

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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 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

Phantom Stock

(1)

03/07/2006

A

374.726

(2)

(2)

Common Stock

374.726

$ 24

13,187.7

D

Stock Options (Right to buy)

$ 17.37

(3)

01/16/2012

Common Stock

700

700

D

Stock Options (Right to buy)

$ 18.81

(4)

01/22/2013

Common Stock

1,667

1,667

D

Stock Options (Right to buy)

$ 20.02

(5)

01/21/2014

Common Stock

1,440

1,440

D

Stock Options (Right to buy)

$ 23.66

(5)

01/19/2015

Common Stock

2,500

2,500

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

Robin S. Leslie, by Power of Attorney		03/08/2006
**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).
(5)	Options are exercisable in 5 equal yearly installments beginning one year after grant date.
(3)	The remaining 700 options become exercisable on 1-16-2006.
(2)	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)	The remaining 1,667 options become exercisable on 01/22/2006.
(1)	One for One

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