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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                               450 Fifth Street NW
                             Washington, D.C. 29549

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                                    FORM 8-K

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                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported):  February 22, 2005

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                                  FIRST BANCORP
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             (Exact Name of Registrant as Specified in its Charter)

           North Carolina              0-15572              56-1421916
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    (State or Other Jurisdiction     (Commission         (I.R.S. Employer
         of Incorporation)           File Number)     Identification Number)

       341 North Main Street, Troy, North
                    Carolina                                   27371
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    (Address of Principal Executive Offices)                 (Zip Code)

                                 (910) 576-6171
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              (Registrant's telephone number, including area code)

                                 Not Applicable
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          (Former Name or Former Address, if changed since last report)



                                  First Bancorp
                                      INDEX

                                                                     PAGE
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Item 7.01 - Regulation FD Disclosure                                    3

Item 9.01 - Financial Statements and Exhibits                           3

Signatures                                                              4

Exhibit 99 (a) News Release dated February 22, 2005                     5

                                        2



Item 7.01 -- Regulation FD Disclosure

    On February 22, 2005, the Registrant issued a news release to announce that
its Board of Directors had declared a cash dividend of 17 cents per share
payable on April 25, 2005 to shareholders of record as of March 31, 2005.

    The news release is attached hereto as Exhibit 99(a) and is incorporated by
reference.

Item 9.01 - Financial Statements and Exhibits

    Exhibit 99(a) - News Release dated February 22, 2005

DISCLOSURES ABOUT FORWARD LOOKING STATEMENTS

    The discussions included in this document and its exhibits may contain
forward looking statements within the meaning of the Private Securities
Litigation Act of 1995, including Section 21E of the Securities Exchange Act of
1934 and Section 27A of the Securities Act of 1933. Such statements involve
known and unknown risks, uncertainties and other factors that may cause actual
results to differ materially. For the purposes of these discussions, any
statements that are not statements of historical fact may be deemed to be
forward looking statements. Such statements are often characterized by the use
of qualifying words such as "expects," "anticipates," "believes," "estimates,"
"plans," "projects," or other statements concerning opinions or judgments of the
Company and its management about future events. The accuracy of such forward
looking statements could be affected by such factors as, including but not
limited to, the financial success or changing conditions or strategies of the
Company's customers or vendors, fluctuations in interest rates, actions of
government regulators, the availability of capital and personnel or general
economic conditions.

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                                   Signatures

    Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       First Bancorp

       February 22, 2005               By: /s/ James H. Garner
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                                           James H. Garner
                                           President and Chief Executive Officer

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