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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):       November 29, 2004

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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

(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)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_|   Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)

|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)

|_|   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

|_|   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13a-4(c))

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                                  First Bancorp
                                      INDEX

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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 November 29, 2004             5


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Item 7.01 -- Regulation FD Disclosure

      On November 29, 2004, 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 January 25, 2005 to shareholders of record as of December 31, 2004.
The 17 cents per share dividend is the split-adjusted equivalent of the previous
dividend rate of 25 cents per share (rounded up to the nearest penny). On a
split-adjusted basis, the current dividend rate is an increase of 6.3% over the
dividend rate paid in the same period of 2003.

      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 November 29, 2004

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

           November 29, 2004                       By: /s/ James H. Garner
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                                                       James H. Garner
                                                       President and Chief
                                                       Executive Officer


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