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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):       April 26, 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)


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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 240.13e-4(c))


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                                  First Bancorp
                                      INDEX

                                                                     Page
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Item 1.01 - Entry Into a Material Definitive Agreement                   3

Item 9.01 - Financial Statements and Exhibits                            3

Signatures                                                               4

Exhibit 10 (a) Amendment to Employment Agreement                    Exhibit


                                        2

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Item 1.01 - Entry Into a Material Definitive Agreement

     On April 26, 2005,  the  Registrant  and James G. Hudson,  Jr.  amended the
employment  agreement between the Registrant and James G. Hudson,  Jr. dated May
17, 2001 that was filed as Exhibit 10(p) to the Company's  Annual Report on Form
10-K for the year  ended  December  31,  2001.  The  significant  changes to the
aforementioned employment agreement are as follows - 1) the contract term is for
three  years and does not  automatically  renew for an  additional  year on each
anniversary  date as the original  agreement  provided for, 2) under the amended
contract,  James G. Hudson is only required to work  approximately  20 hours per
week compared to a full time work schedule under the original  contract,  3) the
base salary under the amended  contract is set at $78,500 per year compared to a
base salary of no less than $135,000 under the terms of the original  agreement,
and 4) James G. Hudson, Jr. is no longer eligible for bonuses in accordance with
the  Registrant's  Management  Incentive  Plan.  The above noted  summary of the
amendments to the employment agreement is qualified in its entirety by reference
to the Amendment to Employment Agreement filed as Exhibit 10(a) to this filing.

Item 9.01  Financial Statements and Exhibits.

     (c) Exhibits.  The Amendment to Employment  Agreement  dated April 26, 2005
between the  Registrant  and James G. Hudson,  Jr. is filed as Exhibit  10(a) to
this report.


                                        3

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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


April 26, 2005                       By:   /s/ James H. Garner
                                           -------------------------------------
                                           James H. Garner
                                           President and Chief Executive Officer


                                        4

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