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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 H. Garner  entered  into an
addendum to the employment  agreement between the Registrant and James H. Garner
dated  August  17,  1998 that was  filed as  Exhibit  10(l) to the  Registrant's
Quarterly  Report on Form 10-Q for the quarter  ended  September  30, 1998.  The
addendum provides for the following - 1) upon Mr. Garner's death, the Registrant
will  make  a  cash  payment  of  $100,000  to  his  estate  or to a  designated
beneficiary,  and 2) upon Mr. Garner's  retirement and for as long as he and his
spouse  each  shall  live,  the  Registrant  will pay an amount  equal to Plan J
Medicare  supplement  payments  directly  to the  Garners  or will  make  Plan J
Medicare  supplement  payments directly to an insurance company on their behalf.
The above noted summary description of the addendum to the employment  agreement
is  qualified  in its  entirety  by  reference  to the  Addendum  to  Employment
Agreement filed as Exhibit 10(a) to this filing.

     Based on  consultations  with the  Registrant's  third-party  actuary,  the
immediate pretax accounting expense associated with providing the aforementioned
benefits is approximately $196,000,  which the Registrant will record as expense
in the second quarter of 2005.

Item 9.01  Financial Statements and Exhibits.

     (c)  Exhibits.  The Addendum to Employment  Agreement  dated April 26, 2005
between the  Registrant  and James H.  Garner 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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