Registration No. 333-______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                                  FIRST BANCORP
             (Exact name of registrant, as specified in its charter)

    North Carolina                                         56-1421916
    ---------------                                   --------------------
(State or other jurisdiction of                       (I.R.S. Employer)
incorporation or organization)                         Identification No.)


      341 North Main Street, P.O. Box 508, Troy, North Carolina 27371-0508
      --------------------------------------------------------------------
                    (Address of Principal Executive Offices)



                     First Bancorp Century Stock Option Plan
                            (Full Title of the Plan)
                           ---------------------------


                                 James H. Garner
                      President and Chief Executive Officer
                              341 North Main Street
                               Post Office Box 508
                         Troy, North Carolina 27371-0508
                     (Name and Address of Agent For Service)

                                 (910) 576-6171
          (Telephone Number, Including Area Code, of Agent For Service)
                           ---------------------------


                                    Copy to:
                             Henry H. Ralston, Esq.
                        Robinson, Bradshaw & Hinson, P.A.
                             101 North Tryon Street
                                   Suite 1900
                         Charlotte, North Carolina 28246
                                 (704) 378-4000


<PAGE>

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=======================================================================================================================

Title of Each Class of Securities      Amount To Be       Proposed Maximum      Proposed Maximum         Amount Of
         To Be Registered              Registered (1)     Offering Price Per    Aggregate Offering    Registration Fee
                                                              Unit (2)                 Price
-----------------------------------------------------------------------------------------------------------------------
<S>                                       <C>                   <C>                 <C>                    <C>
Common Stock, no par value,
issuable under the First
Bancorp Century Stock
Option Plan                               18,656                $15.33              $285,996.48            $71.50

=======================================================================================================================
</TABLE>

 (1) Represents the number of unexercised options outstanding under the plan,
which was assumed in connection with the merger of Century Bancorp, Inc. into
the Registrant, multiplied by an exchange ratio of 1.3333 as set forth in the
merger agreement for such merger. Pursuant to Rule 416 under the Securities Act
of 1933, this registration statement also relates to an indeterminate number of
additional shares of Common Stock issuable with respect to the shares registered
hereunder in the event of a stock split, stock dividend or other similar
transaction.

(2) Represents the original exercise price of all unexercised options
outstanding under the plan assumed in connection with the merger of Century
Bancorp, Inc. into the Registrant, divided by the exchange ratio of 1.3333 as
set forth in the merger agreement for such merger, resulting in the new exercise
price.



<PAGE>

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

               The following documents are incorporated by reference into this
registration statement:

         (a) The Registrant's  Registration Statement on Form S-4 filed with the
Securities and Exchange  Commission  (the  "Commission")  on March 15, 2001, and
Amendment No. 1 thereto filed with the Commission on April 18, 2001;

         (b) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 2000;

         (c) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended March 31, 2000;

         (d)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on October 20, 2000;

         (e)  The  description  of the  Shares  contained  in  the  Registrant's
registration  statement filed under the Exchange Act on Form 8-A,  including any
amendment or report filed for the purpose of updating such description;

         (f)  All  documents  subsequently  filed  by the  Registrant  with  the
Commission  pursuant to Section 13(a),  13(c),  14 and 15(d) of the Exchange Act
after  the date of this  registration  statement  and  prior to the  filing of a
post-effective   amendment  indicating  that  all  securities  offered  by  this
registration  statement have been sold or which  deregisters all securities then
remaining unsold; and

         (g) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since the end of its latest fiscal year.


Item 6.   Indemnification of Directors and Officers.

               Section 55-2-02 of the North Carolina Business Corporation Act
(the "Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Registrant's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.

               Sections 55-8-50 through 55-8-58 of the Business Corporation Act
permit a corporation to indemnify its directors, officers, employees or agents
under either or both a statutory or nonstatutory scheme of indemnification.
Under the statutory scheme, a corporation may, with certain exceptions,
indemnify a director, officer, employee or agent of the corporation who was, is,
or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, agent or employee of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to

                                       3

<PAGE>

an employee benefit plan) or reasonable expenses incurred in connection with a
proceeding (including counsel fees), but no such indemnification may be granted
unless such director, officer, employee or agent (i) conducted himself in good
faith, (ii) reasonably believed (1) that any action taken in his official
capacity with the corporation was in the best interests of the corporation or
(2) that in all other cases his conduct was not opposed to the corporation's
best interests, and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Whether a director has met
the requisite standard of conduct for the type of indemnification set forth
above is determined by the board of directors, a committee of directors, special
legal counsel or the shareholders in accordance with Section 55-8-55 of the
Business Corporation Act. A corporation may not indemnify a director under the
statutory scheme in connection with a proceeding by or in the right of the
corporation in which a director was adjudged liable to the corporation or in
connection with any other proceeding in which a director was adjudged liable on
the basis of having received an improper personal benefit.

               In addition to, and notwithstanding the conditions of and
limitations on, the indemnification described above under the statutory scheme,
Section 55-8-57 of the Business Corporation Act permits a corporation to
indemnify, or agree to indemnify, any of its directors, officers, employees or
agents against liability and expenses (including counsel fees) in any proceeding
(including proceedings brought by or on behalf of the corporation) arising out
of their status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person to be clearly in conflict with the best
interests of the corporation. The Registrant's bylaws provide for
indemnification to the fullest extent permitted under the Business Corporation
Act, and the Registrant has separate indemnification agreements with various
current and past directors and officers.

               Because of its agreements to indemnify, the Registrant may
indemnify its directors, officers, employees and agents in accordance with
either the statutory or nonstatutory standard. Sections 55-8-52 and 55-8-56 of
the Business Corporation Act require a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or officer who has been
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which such director or officer was, or was threatened to be, made a party
because he is or was a director or officer of the corporation. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification as provided in Sections 55-8-54 and 55-8-56 of the Business
Corporation Act.

               Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such a person, whether or
not the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The Registrant has purchased and maintains such
insurance.

                                       4

<PAGE>



Item 8.  Exhibits.

    Exhibit Number                   Description
    --------------                   -----------

        4.1      Form of common stock certificate, filed as Exhibit 4 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999, is incorporated herein by reference.
        4.2      Articles IV and V of the Articles of Incorporation of the
                 Registrant, included in Exhibit 3(a) to the Registrant's
                 registration statement number 33-12692, is incorporated herein
                 by reference.
        4.3      Amendment to Articles of Incorporation of the Registrant,
                 adding a new Article X, filed as Exhibit 3.a.iii to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999, is incorporated herein by reference.
        4.4      Amendment to Article IV of Articles of Incorporation of the
                 Registrant, filed as Exhibit 3.a.iv to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended June 30,
                 1999, is incorporated herein by reference.
        5.1      Opinion of Robinson, Bradshaw & Hinson, P.A.
        23.1     Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                 Exhibit 5.1).
        23.2     Consent of KPMG LLP.
        24.1     Powers of Attorney (included on signature page to this
                 registration statement).


Item 9.  Undertakings.

        (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (i)   to include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933, as amended (the "Securities
                      Act");

                (ii)  to reflect in the prospectus any facts or events arising
                      after the effective date of this registration statement
                      (or the most recent post-effective amendment hereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      registration statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20% change in the maximum aggregate offering
                      price set forth in the "Calculation of Registration Fee"
                      table in the effective registration statement; and

                (iii) to include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      registration statement or any material change to such
                      information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or

                                       5

<PAGE>

furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

           (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.


                                       6

<PAGE>





                                   SIGNATURES

               Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of North Carolina on the 17th day of
July, 2001.

                                      First Bancorp

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


                                POWER OF ATTORNEY

         Each of the undersigned hereby constitutes and appoints James H.
Garner, Anna G. Hollers and Eric P. Credle, and each of them, with full power to
act without the other and with full power of substitution and resubstitution,
his true and lawful attorneys-in-fact and agents, for him and in his name,
place, and stead, in any and all capacities, to sign on his behalf any and all
amendments (including post-effective amendments and amendments thereto) to this
registration statement and any related registration statement (and any
amendments thereto) filed pursuant to Rule 462(b) under the Securities Act, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, and grants unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully as to all intents and purposes as he might or could do in person, and
hereby ratifies and confirms all that such attorneys-in-fact or agents, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated on the 17th day of July, 2001.


/s/ James H. Garner                                  /s/ Anna G. Hollers
-------------------                                  -------------------
James H. Garner                                      Anna G. Hollers
President, Chief Executive Officer and               Executive Vice President
Director (Principal Executive Officer)               and Secretary

/s/ Eric P. Credle
------------------
Eric P. Credle
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

/s/ Jack D. Briggs                                   /s/ Thomas F. Phillips
------------------                                   ----------------------
Jack D. Briggs                                       Thomas F. Phillips
Director                                             Director

/s/ H. David Bruton, M.D.                            /s/ William E. Samuels
-------------------------                            ----------------------
H. David Bruton, M.D.                                William E. Samuels
Director                                             Director

/s/ David L. Burns                                   /s/ Edward T. Taws
------------------                                   ------------------
David L. Burns                                       Edward T. Taws
Director                                             Director

/s/ John F. Burns                                    /s/ Frederick H. Taylor
-----------------                                    -----------------------
John F. Burns                                        Frederick H. Taylor
Director                                             Director

/s/ Felton J. Capel                                  /s/ Virginia C. Thomasson
-------------------                                  -------------------------
Felton J. Capel                                      Virginia C. Thomasson
Director                                             Director

/s/ Jesse S. Capel                                   /s/ Goldie H. Wallace
 -----------------                                   ---------------------
Jesse S. Capel                                       Goldie H. Wallace
Chairman of the Board                                Director
Director

/s/ Frank G. Hardister                               /s/ A. Jordan Washburn
----------------------                               ----------------------
Frank G. Hardister                                   A. Jordan Washburn
Director                                             Director

                                                     /s/ Dennis A. Wicker
------------------------                             --------------------
James G. Hudson, Jr.                                 Dennis A. Wicker
Director                                             Director

/s/ George R. Perkins, Jr.                           /s/ John C. Willis
--------------------------                           ------------------
George R. Perkins, Jr.                               John C. Willis
Director                                             Director



                                       7
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{"company-data": {"conformed-name": "FIRST BANCORP /NC/", "cik": "0000811589", "assigned-sic": "6022", "irs-number": "561421916", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65296", "film-number": "1683532"}, "business-address": {"street1": "341 NORTH MAIN ST", "street2": "PO BOX 508", "city": "TROY", "state": "NC", "zip": "27371-0508", "phone": "9105766171"}}
Registration No. 333-______________

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              ---------------------

                                    Form S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                              ---------------------

                                  FIRST BANCORP
             (Exact name of registrant, as specified in its charter)

    North Carolina                                         56-1421916
    ---------------                                   --------------------
(State or other jurisdiction of                       (I.R.S. Employer)
incorporation or organization)                         Identification No.)

      341 North Main Street, P.O. Box 508, Troy, North Carolina 27371-0508
      --------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                     First Bancorp Century Stock Option Plan
                            (Full Title of the Plan)
                           ---------------------------

                                 James H. Garner
                      President and Chief Executive Officer
                              341 North Main Street
                               Post Office Box 508
                         Troy, North Carolina 27371-0508
                     (Name and Address of Agent For Service)

                                 (910) 576-6171
          (Telephone Number, Including Area Code, of Agent For Service)
                           ---------------------------

                                    Copy to:
                             Henry H. Ralston, Esq.
                        Robinson, Bradshaw & Hinson, P.A.
                             101 North Tryon Street
                                   Suite 1900
                         Charlotte, North Carolina 28246
                                 (704) 378-4000
CALCULATION OF REGISTRATION FEE
=======================================================================================================================

Title of Each Class of Securities      Amount To Be       Proposed Maximum      Proposed Maximum         Amount Of
         To Be Registered              Registered (1)     Offering Price Per    Aggregate Offering    Registration Fee
                                                              Unit (2)                 Price
-----------------------------------------------------------------------------------------------------------------------
Common Stock, no par value,
issuable under the First
Bancorp Century Stock
Option Plan                               18,656                $15.33              $285,996.48            $71.50

=======================================================================================================================
(1) Represents the number of unexercised options outstanding under the plan,
which was assumed in connection with the merger of Century Bancorp, Inc. into
the Registrant, multiplied by an exchange ratio of 1.3333 as set forth in the
merger agreement for such merger. Pursuant to Rule 416 under the Securities Act
of 1933, this registration statement also relates to an indeterminate number of
additional shares of Common Stock issuable with respect to the shares registered
hereunder in the event of a stock split, stock dividend or other similar
transaction.

(2) Represents the original exercise price of all unexercised options
outstanding under the plan assumed in connection with the merger of Century
Bancorp, Inc. into the Registrant, divided by the exchange ratio of 1.3333 as
set forth in the merger agreement for such merger, resulting in the new exercise
price.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation by Reference.

               The following documents are incorporated by reference into this
registration statement:

         (a) The Registrant's  Registration Statement on Form S-4 filed with the
Securities and Exchange  Commission  (the  "Commission")  on March 15, 2001, and
Amendment No. 1 thereto filed with the Commission on April 18, 2001;

         (b) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 2000;

         (c) The  Registrant's  Quarterly  Report  on Form  10-Q for the  fiscal
quarter ended March 31, 2000;

         (d)  The  Registrant's  Current  Report  on Form  8-K  filed  with  the
Commission on October 20, 2000;

         (e)  The  description  of the  Shares  contained  in  the  Registrant's
registration  statement filed under the Exchange Act on Form 8-A,  including any
amendment or report filed for the purpose of updating such description;

         (f)  All  documents  subsequently  filed  by the  Registrant  with  the
Commission  pursuant to Section 13(a),  13(c),  14 and 15(d) of the Exchange Act
after  the date of this  registration  statement  and  prior to the  filing of a
post-effective   amendment  indicating  that  all  securities  offered  by  this
registration  statement have been sold or which  deregisters all securities then
remaining unsold; and

         (g) All other reports filed by the registrant pursuant to Section 13(a)
or 15(d) of the  Securities  Exchange  Act of 1934,  as amended  (the  "Exchange
Act"), since the end of its latest fiscal year.

Item 6.   Indemnification of Directors and Officers.

               Section 55-2-02 of the North Carolina Business Corporation Act
(the "Business Corporation Act") enables a corporation in its articles of
incorporation to eliminate or limit, with certain exceptions, the personal
liability of a director for monetary damages for breach of duty as a director.
No such provision is effective to eliminate or limit a director's liability for
(i) acts or omissions that the director at the time of the breach knew or
believed to be clearly in conflict with the best interests of the corporation,
(ii) improper distributions as described in Section 55-8-33 of the Business
Corporation Act, (iii) any transaction from which the director derived an
improper personal benefit or (iv) acts or omissions occurring prior to the date
the exculpatory provision became effective. The Registrant's articles of
incorporation limit the personal liability of its directors to the fullest
extent permitted by the Business Corporation Act.

               Sections 55-8-50 through 55-8-58 of the Business Corporation Act
permit a corporation to indemnify its directors, officers, employees or agents
under either or both a statutory or nonstatutory scheme of indemnification.
Under the statutory scheme, a corporation may, with certain exceptions,
indemnify a director, officer, employee or agent of the corporation who was, is,
or is threatened to be made, a party to any threatened, pending or completed
legal action, suit or proceeding, whether civil, criminal, administrative, or
investigative because of the fact that such person was or is a director,
officer, agent or employee of the corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation or enterprise. This indemnity may include the obligation to pay any
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to

                                       3
an employee benefit plan) or reasonable expenses incurred in connection with a
proceeding (including counsel fees), but no such indemnification may be granted
unless such director, officer, employee or agent (i) conducted himself in good
faith, (ii) reasonably believed (1) that any action taken in his official
capacity with the corporation was in the best interests of the corporation or
(2) that in all other cases his conduct was not opposed to the corporation's
best interests, and (iii) in the case of any criminal proceeding, had no
reasonable cause to believe his conduct was unlawful. Whether a director has met
the requisite standard of conduct for the type of indemnification set forth
above is determined by the board of directors, a committee of directors, special
legal counsel or the shareholders in accordance with Section 55-8-55 of the
Business Corporation Act. A corporation may not indemnify a director under the
statutory scheme in connection with a proceeding by or in the right of the
corporation in which a director was adjudged liable to the corporation or in
connection with any other proceeding in which a director was adjudged liable on
the basis of having received an improper personal benefit.

               In addition to, and notwithstanding the conditions of and
limitations on, the indemnification described above under the statutory scheme,
Section 55-8-57 of the Business Corporation Act permits a corporation to
indemnify, or agree to indemnify, any of its directors, officers, employees or
agents against liability and expenses (including counsel fees) in any proceeding
(including proceedings brought by or on behalf of the corporation) arising out
of their status as such or their activities in such capacities, except for any
liabilities or expenses incurred on account of activities that were, at the time
taken, known or believed by the person to be clearly in conflict with the best
interests of the corporation. The Registrant's bylaws provide for
indemnification to the fullest extent permitted under the Business Corporation
Act, and the Registrant has separate indemnification agreements with various
current and past directors and officers.

               Because of its agreements to indemnify, the Registrant may
indemnify its directors, officers, employees and agents in accordance with
either the statutory or nonstatutory standard. Sections 55-8-52 and 55-8-56 of
the Business Corporation Act require a corporation, unless its articles of
incorporation provide otherwise, to indemnify a director or officer who has been
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which such director or officer was, or was threatened to be, made a party
because he is or was a director or officer of the corporation. Unless prohibited
by the articles of incorporation, a director or officer also may make
application and obtain court-ordered indemnification if the court determines
that such director or officer is fairly and reasonably entitled to such
indemnification as provided in Sections 55-8-54 and 55-8-56 of the Business
Corporation Act.

               Additionally, Section 55-8-57 of the Business Corporation Act
authorizes a corporation to purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation against certain liabilities incurred by such a person, whether or
not the corporation is otherwise authorized by the Business Corporation Act to
indemnify that person. The Registrant has purchased and maintains such
insurance.

                                       4
Item 8.  Exhibits.

    Exhibit Number                   Description
    --------------                   -----------

        4.1      Form of common stock certificate, filed as Exhibit 4 to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999, is incorporated herein by reference.
        4.2      Articles IV and V of the Articles of Incorporation of the
                 Registrant, included in Exhibit 3(a) to the Registrant's
                 registration statement number 33-12692, is incorporated herein
                 by reference.
        4.3      Amendment to Articles of Incorporation of the Registrant,
                 adding a new Article X, filed as Exhibit 3.a.iii to the
                 Registrant's Quarterly Report on Form 10-Q for the quarter
                 ended June 30, 1999, is incorporated herein by reference.
        4.4      Amendment to Article IV of Articles of Incorporation of the
                 Registrant, filed as Exhibit 3.a.iv to the Registrant's
                 Quarterly Report on Form 10-Q for the quarter ended June 30,
                 1999, is incorporated herein by reference.
        5.1      Opinion of Robinson, Bradshaw & Hinson, P.A.
        23.1     Consent of Robinson, Bradshaw & Hinson, P.A. (contained in
                 Exhibit 5.1).
        23.2     Consent of KPMG LLP.
        24.1     Powers of Attorney (included on signature page to this
                 registration statement).

Item 9.  Undertakings.

        (a) The undersigned Registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being
        made, a post-effective amendment to this registration statement:

                (i)   to include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933, as amended (the "Securities
                      Act");

                (ii)  to reflect in the prospectus any facts or events arising
                      after the effective date of this registration statement
                      (or the most recent post-effective amendment hereof)
                      which, individually or in the aggregate, represent a
                      fundamental change in the information set forth in this
                      registration statement. Notwithstanding the foregoing, any
                      increase or decrease in volume of securities offered (if
                      the total dollar value of securities offered would not
                      exceed that which was registered) and any deviation from
                      the low or high end of the estimated maximum offering
                      range may be reflected in the form of prospectus filed
                      with the Commission pursuant to Rule 424(b) if, in the
                      aggregate, the changes in volume and price represent no
                      more than a 20% change in the maximum aggregate offering
                      price set forth in the "Calculation of Registration Fee"
                      table in the effective registration statement; and

                (iii) to include any material information with respect to the
                      plan of distribution not previously disclosed in this
                      registration statement or any material change to such
                      information in this registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or

                                       5
furnished to the Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in this
registration statement.

           (2) That, for the purpose of determining any liability under the
        Securities Act, each such post-effective amendment shall be deemed to be
        a new registration statement relating to the securities offered therein,
        and the offering of such securities at that time shall be deemed to be
        the initial bona fide offering thereof.

           (3) To remove from registration by means of a post-effective
        amendment any of the securities being registered which remain unsold at
        the termination of the offering.

         (b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is incorporated by
reference in this registration statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) The undersigned Registrant hereby undertakes that insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                       6
SIGNATURES

               Pursuant to the requirements of the 1933 Act, the Registrant
certifies that it has reasonable grounds to believe it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Troy, State of North Carolina on the 17th day of
July, 2001.

                                      First Bancorp

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

                                POWER OF ATTORNEY

         Each of the undersigned hereby constitutes and appoints James H.
Garner, Anna G. Hollers and Eric P. Credle, and each of them, with full power to
act without the other and with full power of substitution and resubstitution,
his true and lawful attorneys-in-fact and agents, for him and in his name,
place, and stead, in any and all capacities, to sign on his behalf any and all
amendments (including post-effective amendments and amendments thereto) to this
registration statement and any related registration statement (and any
amendments thereto) filed pursuant to Rule 462(b) under the Securities Act, and
to file the same, with all exhibits thereto and other documents in connection
therewith, with the Commission, and grants unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the premises
as fully as to all intents and purposes as he might or could do in person, and
hereby ratifies and confirms all that such attorneys-in-fact or agents, or any
of them, or their substitutes shall lawfully do or cause to be done by virtue
hereof.

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement or amendment thereto has been signed by the following
persons in the capacities indicated on the 17th day of July, 2001.

/s/ James H. Garner                                  /s/ Anna G. Hollers
-------------------                                  -------------------
James H. Garner                                      Anna G. Hollers
President, Chief Executive Officer and               Executive Vice President
Director (Principal Executive Officer)               and Secretary

/s/ Eric P. Credle
------------------
Eric P. Credle
Vice President and Chief Financial Officer
(Principal Financial Officer and Principal
Accounting Officer)

/s/ Jack D. Briggs                                   /s/ Thomas F. Phillips
------------------                                   ----------------------
Jack D. Briggs                                       Thomas F. Phillips
Director                                             Director

/s/ H. David Bruton, M.D.                            /s/ William E. Samuels
-------------------------                            ----------------------
H. David Bruton, M.D.                                William E. Samuels
Director                                             Director

/s/ David L. Burns                                   /s/ Edward T. Taws
------------------                                   ------------------
David L. Burns                                       Edward T. Taws
Director                                             Director

/s/ John F. Burns                                    /s/ Frederick H. Taylor
-----------------                                    -----------------------
John F. Burns                                        Frederick H. Taylor
Director                                             Director

/s/ Felton J. Capel                                  /s/ Virginia C. Thomasson
-------------------                                  -------------------------
Felton J. Capel                                      Virginia C. Thomasson
Director                                             Director

/s/ Jesse S. Capel                                   /s/ Goldie H. Wallace
 -----------------                                   ---------------------
Jesse S. Capel                                       Goldie H. Wallace
Chairman of the Board                                Director
Director

/s/ Frank G. Hardister                               /s/ A. Jordan Washburn
----------------------                               ----------------------
Frank G. Hardister                                   A. Jordan Washburn
Director                                             Director

                                                     /s/ Dennis A. Wicker
------------------------                             --------------------
James G. Hudson, Jr.                                 Dennis A. Wicker
Director                                             Director

/s/ George R. Perkins, Jr.                           /s/ John C. Willis
--------------------------                           ------------------
George R. Perkins, Jr.                               John C. Willis
Director                                             Director

                                       7