UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
THREE RIVERS BANCORP, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, Par Value $.01 per share
_________________________________________________________________
(Title of Class of Securities
88562Q-10-7
____________________________
(CUSIP Number)
Brent D. Baird
1350 One M&T Plaza
Buffalo, New York 14203 (Phone: (716) 849-1484)
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 12, 2000
_______________________
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(e), 13d-1(f) or 13d-1(g), check the following box __.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
Amendment No. 1
CUSIP NO. 88562Q-10-7
1. Name of Reporting Person
SS or IRS Identification No. of above person (optional)
First Carolina Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)___
(b)_X_
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) ____
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED 245,800
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
245,800
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.688%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 1
INTRODUCTION
The acquisition of 426,300 shares ("Shares") of common stock
of the Issuer was reported by the Reporting Persons in Schedule
13D, which was filed with the Securities and Exchange Commission
on July 7, 2000 (the "Original Schedule 13D"). Since the filing
of the Original Schedule 13D, there have been additional
purchases by one of the Reporting Persons (First Carolina
Investors, Inc.). The number of Shares now held by the Reporting
Persons is 518,600 Shares.
The cover page for First Carolina Investors, Inc. is hereby
amended to read as shown in this Amendment No. 1. Items 3 and 5
are hereby amended as shown in this Amendment No. 1. All other
cover pages and Items remain unchanged from the Original Schedule
13D, and are incorporated herein by reference.
NOTE: THE EXECUTION AND SUBMISSION OF THIS STATEMENT
BY THE REPORTING PERSONS SHALL NOT BE CONSTRUED AS A
STATEMENT OR ADMISSION THAT THE REPORTING PERSONS (I)
ARE ACTING AS A GROUP IN THE ACQUISITION OF THE SHARES,
(II) COLLECTIVELY CONSTITUTES A "PERSON" WITHIN THE
MEANING OF SECTION 13(D)(3) OF THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (THE "ACT"), OR (III) FOR THE
PURPOSES OF SECTION 13(D) OF THE ACT, ARE THE
BENEFICIAL OWNERS OF ANY SHARES OTHER THAN THE SHARES
IN WHICH EACH PERSON IS SPECIFICALLY IDENTIFIED IN THIS
STATEMENT TO HAVE A BENEFICIAL INTEREST.
ITEM 3. SOURCE AND AMOUNT OF FUNDS.
Item 3 is hereby amended to add the following:
The amount of funds paid for the Shares by First Carolina
Investors, Inc. (which only includes the amount of funds paid
since the Original Schedule 13D) is $663,598. Such amount
includes brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to read as follows:
(a) The Reporting Persons hereby report beneficial
ownership, in the manner hereinafter described, of
518,600 shares of the Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
The Cameron Baird 158,800 2.383%
Foundation
Bruce C. Baird 75,000 (2) 1.125%
Michael C. Baird 20,000 0.300%
Anne S. Baird 4,000 0.060%
Jane D. Baird 15,000 0.225%
First Carolina Investors, 245,800 3.688%
Inc. _______ ______
TOTAL 518,600 7.781%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 6,664,370 Shares (as
reported in the Issuer's Form 10-Q for the quarterly
period ended March 31, 2000 as of April 1, 2000).
(2) 60,000 of such Shares are held individually by Bruce C.
Baird; 10,000 of such Shares are held in a SEP for his
benefit; and 5,000 of such Shares are held in an IRA for
his benefit.
(b) For each persons named in paragraph (a), that person has
sole voting and sole dispositive power over the Shares enumerated
in paragraph (a).
(c) The following purchases of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Purchase In The Number of not Transaction Made
Name Of Date Shares included) Through
<S> <C> <C> <C> <C>
First Carolina 7/7/00 39,500 7.0593 Robotti & Co
Investors 7/10/00 15,800 7.0105 Robotti & Co
7/11/00 1,000 7.0625 Robotti & Co
7/12/00 11,000 7.1875 Robotti & Co
7/13/00 10,000 7.1875 Robotti & Co
7/18/00 1,500 7.3125 Robotti & Co
7/19/00 13,500 7.4375 Robotti & Co
</TABLE>
(d) Not applicable
(e) Not applicable
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
DATED this 20th day of July, 2000.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
