UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 2
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)
SEPTEMBER 9, 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. 2
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 333,557
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
333,557
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
333,557
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.998%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
INTRODUCTION
The acquisition of 518,600 shares ("Shares") of common stock
of the Issuer was previously reported by the Reporting Persons in
Schedule 13D, which was filed with the Securities and Exchange
Commission on July 7, 2000, as amended by Schedule 13D Amendment
No. 1, which was filed with the Securities and Exchange
Commission on July 20, 2000 ("Amendment No. 1"). Since the
filing of Amemdment No. 1, 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 606,357
Shares.
The cover page for First Carolina Investors, Inc. is hereby
amended to read as shown in this Amendment No. 2. Items 3 and 5
are hereby amended as shown in this Amendment No. 2. All other
cover pages and Items remain unchanged from the previous Schedule
13D, as amended, 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 approximate amount of funds paid for the Shares by First
Carolina Investors, Inc. (which only includes the amount of funds
paid since Amendment No. 1) is $710,074. 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
606,357 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 2.379%
Foundation
Bruce C. Baird 75,000 (2) 1.123%
Michael C. Baird 20,000 0.300%
Anne S. Baird 4,000 0.060%
Jane D. Baird 15,000 0.225%
First Carolina Investors, 333,557 4.998%
Inc. _______ ______
TOTAL 606,357 9.085%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 6,674,213 Shares (as
reported in the Issuer's Form 10-Q for the quarterly
period ended June 30, 2000 as of August 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 7/24/00 7,957 7.8436 Robotti & Co
Investors 7/25/00 6,700 8.0858 Robotti & Co
7/27/00 700 8.00 Robotti & Co
8/4/00 7,000 7.875 Robotti & Co
8/7/00 10,000 7.9063 Robotti & Co
8/9/00 2,000 7.8125 Robotti & Co
8/10/00 5,000 7.875 Robotti & Co
8/11/00 7,000 7.9598 Robotti & Co
8/24/00 3,900 8.2051 Robotti & Co
8/28/00 1,000 8.00 Robotti & Co
8/29/00 1,500 8.0208 Robotti & Co
8/31/00 13,500 8.1157 Robotti & Co
9/7/00 500 8.25 Robotti & Co
9/8/00 12,000 8.21875 Robotti & Co
9/11/00 9,000 8.25 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 14th day of September, 2000.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
