UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
BELL INDUSTRIES, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities
078107109
____________________________
(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)
AUGUST 10, 1999
_______________________
(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 which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box __.
*The remainder of this cover page shall be filed 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. 078107109
1. Name of Reporting Person
SS or 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 706,400
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
706,400
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
706,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.392%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 1
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
items remain unchanged, and are incorporated by reference.
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. was $601,477 (which includes only the amount of
funds paid since the filing of the original Schedule 13D). This
amount does not include brokerage commissions.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended to read as follows:
(a) The Reporting Person hereby reports beneficial ownership, in
the manner hereinafter described, of 706,400 Shares of the
Issuer:
<TABLE>
<CAPTION>
Percentage of
Number Of Outstanding
Shares Held in the Name of Shares Security (1)
<S> <C> <C>
First Carolina Investors, 706,400 7.392%
Inc.
</TABLE>
(1) The foregoing percentage assumes that the number of
Shares of the Issuer outstanding is 9,556,280 Shares. In
the Issuer's Form 10-Q for the quarter ended March 31,
1999, the Issuer reported that the number of Shares
outstanding as of May 5, 1999 is 9,556,280 Shares.
(b) The Reporting 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
Name Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
First Carolina 6/28/99 5,000 4.4375 Robotti & Co.
Investors 6/29/99 1,600 4.4375 Robotti & Co.
6/30/99 10,000 4.4375 Robotti & Co.
7/1/99 1,200 4.4375 Robotti & Co.
7/2/99 10,000 4 1/2 Robotti & Co.
7/6/99 5,000 4 3/4 Robotti & Co.
7/23/99 600 4 5/8 Robotti & Co.
8/4/99 5,000 4 3/4 Robotti & Co.
8/5/99 4,900 4 3/4 Robotti & Co.
8/9/99 5,000 4 3/4 Robotti & Co.
8/10/99 77,000 4.6372 Robotti & Co.
8/12/99 5,000 4.625 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 18th day of August, 1999.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
