UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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
Not applicable
_______________________
(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. 2
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 755,800
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
755,800
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.866%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 2
The cover page for First Carolina Investors, Inc. is hereby
amended to read as shown in this Amendment No. 2. Items 3, 4 and
5 are hereby amended as shown in this Amendment No. 2. 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 $238,945 (which includes only the amount of
funds paid since the filing of Schedule 13D Amendment No. 1).
This amount does not include brokerage commissions.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended to read as follows:
The Shares have been acquired by the Reporting Person for
investment purposes. The Reporting Person intends to continue to
evaluate its investment in the Shares. The Reporting Person may
make additional purchases or may sell the Shares in open market
or in private negotiated transactions. Any such purchase or sale
will depend upon its evaluation of its investment, upon the
amounts and prices of available Shares, and upon other relevant
circumstances.
The Reporting Person has recently retained Beacon Hill Partners
to advise the Reporting Person as to the feasibility of
nominating and electing Brent D. Baird to the Issuer's Board of
Directors. Mr. Baird is the Chairman of the Board of the
Reporting Person.
Except as previously provided, the Reporting Person has no
present plans or proposals which relate to or would result in:
(a) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries
(b) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(c) Any change in the present board of directors or management
of the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the board;
(d) Any material change in the present capitalization or
dividend policy of the Issuer;
(e) Any other material change in the Issuer's business or
corporate structure;
(f) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(g) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a registered
national securities association;
(h) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of
the Act; or
(i) Any action similar to any of those enumerated above.
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 755,800 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, 755,800 7.866%
Inc.
</TABLE>
(1) The foregoing percentage assumes that the number of
Shares of the Issuer outstanding is 9,608,315 Shares. In
the Issuer's Form 10-Q for the third quarter, the Issuer
reported that the number of Shares outstanding as of
November 9, 1999 is 9,608,315 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 Made
Name Of Date Shares included) Through
<S> <C> <C> <C> <C>
First Carolina 10/22/99 5,900 4.75 Robotti & Co.
Investors 10/25/99 3,100 4.75 Robotti & Co.
10/26/99 5,000 4.75 Robotti & Co.
10/28/99 10,300 4.8732 Robotti & Co.
11/2/99 100 5.00 Robotti & Co.
11/3/99 2,500 5.00 Fahnestock & Co.
11/10/99 2,500 4.75 Fahnestock & 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 8th day of December, 1999.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
