FIRST BANCORP /NC/
425, 2000-03-24
STATE COMMERCIAL BANKS
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                                                         Filed by: First Bancorp
                           Pursuant to Rule 425 under the Securities Act of 1933
                                                  Subject Company: First Bancorp
                                                     Commission File No. 0-15572


THE  FOLLOWING IS A PRESS RELEASE THAT WAS  DISSEMINATED  TO THE PUBLIC ON MARCH
24, 2000.


                         First Bancorp Reports Amendment
              to Merger Agreement with First Savings Bancorp, Inc.


March 24, 2000   (For Immediate Release)
- ----------------------------------------

Troy,  NC - First  Bancorp  (NASDAQ  - FBNC)  announced  today  that its  merger
agreement  with First Savings  Bancorp,  Inc.  dated  December 15, 1999 has been
amended in the following respects:

            o  The  agreement  has been  amended to state  that First  Bancorp's
               expected annual dividend rate subsequent to the merger will be 88
               cents per share (after  applying  the  exchange  ratio of 1.2468,
               this is an equivalent dividend rate to First Savings shareholders
               of $1.10).  The  agreement  previously  stated that the  expected
               annual dividend rate would be 76 cents per share.

            o  In a technical  change,  the  agreement has been amended to state
               that the legal merger of the two bank  subsidiaries will occur as
               soon as reasonably  practical subsequent to the merger of the two
               holding  companies.  The  agreement  previously  stated  that the
               merger of the bank subsidiaries would occur immediately after the
               merger of the two holding companies.

These  amendments have been approved by the boards of directors of First Bancorp
and First Savings Bancorp, Inc.









Investors   and   security   holders   are  advised  to  read  the  joint  proxy
statement/prospectus   regarding   the  merger   referenced   in  the  foregoing
information  when  it  becomes  available,  because  it will  contain  important
information.  The  joint  proxy  statement/prospectus  will be  filed  with  the
Securities  and Exchange  Commission  by First  Bancorp.  Investors and security
holders  may obtain a free copy of the joint  proxy  statement/prospectus  (when
available)  and  other  documents  filed by First  Bancorp  at the  Commission's
website at www.sec.gov.  The joint proxy statement/prospectus and other relevant
documents may also be obtained  from First Bancorp by directing  such request to
First  Bancorp,   341  North  Main  Street,  Troy,  North  Carolina  27371-0508,
Attention: Anna G. Hollers, telephone: (910) 576-6171


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