UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 1
Under the Securities Exchange Act of 1934
TANDYCRAFTS, INC.
_________________________________________________________________
(Name of Issuer)
Common Stock, $1.00 par value
_________________________________________________________________
(Title of Class of Securities
875386104
____________________________
(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 14, 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 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. 875386104
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 433,511
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
433,511
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
433,511
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.571%
14. TYPE OF REPORTING PERSON*
CO, IV
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
Amendment No. 1
CUSIP NO. 875386104
1. Name of Reporting Person
SS or Identification No. of above person (optional)
Aries Hill Corp.
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
New York
NUMBER OF SHARES 7. SOLE VOTING POWER
BENEFICIALLY OWNED - 0 -
BY EACH REPORTING
PERSON WITH 8. SHARED VOTING POWER
-0-
9. SOLE DISPOSITIVE POWER
- 0 -
10. SHARED DISPOSITIVE POWER
-0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- 0 -
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.000%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
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 453,511 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, 433,511 3.571%
Inc.
Aries Hill Corp. 0 0.000%
Brent D. Baird 20,000 0.167%
______ ______
TOTAL 453,511 3.736%
</TABLE>
(1) The foregoing percentages assume that the number of
Shares of the Issuer outstanding is 12,138,835 Shares.
In the Issuer's Form 10-Q filed May 15, 2000, the Issuer
reported that the number of Shares outstanding as of
April 30, 2000 is 12,138,835 Shares.
(b) The Reporting Persons have sole voting and sole dispositive
power over the Shares enumerated in paragraph (a).
(c) The following sales of the Shares were effected during
the past sixty days:
<TABLE>
<CAPTION>
Price/Share
(in Dollars
Commissions
Sale In The Name Number of not Transaction
Of Date Shares included) Made Through
<S> <C> <C> <C> <C>
First Carolina 6/5/00 4,200 2.9375 Robotti & Co.
Investors 6/6/00 9,800 2.938 Robotti & Co.
6/7/00 33,500 2.9907 Robotti & Co.
6/12/00 25,000 3.0018 Robotti & Co.
7/14/00 100,000 2.875 Robotti & Co.
</TABLE>
(d) Not applicable
(e) The date on which the Reporting Persons ceased to be
the beneficial owners of more than five percent (5%) of
the Shares of the Issuer was July 14, 2000.
Except as provided in this Amendment No. 1, all other cover pages
and Items remain unchanged and are incorporated herein by
reference.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of our knowledge
and belief, we certify that the information set forth in this
statement is true, complete and correct.
DATED this 24th day of July, 2000.
First Carolina Investors, Inc.
By: s/Brent D. Baird
Brent D. Baird, Chairman
Aries Hill Corp.
By: s/Brian D. Baird
Brian D. Baird, Secretary
