EX-99.77B ACCT LTTR

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


The Directors and Shareholders
First Carolina Investors, Inc.

In planning and performing our audit of the financial statements of First
Carolina Investors, Inc. ("the Company") as of and for the year ended December
31, 2010, in accordance with the standards of the Public Company Accounting
Oversight Board (United States), we considered the Company's internal control
over financial reporting, including controls over safeguarding securities, as a
basis for designing our auditing procedures for the purpose of expressing our
opinion on the financial statements and to comply with the requirements of Form
N-SAR, but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express
no such opinion.

The management of the Company is responsible for establishing and maintaining
effective internal control over financial reporting. In fulfilling this
responsibility, estimates and judgments by management are required to assess the
expected benefits and related costs of controls. A company's internal control
over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles (GAAP). A company's internal control over financial
reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with GAAP, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of a company's assets that could have a material
effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting
may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.

A deficiency in internal control over financial reporting exists when the design
or operation of a control does not allow management or employees, in the normal
course of performing their assigned functions, to prevent or detect
misstatements on a timely basis. A material weakness is a deficiency, or
combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the
Company's annual or interim financial statements will not be prevented or
detected on a timely basis.

Our consideration of the Company's internal control over financial reporting was
for the limited purpose described in the first paragraph and would not
necessarily disclose all deficiencies in internal control that might be material
weaknesses under standards established by the Public Company Accounting
Oversight Board (United States). However, we noted no deficiencies in the
Company's internal control over financial reporting and its operation, including
controls over safeguarding securities, that we consider to be a material
weakness as defined above as of December 31, 2010.

This report is intended solely for the information and use of management and the
Directors and Shareholders of First Carolina Investors, Inc. and the Securities
and Exchange Commission and is not intended to be and should not be used by
anyone other than these specified parties.


                                        /s/ KPMG LLP
Charlotte, North Carolina
February 25, 2011

EX-99.77Q1 OTHR EXHB

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the foregoing Report to Shareholders of First Carolina
Investors, Inc. (the "Registrant") on Form NSAR-B for the period ended
December 31, 2010 as filed with the Securities and Exchange Commission on the
date hereof (the "Report"), I, Brent D. Baird, Chief Executive Officer of the
Registrant, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to section
906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

     l.  The Report fully complies with the requirements of section
          12(a) or 15(d) of the Securities Exchange Act of 1934; and

     2.   The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of
          operations of the Company.

The Registrant has no designated chief financial officer.


/s/ Brent D. Baird
-----------------------
Chief Executive Officer
February 28, 2011