UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM N-17f-2

              Certificate of Accounting of Securities and Similar
                         Investments in the Custody of
                        Management Investment Companies

                   Pursuant to Rule 17f-2 [17 CFR 270.17f-2]

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1. Investment Company Act File Number:               Date examination completed:

             811-08942                                    December 31, 2010
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2. State Identification Number:

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   AL           AK           AZ           AR           CA           CO
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   CT           DE           DC           FL           GA           HI
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   ID           IL           IN           IA           KS           KY
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   LA           ME           MD           MA           MI           MN
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   MS           MO           MT           NE           NV           NH
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   NJ           NM           NY           NC           ND           OH
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   OK           OR           PA           RI           SC           SD
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   TN           TX           UT           VT           VA           WA
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   WV           WI           WY           PUERTO RICO
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   Other (specify):
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3. Exact name of investment company as specified in registration statement:

   First Carolina Investors, Inc.
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4. Address of principal executive office (number, street, city, state,
   zip code):

   9347-A Founders Street, Fort Mill, SC 29708
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INSTRUCTIONS

This Form must be completed by investment companies that have custody of
securities or similar investments.

Investment Company

1. All items must be completed by the investment company.
2. Give this Form to the independent public accountant who, in compliance with
   Rule 17f-2 under the Act and applicable state law, examines securities and
   similar investments in the custody of the investment company.

Accountant

3. Submit this Form to the Securities and Exchange Commission and appropriate
   state securities administrators when filing the certificate of accounting
   required by Rule 17f-2 under the Act and applicable state law. File the
   original and one copy with the Securities and Exchange Commission's principal
   office in Washington, D.C., one copy with the regional office for the region
   in which the investment company's principal business operations are
   conducted, and one copy with the appropriate state of administrator(s), if
   applicable.

         THIS FORM MUST BE GIVEN TO YOUR INDEPENDENT PUBLIC ACCOUNTANT


                                                                SEC 2198 (11-91)


                         First Carolina Investors, Inc.

                              Post Office Box 1827

                              Fort Mill, SC 29716

                                  803-802-0890


            Management Statement Regarding Compliance With Certain
               Provisions of the Investment Company Act of 1940

We, as members of management of First Carolina Investors, Inc.(the "Company"),
are responsible for complying with the requirements of subsections (b) and (c)
of Rule 17f-2, "Custody of Investments by Registered Management Investment
Companies," of the Investment Company Act of 1940. We are also responsible for
establishing and maintaining effective internal controls over compliance with
those requirements. We have performed an evaluation of the Company's compliance
with the requirements of subsections (b) and (c) of Rule 17f-2 as of
December 31, 2010 and from October 31, 2010 through December 31, 2010.

Based on this evaluation, we assert that the Company was in compliance with the
requirements of subsections (b) and (c) of Rule 17f-2 of the Investment Company
Act of 1940 as of December 31, 2010 and from October 31, 2010 through
December 31, 2010 with respect to securities reflected in the investment
account of the Company.

First Carolina Investors, Inc.

By:

/s/ Brent D. Baird
----------------------
Brent D. Baird
Chief Executive Officer


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Board of Directors
First Carolina Investors, Inc.

We have examined management's assertion, included in the accompanying Management
Statement Regarding Compliance with Certain Provisions of the Investment Company
Act of 1940 that First Carolina Investors, Inc. (the "Company") complied with
the requirements of subsections (b) and (c) of Rule 17f-2 under the Investment
Company Act of 1940 ("the Act") as of December 31, 2010. Management is
responsible for the Company's compliance with those requirements. Our
responsibility is to express an opinion on management's assertion about the
Company's compliance based on our examination.

Our examination was conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States) and, accordingly, included
examining, on a test basis, evidence about the Company's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. Included among our procedures were the following tests
performed as of December 31, 2010, and with respect to agreement of security
purchases and sales, for the period from October 31, 2010 (the date of our
last examination), through December 31, 2010:


        -       Confirmation of all securities held by U.S. Bank, National
                Association (custodian) in Charlotte, North Carolina

        -       Reconciliation of all such securities to the books and records
                of the Company and the custodian

        -       There were no security exchanges, security sales or security
                purchases since our last report

We believe that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company's compliance
with specified requirements.

In our opinion, management's assertion that First Carolina Investors, Inc.
complied with the requirements of subsections (b) and (c) of Rule 17f-2 of the
Investment Company Act of 1940 as of December 31, 2010 with respect to
securities reflected in the investment account of the Company is fairly stated,
in all material respects.

This report is intended solely for the information and use of management and the
Board of Directors 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.


KPMG LLP
Charlotte, North Carolina
February 25, 2011