UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

                                  Form 10-QSB


(Mark one)

[X]   Quarterly report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the quarterly period ended June 30, 1999.

                                      OR

[ ]  Transition Report Pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934

For the transition period from ______________ to _______________

Commission file number    333-72049
                       -------------------------------------

                              FIRST BANCORP, INC.
            (Exact name of registrant as specified in its charter)


        DELAWARE                                 93-0166346
(State of Incorporation)                        (IRS Employer
                                            Identification Number)

                                331 Dock Street
                            Ketchikan, Alaska 99901
                   (Address of principal executive offices)
                                  (Zip code)

                                (907) 228-4219
             (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes [X]    No[ ]

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date:

175,312 shares of common stock as of June 30, 1999

Transitional Small Business disclosure format (check one):

 Yes [ ]   No[X]


                                       1
<PAGE>

                              FIRST BANCORP, INC.

                                  FORM 10-QSB

                                 JUNE 30, 1999

                                     INDEX



PART I - FINANCIAL INFORMATION                                   PAGE REFERENCE

Item 1: Financial Statements

      Consolidated Balance Sheets of First Bancorp, Inc.-
           June 30, 1999 and December 31, 1998                              3

      Consolidated Statements of Income First Bancorp, Inc.-
           three months and six months ended June 30, 1999                  4

      Consolidated Statements of Changes in Shareholders'
           Equity of First Bancorp, Inc. - twelve months ended
           December 31, 1998 and six months ended June 30, 1999             5

      Consolidated Statements of Cash Flows of First Bancorp, Inc.-
           six months ended June 30, 1999

      Notes to consolidated financial statements                            6

Item 2: Management Discussion and Analysis of Financial Condition
        and Results of Operations                                           9


PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K                                  20

Signatures                                                                 20


                                       2
<PAGE>

<TABLE>
<CAPTION>

Consolidated Balance Sheet
First Bancorp, Inc.

                                                                            June 30,             December 31,
(in thousands - unaudited)                                                    1999                   1998
                                                                       --------------------   -------------------

                         Assets

<S>                                                                               <C>                      <C>
Cash and due from banks                                                           $ 16,140                 9,783
Federal funds sold                                                                       -                 9,391
Investment securities available for sale                                            97,777               103,858
Loans                                                                              132,230               123,122
    Less:  Allowance for loan losses                                                (1,494)               (1,421)
                                                                       --------------------   -------------------

                Net Loans                                                          130,736               121,701

Premises and equipment                                                               5,807                 5,797
Other assets                                                                         4,286                 4,265

                                                                       ====================   ===================
               Total Assets                                                      $ 254,746               254,795
                                                                       ====================   ===================

          Liabilities and Stockholders' Equity

Liabilities:
  Deposits
     Demand                                                                       $ 68,865                68,133
     Savings                                                                        46,362                48,847
     Time deposits of $100,000 or more                                              63,643                60,814
     Other time deposits                                                            52,400                51,734
                                                                       --------------------   -------------------

               Total Deposits                                                      231,270               229,528

Federal funds purchased                                                                610                     -
Note payable to Seafirst                                                             3,000                     -
Reserve for Sub S dissenting shareholders                                            1,693                     -
Other liabilities                                                                      965                 2,074
                                                                       --------------------   -------------------

               Total Liabilities                                                   237,538               231,602
                                                                       --------------------   -------------------

Stockholders' Equity:
 Common stock of $5 par value. Authorized
    1,000,000 shares; issued and outstanding
    175,312 in 1999 and 214,040 in 1998                                                876                 1,070
  Surplus                                                                            5,254                 6,415
  Undivided profits                                                                 11,512                16,053
   Accumulated other comprehensive income - net
      unrealized gain (loss) on available for sale sec.                               (434)                  184
  Treasury stock, at cost (5,765 shares in 1998)                                         -                  (529)
                                                                       --------------------   -------------------

               Total Stockholders' Equity                                           17,208                23,193

Commitments and contingencies

                                                                       ====================   ===================
               Total Liabilities and Stockholders' Equity                        $ 254,746               254,795
                                                                       ====================   ===================
</TABLE>

See accompanying notes to consolidatd financial statements.


                                       3
<PAGE>


<TABLE>

<CAPTION>
Consolidated Income Statement
First Bancorp, Inc.

                                                              Three Months Ended                   Six Months Ended
                                                                   June 30,                             June 30,
                                                         ---------------------------           --------------------------
(in thousands except per share - unaudited)                 1999              1998               1999              1998
                                                         ----------        ---------           --------          --------
Interest Income:
<S>                                                       <C>               <C>                 <C>               <C>
  Interest and fees on loans                              $ 3,205           $ 3,154             $ 6,306           $ 6,090
  Interest on federal funds sold                               24                57                  60               102
  Interest-bearing deposits at other banks                     15                18                  30                36
  Interest on securities available for sale                 1,355             1,566               2,792             3,231
                                                          -------           -------             -------           -------
                Total interest income                       4,599             4,795               9,188             9,459
                                                          -------           -------             -------           -------

Interest Expense:
  Interest on deposits:
       Time deposits of $100,000 or more                      566               799               1,248             1,598
       Other deposits                                       1,331             1,298               2,542             2,547
  Interest on federal funds purchased                           8                 9                  18                13
  Other interest                                               34                24                  42                37
                                                          -------           -------             -------           -------
                Total interest expense                      1,939             2,130               3,850             4,195
                                                          -------           -------             -------           -------
                Net interest income                         2,660             2,665               5,338             5,264

Provision for loan losses                                      48                60                 120               132
                                                          -------           -------             -------           -------
     Net interest income after provision for loan losses    2,612             2,605               5,218             5,132

Noninterest Income:
   Net realized gain on sales of available
          for sale securities                                   -                44                  14                44
   Service charges on deposit accounts                        168               176                 327               336
   Other                                                      395               422                 808               803
                                                          -------           -------             -------           -------
                Total Noninterest Income                      563               642               1,149             1,183
                                                          -------           -------             -------           -------

Noninterest Expense:
   Salaries and employee benefits                           1,412             1,380               2,852             2,744
   Occupancy, net                                             447               409                 883               840
   Other operating expenses                                   484               484               1,044               986
                                                          -------           -------             -------           -------
                Total Noninterest Expense                   2,343             2,273               4,779             4,570
                                                          -------           -------             -------           -------

                Income before income taxes                    832               974               1,588             1,745

Provision for income taxes                                   (271)             (247)               (557)             (522)
                                                          -------           -------             -------           -------
                Net Income                                  $ 561               727               1,031             1,223
                                                          =======           =======             =======           =======

Per share amounts - net income                         $2.84             $3.48               $5.08             $5.86
                                                    =============     =============       =============     =============
Weighted average shares outstanding                   197,287           208,734             202,864           208,596
                                                    =============     =============       =============     =============

</TABLE>

See accompanying notes to consolidatd financial statements.


                                       4
<PAGE>


<TABLE>
<CAPTION>

Consolidated Statements of Changes in Stockholders' Equity
First Bancorp, Inc.
                                                                                           Accum Other
                                            Common                Undivided    Treasury   Comprehensive   Stockholders'
(in thousands - unaudited)                  Stock      Surplus     Profits       Stock        Income      Equity
                                         -------------------------------------------------------------------------------

<S>                                          <C>           <C>         <C>           <C>            <C>          <C>
Balance at December 31, 1997                 $ 1,070       6,415       14,775        (476)          (180)        21,604

Net income                                                              2,319                                     2,319
Change in unrealized holding loss
  on available for sale securities,
  net of taxes of $243,447                                                                           364            364

                                                                                                         ---------------
       Total comprehensive income                                                                                 2,683
                                                                                                         ---------------

Cash dividends ($5 per share)                                          (1,042)                                   (1,042)
Purchase of 459 shares of
  treasury stock, at cost                                                             (53)                          (53)
                                         -------------------------------------------------------------------------------
Balance at December 31, 1998                   1,070       6,415       16,052        (529)           184         23,192

Net Income                                                              1,031                                     1,031
Change in unrealized holding loss
  on available for sale securities,
  net of taxes of $315,737                                                                          (618)          (618)

                                                                                                         ---------------
       Total comprehensive income                                                                                   413
                                                                                                         ---------------

Reorganization                                  (194)     (1,161)      (5,091)        529                        (5,917)

Cash dividends ($1.25 per share)                                         (480)                                     (480)
                                         ----------------------------------------------------------------
                                         ===============================================================================
Balance at June 30, 1999                       $ 876       5,254       11,512           -           (434)        17,208
                                         ===============================================================================

</TABLE>

See accompanying notes to consolidatd financial statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

Consolidated Statements of Cash Flows
First Bancorp, Inc.

                                                                       Six Months Ended
                                                                   June 30,
(in thousands)                                                       1999              1998
                                                                   -------           -------
Operating Activities
<S>                                                                <C>               <C>
    Net Income                                                     $ 1,031           $ 1,223
Adjustments to reconcile net income to net cash
  provided (used) by operating activities:
     Provision for loan losses                                         120               132
     Provision for losses on other real estate                          19                18
     Depreciation and amortization                                     395               381
    Gain on sale of other real estate                                    -                18
    Amortization of investment security premiums                        79                73
    Accretion of investment security discounts                         (59)             (115)
    Net investment securities gains                                    (14)              (44)
    Gain from sale of bank premises and equipment                      (13)              (13)
    (Increase) decrease in interest receivable                        (155)               29
    Increase (decrease) in interest payable                             25                73
    Increase in deferred taxes                                           -               (46)
    (Increase) decrease in other assets                                115                88
    Decrease in other liabilities                                      558              (751)
Net cash provided by operating activities                            2,101             1,066

Investing activities:
    Proceeds from sale of available for sale securities              7,690            10,092
    Proceeds from maturity of available for sale securities         24,541            46,829
    Purchase of available for sale securities                      (26,774)          (41,963)
    Net increase in loans                                           (9,155)          (10,256)
    Purchase of bank premises and equipment                           (405)             (602)
    Proceeds from the sale of bank premises & equip.                    13                13
Net cash used in investing activities                               (4,090)            4,113

Financing activities:
    Net (decrease) in demand and savings deposits                   (1,753)           (5,221)
    Net increase (decrease) in time deposits                         3,495             6,828
    Net increase in federal funds purchased                            610                 -
    Net (increase) decrease in federal funds sold                    9,391            (5,061)
    Net increase in Federal Home Bank advances                                        (1,000)
    Net increase in long term debt                                   3,000                 -
    Reorganization                                                  (5,917)                -
    Net (increase) decrease in treasury stock                            -               (42)
    Cash dividends paid                                               (480)             (522)
Net proceeds from financing activities:                              8,346            (5,018)

Net increase (decrease) in cash and due from banks                   6,357               161

Cash and due from banks at beginning of the quarter                  9,783             9,852
Cash and due from banks at end of the quarter                     $ 16,140            10,013

Supplemental disclosure of cash flow information:
    Cash paid during the quarter for interest                      $ 4,195           $ 3,832
    Cash paid during the quarter for income taxes                    $ 552             $ 410
</TABLE>

See accompanying notes to consolidatd financial statements.


                                       6
<PAGE>

Notes to Consolidated Financial Statements


1)  Summary of Significant Accounting Policies

    The  financial   statements  at  June  30,  1999  and  1998,  and  for  the
    three-month  and six-month  periods then ended,  included in this report on
    form 10-QSB are unaudited.  These financial  statements,  however,  include
    all  adjustments,  consisting only of normal recurring  adjustments,  which
    are in the opinion of management,  necessary for a fair presentation of the
    financial  condition,  results of operations and cash flows for the interim
    periods. In preparing the consolidated financial statements,  management is
    required  to make  estimates  and  assumptions  that  affect  the  reported
    amounts of assets  and  liabilities  disclosure  of  contingent  assets and
    liabilities as of the date of the balance  sheet,  and revenue and expenses
    for the period.  Actual  results  could  differ from those  estimates.  The
    significant  policies and  estimates  applied in the  preparation  of these
    consolidated financial statements are discussed below.


    (a) Consolidation

        The  consolidated  financial  statements  include the accounts of First
        Bancorp,  Inc. and its  wholly-owned  subsidiary,  First Bank,  and its
        wholly-owned  subsidiaries,  Dock Street Building  Corporation and Dock
        Street  Title   Agency,   Incorporated   (Company).   All   significant
        intercompany  accounts  and  transactions  have  been  eliminated.  The
        Company's  primary  market area is Southeast  Alaska where the majority
        of its activities have been with Alaska businesses and individuals.


    (b) Reclassifications

        Certain  prior  period  balances  have been  changed  to conform to the
        present period presentation.


    (c) Investments

        Securities  available for sale are stated at fair value with unrealized
        holding  gains and losses  excluded from earnings and reported as a net
        amount  in  a  separate  component  of  other   comprehensive   income.
        Securities  are  classified  as  available  for  sale  when  management
        intends  to hold the  securities  for an  indefinite  period of time or
        when  the  securities  may be  utilized  for  tactical  asset/liability
        purposes  and may be sold  from  time  to  time to  effectively  manage
        interest  rate  exposure and  resultant  prepayment  risk and liquidity
        needs.

        Federal  Home  Loan  Bank  stock  is  carried  at  cost  which  is  its
        redeemable (fair) value since the market for this stock is limited.

        Premiums are amortized  (deducted)  and discounts are accreted  (added)
        to  interest  income  on  investment   securities  using  methods  that
        approximate  the  level-yield  method.  Gains  and  losses  on sales of
        securities  are computed  using the  specific-identification  method of
        determining the cost of securities sold.



                                       7
<PAGE>

    (d) Loans

        Loans are  stated at the  principal  amount  outstanding.  Interest  on
        loans  is  taken  into  income  when  earned.   Loan  origination  fees
        received  in excess  of  direct  origination  costs  are  deferred  and
        amortized to income by a method  approximating  the level-yield  method
        over the estimated loan term.

        Interest  income on loans is  recorded  on an  accrual  basis  until an
        interest or principal  payment is more than 90 days past due and in the
        opinion  of  management  the  collectibility  of  such  income  becomes
        doubtful.   The  deferral  or   nonrecognition  of  interest  does  not
        constitute forgiveness of the borrower's obligation.


    (e) Allowance for Loan Losses

        The  allowance  for loan  losses is a general  reserve  established  by
        management  to  absorb   unidentified  losses  in  the  Company's  loan
        portfolio.  In determining  the adequacy of the  allowance,  management
        evaluates   prevailing   economic   conditions,   results   of  regular
        examinations  and  evaluations  of the quality of the loan portfolio by
        external parties,  actual loan loss experience,  the extent of existing
        risks  in  the  loan  portfolio  and  other  pertinent   factors.   The
        allowance for impaired  loans is based on  discounted  cash flows using
        the loans' initial interest rates or, if the loan is secured,  the fair
        value of the collateral.

        Future  additions to the allowance may be necessary based on changes in
        economic  conditions  and other  factors  used in  evaluating  the loan
        portfolio.  Additionally,  various regulatory agencies,  as an integral
        part of their examination  process,  periodically review the allowance.
        Such  agencies  may  require  the   recognition  of  additions  to  the
        allowance  based on their judgment of information  available to them at
        the time of their examination.


    (f) Loan Servicing

        The cost of mortgage  servicing  rights is amortized in proportion  to,
        and over the period of,  estimated net servicing  revenues.  Impairment
        of mortgage  servicing  rights is  assessed  based on the fair value of
        those rights.  Fair values are estimated  using  discounted  cash flows
        based on a current  market  interest  rate.  The  amount of  impairment
        recognized is the amount by which the  capitalized  mortgage  servicing
        rights exceed their fair value.


    (g) Other Real Estate

        Other real estate represents  properties  acquired through  foreclosure
        or  its  equivalent.  Prior  to  foreclosure,  the  carrying  value  is
        adjusted to the lower of cost or fair  market  value of the real estate
        to be  acquired  by a charge  to the  allowance  for loan  losses.  Any
        subsequent  reduction in carrying  value is charged  against  operating
        expenses.



                                       8
<PAGE>

    (h) Premises and Equipment

        Premises  and  equipment  are  stated at cost,  less  amortization  and
        accumulated    depreciation.    Depreciation   expense   on   leasehold
        improvements  is computed by use of the  straight-line  method over the
        shorter  of the  estimated  useful  lives of the  assets  or  leasehold
        improvements.    Expenditures   for   remodeling,    improvements   and
        construction  are capitalized,  while  expenditures for maintenance and
        repairs are charged to expense.


    (i) Income Taxes

        Income taxes are accounted  for under the asset and  liability  method.
        Deferred tax assets and  liabilities  are recognized for the future tax
        consequences   attributable   to  differences   between  the  financial
        statement  carrying  amounts of  existing  assets and  liabilities  and
        their  respective tax bases.  Deferred tax assets and  liabilities  are
        measured  using enacted tax rates  expected to apply to taxable  income
        in the years in which the  temporary  differences  are  expected  to be
        recovered   or  settled.   The  effect  on  deferred   tax  assets  and
        liabilities  of a change  in tax rates is  recognized  in income in the
        period that includes the enactment date.


    (j) Net Income Per Share

        Per share amounts are calculated  based on the weighted  average number
        of  shares  and  common  share  equivalents   outstanding  during  each
        period.  Outstanding  stock  options are common stock  equivalents  and
        therefore  are  included in the  calculation  of the  weighted  average
        number of shares outstanding, if dilutive.


    (k) Comprehensive Income

        On  January  1,  1998,  the  Company  adopted  Statement  of  Financial
        Accounting  Standard (SFAS) No. 130,  Reporting  Comprehensive  Income.
        SFAS No. 130  establishes  standards for reporting and  presentation of
        comprehensive  income  and its  components  in a full set of  financial
        statements.  Comprehensive  income  consists  of  net  income  and  net
        unrealized  gains  (losses)  on  securities  and  is  presented  in the
        consolidated  statements  of  stockholders'  equity  and  comprehensive
        income.  The statement  requires  only  additional  disclosures  in the
        consolidated  financial  statements;  it does not affect the  Company's
        financial position or results of operations.


                                       9
<PAGE>

                                    ITEM 2
   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANACIAL CONDITION AND RESULTS OF
                                  OPERATIONS
                              First Bancorp, Inc.


This discussion should be read in conjunction with the consolidated financial
statements of First Bancorp, Inc.  (the "Company") and notes thereto
presented elsewhere in this report.  In the following discussion, unless
otherwise noted, references to increases or decreases in average balances in
items of income and expense for a particular period and balances at a
particular date refer to the comparison with corresponding amounts for the
period or date one year earlier.

This discussion contains certain forward-looking statements within the
meaning of the federal securities laws.  Actual results and the timing of
certain events could differ materially from those projected in the
forward-looking statements due to a number of factors.   Specific factors
include the Company's ability to compete on price and other factors with
other financial institutions; customer acceptance of new products and
services; general trends in the banking industry and the regulatory
environment, as they relate to the Company's cost of funds and returns on
assets.  In addition, there are risks inherent in the banking industry
relating to collectibility of loans and changes in interest rates.  Further,
actual results could differ materially from the forward looking statements in
this report as a result of general economic conditions and their impact on
capital expenditures; business technology and evolving banking industry
standards; competitive standards; competitive factors, including increased
competition with community, regional and national financial institutions;
fluctuating interest rate environments; and similar matters.  The reader is
advised that this list of risks is not exhaustive and should not be construed
as any prediction by the Company as to which risks would cause actual results
to differ materially from those indicated by the forward-looking statements.

OVERVIEW

On March 15, 1999, First Bancorp entered into an Agreement and Plan of
Reorganization (the "Plan") for the purpose of becoming an S corporation for
income tax purposes.  The Plan provided for the merger of First Bancorp with
and into Newco Alaska, Inc., a newly formed Delaware corporation organized at
the direction of First Bancorp solely to effect the Plan. Newco Alaska, prior
to the merger, had no material operations or assets, and had elected to
become an S corporation effective on January 1, 2000.  The merger of First
Bancorp into Newco Alaska was completed on June 1, 1999, with Newco Alaska
being the surviving corporation under the name "First Bancorp, Inc.".

                                       10
<PAGE>

The Plan provided that eligible shareholders would receive one share of Newco
Alaska, Inc. common stock for each share of First Bancorp, Inc. common stock
held of record on the effective date of the merger.  All other shareholders
would receive $175.00 per share for their First Bancorp common stock.
Eligible shareholders could elect to tender their First Bancorp stock for
cash instead of Newco Alaska stock, and at the discretion if the Board of
Directors of the surviving corporation, those shares would be purchased for
cash at the same price.

Upon consummation of the merger, the Company purchased 32,963 shares held by
127 shareholders at a cost of $5,768,525.   Of that number four shareholders
representing 9,674 shares at a value of $1,692,950 exercised their right to
dissent from the reorganization and funds were reserved pending final
settlement.  As of July 31, 1999 all of the dissenting shareholders had
withdrawn their demand for an appraisal and had been paid in full.

The $5,768,525 stock repurchase was funded in part from a long-term loan from
Seafirst Bank.  The loan is structured to provide for quarterly interest
payments and six annual principal payments $500,000 with maturity on June 30,
2005.  Interest is calculated at a floating rate of LIBOR plus 2.50%.

The reorganization had a significant impact on the stockholders' equity of the
Company. On March 31, 1999 total stockholders'  equity was $23.24 million, and
the risk weighted tier one capital  ratio was 16.6%.  On June 30, 1999,  after
the  reorganization,   stockholders'   equity  was  $17.21  million,  and  the
risk-weighted  tier on capital ratio was 12.29%.  Highlights of the changes in
stockholders'  equity for the period  December  31,  1998 to June 30, 1999 are
summarized as follows:


<TABLE>
<CAPTION>
Consolidated Statements of Changes in Stockholders' Equity
First Bancorp, Inc.
                                                                                           Accum Other
                                            Common                Undivided    Treasury   Comprehensive   Stockholders'
(in thousands - unaudited)                  Stock      Surplus     Profits       Stock        Income      Equity
                                         -------------------------------------------------------------------------------

<S>                                          <C>           <C>         <C>           <C>             <C>         <C>
Balance at December 31, 1998                 $ 1,070       6,415       16,052        (529)           184         23,192

Net Income                                                              1,031                                     1,031
Change in unrealized holding loss
  on available for sale securities,
  net of taxes of $315,737                                                                          (618)          (618)

                                                                                                         ---------------
       Total comprehensive income                                                                                   413
                                                                                                         ---------------

Reorganization                                  (194)     (1,161)      (5,091)        529                        (5,917)

Cash dividends ($1.25 per share)                                         (480)                                     (480)
                                         ===============================================================================
Balance at June 30, 1999                       $ 876       5,254       11,512           -           (434)        17,208
                                         ===============================================================================
</TABLE>

See accompanying notes to consolidatd financial statements.

                                       11
<PAGE>

FINANCIAL CONDITION

The Company's total assets were $254.7 million at June 30, 1999, an increase
of $9.9 million, or 4.0% from $244.8 million at June 30, 1998, and an
increase of $8.6 million or, 3.5%, from $246.1 million on March 31, 1999.
Cash and deposit balances due from banks was $16.1 million on June 30, 1999
compared to $8.9 million on June 30, 1998, an increase of 91.1%, and when
compared to $8.2 million on March 31, 1999, an increase of 96.3%.  This
significant increase was due primarily to unusually high single day check
clearings on June 30, 1999.  As a comparative, average cash and deposit
balances due from banks for the month ending June 30, 1999 was approximately
$12.0 million, or $4.1 million less than the June 30, 1998 balance of $16.1
million.  Earning assets increased $3.7 million, or 1.6% from $226.2 million
on June 30, 1998 to $229.9 million on June 30, 1999, and when compared to
March 31, 1999, an increase of $1.6 million, or 0.7% from $228.3 million.  As
of June 30, 1999 earning assets were 90.2% of total assets, compared with
92.5% on June 30, 1998 and 92.8% on March 31, 1999. Loans and investment
securities available for sale are the primary components of earning assets.
On June 30, 1999 gross loans were $132.2 million, an increase of $15 million,
or 12.9% from $117.1 million on June 30, 1998, and an increase of $5.5
million, or 4.3% from $126.7 million on March 31, 1999.  On June 30, 1999
investment securities were $97.8 million, a decrease of $2.3 million, or
2.3%, from $100.1 million on June 30, 1998, and a decrease of $3.8 million,
or 3.8% from March 31, 1999. On June 30, 1998 net loans were 47.2% of total
assets, on March 31, 1999 they were 50.9% and on June 30, 1999 they were
51.3%.  On June 30, 1998 investment securities were 40.1% of total assets, on
March 31, 1999 they were 41.3% and on June 30, 1999 they were 38.4%.

Total deposits increased $10 million, or 4.52% from $221.3 million on June
30, 1998 to $231.3 million on June 30, 1999, and they increased $11.3
million, or 5.2% from $220
million on March 31, 1999.  Deposit comparisons for June 30, 1999, and March
31, 1999, December 31, 1998 and June 30, 1998 are as follows:

<TABLE>
<CAPTION>
Comparative Total Deposits
First Bancorp, Inc.

                                               June 30,  March 31,  December 31,  June 30,
(in thousands - unaudited)                       1999       1999        1998        1998
                                              ----------------------------------------------

  Deposits
<S>                                             <C>        <C>          <C>       <C>
     Demand                                     $ 68,865   $ 63,838     $ 68,133  $  64,921
     Savings                                      46,362     47,715       48,847     45,254
     Time deposits of $100,000 or more            63,643     57,164       60,814     58,334
     Other time deposits                          52,400     51,236       51,734     52,769
                                              ----------------------------------------------

               Total Deposits                  $ 231,270  $ 219,953    $ 229,528  $ 221,278
</TABLE>

See accompanying notes to consolidatd financial statements.



                                       12
<PAGE>

When comparing June 30, 1998 with June 30, 1999, deposits increased across
most categories with demand deposits increasing by $3.9 million, or 6.1%,
savings deposits increasing $1.1 million, or 2.4%, and time deposits greater
that $100,000 (large deposits) increased $5.3 million, or 9.1%.  The only
declining category was other time deposits, which declined $369,000, or
 .7%.   This exhibit shows that deposit totals follow a defined seasonal
trend, consistent with seasonality of economic activity in southeast Alaska.
Deposit totals will be at their highest in the third quarter of the year and
run off through the first quarter at which time they begin to build again.
At the present time, all of the Company's large deposits come from
established customers in our market area.  The Company has a strict policy
against the use of brokered deposits.  A significant portion of large
deposits is generally made up of reserve funds of various municipal
communities where the Company has branch offices.  For the most part, these
deposits are priced on the basis of competitive bid and have relatively short
maturities.  On June 30, 1999 and 1998, time deposits greater than $100,000
represented 25.0% and 23.8% of total assets respectively.


CONSOLIDATED EARNINGS

The Company's net income for the six months ending June 30, 1999 was $1.03
million or $5.08 per weighted average share.  This compares to net income for
the six months ending June 30, 1998 of $1.22million, or $5.86 per weighted
average share.  Net income for the three months ending June 30, 1999 was
$561,000 or $2.84 per weighted average share as compared to net income for
the three months ending June 30, 1998 of $727,000 or $3.48 per share. The
decrease in year-to-date net income from the prior year is primarily as
result of a $439,000, or 13.6% decline in securities income, and a $209,000,
or 4.6% increase in total non-interest expense.  The increase in non-interest
expense is largely attributable to increased salaries and employee benefits
plus increased operating expenses in our electronic banking department.


NET INTEREST INCOME

Net interest income is the largest component of earnings, representing the
difference between interest and fees generated from earning assets and the
interest costs of deposits and other funds needed to support those assets.
For the six months ending June 30, 1999, net interest income before provision
for loan losses was $5.338 million, an increase of $74,000 or 1.4%, when
compared to $5.264 million for the six months ending June 30, 1998.  For the
three month period ending June 30, 1999 net interest income before provision
for loan losses was $2.66 million a decrease of $5,000, or .19% when compared
to $2.665 million for the three months ending June 30, 1998.  Growth in net
interest income has been primarily due to continued growth in loan volume,
the highest yielding component of earning assets. At June 30, 1999 gross
loans increased 12.9% to $132.2 million from $117.1 million on June 30, 1998,
and 4.3% from $126.7 million on March 31, 1999. Net interest margin was
adversely affected by a change in the composition of interest-bearing
liabilities with growth in interest bearing savings and time deposits
outpacing growth in demand deposits. This composition change increased the
Company's liability sensitivity, when interest rates change liabilities
reprice faster than assets.  This means that in a rising rate scenario net
interest margin will be adversely affected, as it was during the three-month
period ending June 30, 1999.

                                       13
<PAGE>

Net interest margin (net interest income divided by average interest-bearing
assets) increased slightly to 4.64% in the six months of 1999 from 4.59% in
the first six months of 1998.  Average interest-bearing assets grew to $230
million as of June 30 1999, compared with $223 million on June 30 1998, an
increase of 3.1%.  Average interest-bearing liabilities grew to $199 million
on June 30, 1999 compared to $193 million on June 30, 1998, an increase of
3.1%.   The average yield on interest-bearing assets during the first quarter
decreased to 7.98% in 1999 from 8.47% in 1998, or a decrease of 5.79%.  In
comparison, the average cost of interest-bearing liabilities during the first
quarter decreased to 3.87% in 1999 from 4.35% in 1998, or a decrease of
11.03%.

<TABLE>
<CAPTION>
Analysis of Net Interest Margin
First Bancorp, Inc.

                                                        Six months ended
                                                             June 31,                                  Increase
                                                               1999                 1998              (Decrease)         Change

(amounts in thousands, except percentages)
<S>                                                         <C>                  <C>                    <C>                <C>
Average interest-bearing assets                             $ 230,235            $ 223,402              $ 6,833            3.06%
Average interest-bearing liabilities                        $ 198,797            $ 192,887              $ 5,910            3.06%
Average yields earned                                           7.98%                8.47%               -0.49%           -5.79%
Average rates paid                                              3.87%                4.35%               -0.48%          -11.03%
Net interest spread (including loan
                            placement fees)                     4.11%                4.12%               -0.01%           -0.24%

Net interest income to average
      interest-earning assets                                   4.64%                4.71%               -0.07%           -1.49%

</TABLE>

NONINTEREST INCOME

Noninterest income decreased $34,000 to $1.149 million, or -2.9% for the six
months ending June 30, 1999, when compared with $1.183 million over the same
period in 1998.  For the three-month period ending June 30, 1999, noninterest
income totaled $563,000, a decrease of  $79,000, or -12.3%, over the
three-month period ending June 30, 1998 total of $642,000.  This difference
is primarily due to $44,000 in securities gains taken in the first six months
of 1998, while none was taken in 1999.  In addition, Interest rates began to
increase in early 1999 resulting in modest new mortgage loan activity in 1999
and lower origination fee and servicing rights income, especially when
compared to exceptionally strong activity in 1998.


                                       14
<PAGE>

NONINTEREST EXPENSE

Total noninterest expense increased $209,000, or 4.6%, to $4.8 million for
the six- month period ending June 30, 1999 when compared to $4.6 million for
the same period in 1998.  For the three-month period ending June 30, 1999,
noninterest expense totaled $2.34 million, an increase of $70,000, or 3.1%,
over the three-month period ending June 30, 1998 total of $2.27 million.
Salaries and employee benefits, the largest component of noninterest expense,
increased $108,000, or 3.9%, to $2.85 million for the six months ending June
30, 1999 when compared to $2.74 million for the six months ending June 30,
1998.  For the three months ending June 30, 1999, salaries and employee
benefits increased $32,000, or 2.3%, when compared to the three months ending
June 30, 1998.  Occupancy expenses increased $38,000 to $447,000, or 9.3%,
for the three-months ending June 30, 1999, compared to $409,000 for the three
months ending June 30, 1998.  This increase is primarily the result of
increase equipment and maintenance expenses associated with enhancements to
our systems and data processing department.

INCOME TAXES

The provision for income taxes increased $35,000, or 6.7%, to $557,000 for
the period ending June 30, 1999, compared to $522,000 for the period ending
June, 30 1998.  The effective tax rate for the period ending June 30, 1999 is
35% as compared to 30% for the period ending June 30, 1998.



                                       15
<PAGE>

PROVISION AND ALLOWANCE FOR LOAN LOSS

The provision for loan losses is an accrual charge or expense based on the
Company's estimate of the amount necessary to maintain the allowance for
possible loan losses at a level adequate to absorb any losses that may occur
in the loan portfolio over time.  For the six-month period ending June 30,
1999 the provision for loan losses was $120,000, a decrease of $12,000, or
9.1% over the period ending June 30, 1998 at $132,000.  The actual loan loss
experience for 1998 and the first six months of 1999 is as follows:

<TABLE>
<CAPTION>
Loan Losses and Recoveries
First Bancorp, Inc.

                                                        Three Months Ended                       Six Months Ended
                                                             June 30,                              June 30, 1998
                                                       1999             1998                   1999             1998
                                                     ---------------------------            --------------------------
(in thousands)

Loans outstanding at end
<S>                                                   <C>              <C>                  <C>              <C>
                       of period                      $ 132,230        $ 117,155            $ 132,230        $ 117,155

Reserve balance, beginning
                           of period                      1,458            1,355                1,421            1,294

Recoveries                                                    2                2                    4                3
Loans charged off                                           (14)             (22)                 (51)             (34)
                                                        -------          -------              -------          -------
Net loans charged off                                       (12)             (20)                 (47)             (31)

Provision charged to expense                                 48               60                  120              132
                                                        -------          -------              -------          -------
Reserve balance, end of period                          $ 1,494          $ 1,395              $ 1,494          $ 1,395
                                                        =======          =======              =======          =======

Reserve as a percentage of
              outstanding loans                           1.13%            1.19%                1.13%            1.19%

Minimum objective for reserve as
a percentage of outstanding loans                   1.00%                                 1.00%

Net loans charged off as a
percentage of outstanding loans                           0.01%            0.02%                0.04%            0.03%
</TABLE>


The provision for loan losses and the adequacy of the allowance for possible
loan losses are periodically reviewed by the Board of Directors and
management based upon an assessment of historic credit losses, delinquent and
problem loan trends, peer group experience, economic outlook and anticipated
growth.  Additionally, various regulatory agencies, as an integral part of
their examination process, periodically review the allowance.  Such agencies
may require the recognition of additions to the allowance based on their
judgement of information available to them at the time of their examination.

                                       16
<PAGE>

For the period ending June 30, 1999, management reviewed all of the salient
factors in determining the provision for loan loss.  While total loans
increased from $117.2 million on June 30, 1998 to $132.2 million on June 30,
1999, a 12.9% increase, the reserve for loan loss increased from $1.39
million to $1.49 million, or 7.1% during that same period.  While the reserve
for loan loss grew at a slower rate, there are several reasons management
feels that both the reserve and provision are adequate:


1.    Reserve for loan loss is currently 1.13% of total loans, 13% above the
      minimum objective of 1.0%.

2.    Charge-offs increased from $34,000, or .03% of outstanding loans during
      the period ending June 30, 1998 to $51,000, or .04%, for the period
      ending June 30, 1999.  However the dollar amount remains relatively
      minimal and the percentage remains below our peer group average of
      .16% as of March 31, 1999.

3.    Loan quality continues to remain sound (see "Nonperforming Assets"
      section below).


NONPERFORMING ASSETS

In general, nonperforming assets consist of loans that are 90 days or more
past due, loans on which the accrual of interest has been discontinued, and
other real estate (ORE).  Other real estate represents real property that was
acquired through foreclosure or taken in lieu of foreclosure.

As of June 30, 1999 the Company had $23,000 in loans past due over 90 days,
$11,000 in nonaccrual status loans, and $203,000 in ORE for nonperforming
assets totaling $237,000 which represent .09% of total assets and 1.38% of
shareholders' equity.  This is a significant improvement over December 31,
1998 totals of $265,000 in loans past due over 90 days, no loans in
nonaccrual status, and $222,000 in ORE for nonperforming assets totaling
$487,000 which represent 0.19% of total assets and 2.10% of shareholders'
equity.


                                       17
<PAGE>

<TABLE>
<CAPTION>
Past Due and Nonperforming Loans
First Bancorp, Inc.
(in thousands except for percentages)

                                        June 30, 1999               December 31, 1998              June 30, 1998

Outstanding at end of period:

<S>                                        <C>                            <C>                         <C>
            Total loans                    $132,230                       $123,122                    $117,155
            Total assets                   $254,746                       $254,795                    $244,498
            Shareholders' equity           $ 17,208                       $ 23,193                    $ 22,369

</TABLE>

<TABLE>
<CAPTION>
                                        June 30, 1999               December 31, 1998              June 30, 1998
                                        Past Due Loans                Past Due Loans               Past Due Loans
                                    30-89 days      90+ days       30-89 days    90+ days      30-89 days     90+ days

Past due and nonperforming loans:

<S>                                   <C>              <C>           <C>           <C>             <C>          <C>
Real estate loans                     $ 245            $ -           $ 124         $ -             $ -          $ -
Consumer loans                          162              -             212          11             349           45
Credit cards                             12             11               -           6              15            3
Commercial loans                          9             12             366         248             686           31
Total past due loans                  $ 428           $ 23           $ 702       $ 265         $ 1,050         $ 79

Non-accrual loans                       $ -           $ 11             $ -         $ -             $ -          $ -

Other real estate owned                 $ -          $ 203             $ -       $ 222             $ -        $ 241
                                        ============================== ===========================  ===========================
Total past due & non-accrual
                   loans and ORE      $ 428          $ 237           $ 702       $ 487         $ 1,050        $ 320

Past due & non-accrual loans
 and ORE as a percentage of:

           Total loans                 0.32%          0.18%           0.57%       0.40%           0.90%        0.27%
           Total assets                0.17%          0.09%           0.28%       0.19%           0.43%        0.13%
           Total shareholders' equity  2.49%          1.38%           3.03%       2.10%           4.69%        1.43%

</TABLE>

The most important measure of the safety and soundness of a commercial bank
is the quality of its assets.  The statistics outlined above are key measures
of asset quality and reflect favorably on the soundness of the Company.  They
provide a clear picture of management's careful, ongoing attention to this
important area of the Company.


                                       18
<PAGE>

LIQUIDITY

The Company has adopted policies to maintain adequate liquidity to enable it
to respond to changes in the Company's needs and financial environment.  The
Company's primary sources of funds are customer deposits, sales and
maturities of investment securities, the use of federal funds markets,
advances from the Federal Home Loan Bank of Seattle and net cash provided by
operating activities.  Scheduled loan repayments are a relatively stable
source of funds, while deposit inflows and unscheduled loan prepayments,
which are influenced by general interest rate levels, interest rates
available on other investments, competition, economic conditions and other
factors, are not.


CAPITAL PLANNING AND STOCKHOLDERS' EQUITY


The policy of the Company is to maintain capital adequate to support the
Company's activities and meet the needs of its customers.  Current and future
capital needs are evaluated periodically based upon an analysis of asset and
earnings trends, asset and liability diversification and maturity, asset
quality, industry comparisons and economic conditions.  In evaluating the use
of capital, management considers economic conditions and cash flow
expectations as well as effects on reported earnings.  The current market
values of assets and liabilities and off-balance sheet items and contingent
liabilities such as letters of credit are also considered.

As of June 30, 1999, total stockholders' equity was $17.2 million. This was
down from $23.2 million on December 31, 1998.  This decrease was the result
of June 1, 1999 reorganization of the Company.  The Federal Deposit Insurance
Corporation has established risk-based standards for evaluating a bank's
capital adequacy.  These standards require the Company to maintain a minimum
ratio of qualifying total capital to risk weighted assets of 8%, of which at
least 4% must be in the form of core capital (TIER 1 capital).  TIER 1
capital includes the Company's stockholders' equity, minus all intangible
assets.  As of June 30, 1999 the Company had a TIER 1 risk weighted capital
ratio of 12.2%.   As of December 31, 1998 the Company had a TIER 1 risk
weighted capital ratio of 16.5%.


                                       19
<PAGE>

                          PART II - OTHER INFORMATION


Item 6 - Exhibits and Reports on Form 8-K

(a)   Exhibits

      The following exhibit is being filed herewith and this shall constitute
      the Exhibit Index:

      27   Financial Data Schedule


(b)   Reports on Form 8-K

      None

                                      20
<PAGE>
                                  SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                              First Bancorp, Inc.
                                 (Registrant)


 /s/ William G. Moran, Jr.                 /s/ James C. Sarvela
-------------------------------------     -------------------------------------
William G. Moran, Jr.                     James C. Sarvela
President and Chief Executive Officer     Vice President and Chief Financial
                                          Officer

                                      21