Amendment No. 23 to Registration No. 333-106268

AMENDMENT NO. 23

REGISTRATION STATEMENT

PIEDMONT NATURAL GAS COMPANY, INC.

1915 Rexford Road

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

David J. Dzuricky

with copies to:

   Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions and other factors.

CALCULATION OF REGISTRATION FEE

(1)	Estimated under Rule 457(o) and (p) solely for the purpose of calculating the registration fee.
(2)	Excluding accrued interest and accrued amortization of discount, if any, to the date of delivery.
(3)	Plus such additional principal amount of Debt Securities as may be necessary such that, if Debt Securities are issued with an original issue discount, the aggregate initial offering price of all Debt Securities, Common Stock and Common Stock Rights will equal $690,000,000.
(4)	Includes such indeterminate number of shares of Common Stock of the Registrant (and accompanying Rights), if any as (i) shall be issuable or deliverable upon conversion of any Debt Securities registered hereby which are convertible into such Common Stock and (ii) as may be required for delivery upon conversion, exercise or settlement of any such Debt Securities as a result of the anti-dilution provisions thereof. The Rights are subject to the registrant’s Rights Agreement, dated as of February 27, 1998, as amended, between the registrant and Wachovia Bank, N.A., as Rights Agent, and until a triggering event thereunder, the Rights trade with, and cannot be separated from, the Common Stock.
(5)	Reflects the amount paid in connection with the initial filing of Registration Statement 333-106268 and relates to the $500,000,000 of new Debt Securities and Common Stock being registered hereunder. This amount does not include any portion of the fees paid with respect to the $190,000,000 of unsold Debt Securities and Common Stock registered under Registration Statement No. 333-62222.

   Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included in this Registration Statement also relates to an aggregate of $190,000,000 of unsold Debt Securities and Common Stock (and accompanying rights) registered under Registration Statement No. 333-62222, filed on June 4, 2001, for which a registration fee of $47,500 was paid. This Registration Statement, which is a new registration statement, also constitutes Post-Effective Amendment No. 34 to Registration Statement No. 333-62222 and such Post-Effective Amendment No. 34 shall hereafter become effective concurrent with the effectiveness of this Registration Statement.

   The Registrant hereby amends this Registration Statement and Post-Effective Amendment No. 34 on such date or dates as may be necessary to delay their effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement and Post-Effective Amendment No. 34 shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement and Post-Effective Amendment No. 34 shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus supplement and the accompanying prospectus are not complete and may be changed. This prospectus supplement and the accompanying prospectus are not an offer to sell these securities and they are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to Completion dated October 29, 2003
Preliminary Prospectus Supplement dated November     , 2003

$250,000,000225,000,000

PIEDMONT NATURAL GAS COMPANY, INC.

$100,000,000    % Notes, Series E, Due 2013

$50,000,000    % Notes, Series E, Due 2023

$100,000,00075,000,000    % Notes, Series E, Due 2033

Interest     We will pay interest on the notes on January 1 and July 1, of each year beginning January 1, 2004. The      % Notes Due 2013, the      % Notes Due 2013 (the “ % Notes”), the      % Notes Due 2023 (the “ % Notes”) and the      % Notes Due 2033 (the “ % Notes”) (collectively, the “Notes”) will be paid semiannually on January 1 and July 1, commencing on January 1, 2004. The      % Notes will mature on           , 2013,           the      % Notes will mature on                      , 2023 and           , 2033, respectively. We may not redeem the % Notes will mature on                      , 2033.notes before maturity.

     The Notes will not be redeemable at any time prior to their applicable maturity andnotes will be unsecured obligations thatand rank equally and ratably with all of our other unsecured indebtedness. The notes will be issued only in registered form in denominations of $1,000. We do not intend to apply for listing of the notes on any national securities exchange or for quotation of the notes on any automated dealer quotation system. See “DESCRIPTION OF NOTES.”

Investing in the notes involves risks that are described in the “Risk Factors” section beginning of page 3 of the accompanying prospectus.

(1) The price to the public for the Notes includesPlus accrued interest from           , 2003, if any, from                       of the Notes. The proceeds to us do not reflect the expenses we will pay in connection with the offering other than underwriting discounts and commissions.settlement occurs after that date.

Neither the Securities and Exchange Commission nor any other regulatory bodystate securities commission has approved or disapproved of these securities or passed on this prospectus supplement and the accompanying Prospectus.prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Notes will be acquired by the underwriters for their own accounts and may be resold from time to time in one or more transactions, including negotiated transactions.     The notes will be ready for delivery in book-entry form only through The Depository Trust Company on or about                ., 2003.

Merrill Lynch & Co.

	Wachovia Securities

	U.S. Bancorp Piper Jaffray

	Sun TrustSunTrust Robinson Humphrey

	BB&T Capital Markets

Prospectus Supplement dated                      ,2003The date of this prospectus supplement is                      , 2003.

S-1

No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the Notes offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its date.

TABLE OF CONTENTS

     You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed since those dates.

S-2

THE COMPANY

     Piedmont Natural Gas Company, Inc., is an energy services company primarily engaged in the distribution of natural gas to 920,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee, including 56,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in non-utility,joint venture, energy-related businesses, including unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage, intrastate transportation and transportation.regulated natural gas distribution. We also sell residential and commercial gas appliances in Tennessee. As discussed in more detail under the heading “Recent Developments” in the accompanying Prospectus,prospectus, we recently purchased additional natural gas properties that expanded our service area into eastern North Carolina.Carolina, sold our interest in Greenbrier Pipeline Company, LLC, and entered into an agreement to sell our interests in the propane business.

USE OF PROCEEDS

     We will use the net proceeds from the sale of the Notesnotes to repay a portion of the $450$445.3 million of commercial paper that we issued on September 29, 2003, which was issued to partially finance the purchase of North Carolina Natural Gas Corporation and Progress Energy Inc.’s equity interest in Eastern North Carolina Natural Gas Company.

DESCRIPTION OF NOTES

     The following description sets forth certain terms of the Notesnotes that we will offer. This description supplements and, to the extent inconsistent therewith, replaces the description of the general terms and provisions of Debt Securities set forth under the heading “Description of Debt Securities” in the accompanying Prospectus (the “Prospectus”).prospectus. You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying Prospectus. You should not assume that the information provided by this prospectus supplement or the accompanying Prospectus is accurate as of any date other than the date on the front of this prospectus supplement.

General

     The Notesnotes are a single series of Debt Securities referred to as Medium-Term Notes Series E and will be issued under the Indentureindenture referred to in the Prospectusaccompanying prospectus between us and Citibank, N.A., as trustee (the “Trustee”).trustee. The Notesnotes are limited to an offering price of $250,000,000.$225,000,000. The notes will be unsecured obligations that rank equally and ratably with all of our other indebtedness, which as of October 31, 2003 was $1,017,059,000. A description of the rights attaching to the Debt Securitiesnotes under the Indenture can be found under the heading “Description of Debt Securities” in the Prospectus.accompanying prospectus.

     The      % Notesnotes will mature on                      , 2013, the      % Notesnotes will mature on                      , 2023 and the      % Notesnotes will mature on                      , 2033. We will pay interest on the Notesnotes (on the basis of a 360-day year of twelve 30-day months) from the date of issuance or from the most recent interest payment date to which interest has been paid or provided for, semi-annually on January 1 and July 1 of each year. The first interest payment date will be January 1, 2004. On each interest payment date, we will pay interest to the person in whose name the Notesnotes are registered at the close of business on the regular record date for that interest payment, which is the fifteenth day (whether or not a business day) of the calendar month next preceding the interest payment date.

     The Notesnotes will not be subject to redemption and will be denominated in U.S. dollars and will be issuable only in fully registered form in denominations of $100,000 and integral multiples of $1,000 in excess thereof. The notes are a new issue of securities with no established trading market.

     Each Notenote will be issued as a “Book-Entry Note”book-entry note registered in the name of the depositary or its nominee. So long as the depositary is the registered owner of the Master Securitymaster security (as defineddescribed below under “Book-Entry System”), the depositary or its nominee, as the case may be, will be considered the holder of the Book-Entry Notedescribed note or Notesnotes represented by such Master Securitymaster security for all purposes under the Indenture.indenture. See “Book-Entry System” below. Initially, DTCThe Depository Trust Company (“DTC”) will be the depositary for the Notes.notes.

S-3

     Notes other than Book-Entry NotesIn the event that the notes are issued in certificated form (as described under “Book-Entry System” below) the notes may be presented for registration of transfer or exchange at the Corporate Trust Office of Citibank, N.A., in the Borough of Manhattan, The City of New York, under the circumstances described under “Description of Debt Securities — Exchange, Registration and Transfer” in the Prospectus.York.

     We will be entitled to defease the Notesnotes subject to compliance with the terms of the Indenture.indenture. See “Description of Debt Securities — Satisfaction and Discharge” in the Prospectus.accompanying prospectus. We may at any time purchase Notesnotes at any price in the open market or otherwise. Notes so purchased by us may be held or resold or, at our discretion, may be surrendered to the Trusteetrustee for cancellation. The Notesnotes will not be entitled to the benefits of a sinking fund.

Payment of Principal and Interest

     Principal of and interest payments on Book-Entry Notesnotes registered in the name of the depositary or its nominee will be made to the depositary or its nominee, as the case may be, as the registered owner of the Book-Entry Notenote as described under “Book-Entry Notes.” Neither us, the Trustee,trustee, any paying agent nor the registrar for such Book-Entry Notesnotes will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Book-Entry Notenote or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     We expect the depositary or its nominee, upon receipt of any payment of principal or interest in respect of a Book-Entry Note,note, will credit immediately participants’ accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of such Book-Entry Notenote as shown on the records of the depositary or its nominee. We also expect that payments by participants to owners of beneficial interests in such Book-Entry Notenote held through such participants will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participants.

     PaymentsIn the event notes are issued in certificated form, payments of interest (other than interest payable at maturity or upon earlier redemption or repayment) on Notes issued in certificated formnotes will be made by mailing a check to the holder at the address of such holder appearing on the Debt Securities Register (as defined indebt securities register maintained by the Prospectus)trustee on the applicable Record Date.record date. The “Record Date”record date with respect to any interest payment date shall be the date fifteen calendar days immediately preceding such interest payment date whether or not such date is a business day. The first payment of interest on any Notenote issued between a Record Daterecord date and an interest payment date will be made on the interest payment date following the next succeeding Record Daterecord date to the holder on such next succeeding Record Date.record date. The person in whose name any Notenote is registered at the close of business on the Record Daterecord date with respect to an interest payment date shall be entitled to receive interest on such date notwithstanding the cancellation of such Notenote upon any registration of transfer or exchange subsequent to such Record Daterecord date and prior to such interest payment date.

     Notwithstanding the foregoing, if any note is issued in certificated form a holder of $1,000,000 or more in aggregate principal amount of Notes, other than Book-Entry Notes,notes of like tenor and terms shall be entitled to receive such payments by wire transfer of immediately available funds, but only if appropriate payment instructions have been received in writing by the Trusteetrustee not less than fifteen days prior to the applicable interest payment date. Principal and interest payable at maturity or upon earlier repayment in respect of Notes, other than Book-Entry Notes,notes issued in certificated form will be paid in immediately available funds upon surrender of such Notesnotes at the Corporate Trust Office of Citibank, N.A. in the Borough of Manhattan, The City of New York or such other office or agency of ours maintained for such purpose in the Borough of Manhattan, The City of New York.

S-4

Book-Entry System

     The information in this section concerning the depositary and the depositary’s book-entry system has been obtained from sources (including DTC) that we believe to be reliable. We take no responsibility for the accuracy thereof.

     Upon issuance, Book Entry Notes having the same original issue date, interest rate, maturity date and other terms, if any,notes will be represented by a single master security. The master security (the “Master Security”). Each Master Security representing Book-Entry Notes will be deposited with, or on behalf of, the depositary, and registered in the name of a nominee of the depositary. Book-Entry NotesThe notes will not be exchangeable for Certificated Notescertificated notes at the option of the holder and, except as set forth below, will not otherwise be issuable in definitive form.

     DTC has advised us and the Agentsunderwriters as follows: DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants, (“Direct Participants”)commonly referred to as direct participants, deposit with DTC. DTC also facilitates the settlement among Direct Participantsdirect participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book-entry changes in Direct Participants’direct participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participantsparticipants include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participantsdirect participants and by the New York Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks and trust companies that clear through or maintain a custodial relationship with a Direct Participant,direct participant, either directly or indirectly (“Indirect Participants”).and that are commonly referred to as indirect participants. The Rulesrules applicable to DTC and its Directdirect and Indirect Participantsindirect participants are on file with the Securities and Exchange Commission.

     Purchases of Book-Entry Notesthe notes under the DTC Systemsystem must be made by or through Direct Participants.direct participants. After we issue Book-Entry Notesthe notes represented by the Master Security,master security, the depositary will credit, on its book-entry system, the respective principal amounts of the Book-Entry Notesnotes represented by the Master Securitymaster security to the accounts of Participants.participants. The accounts to be credited shall be designated by the Agents or underwriters of such Book-Entry Notes, by certain other agents of ours or by us if such Book-Entry Notes are offered and sold directly by us.notes. The ownership interest of each actual purchaser of each security, (“Beneficial Owner”)a beneficial owner, is in turn to be recorded on the Directdirect and Indirect Participants’indirect participants’ records. Beneficial Ownersowners will not receive written confirmation from DTC of their purchase, but Beneficial Ownersbeneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Directdirect or Indirect Participantindirect participant through which the Beneficial Ownerbeneficial owner entered into the transaction. Transfers of ownership interests in the Notesnotes are to be accomplished by entries made on the books of Directdirect and Indirect Participantsindirect participants acting on behalf of beneficial owners. Beneficial Owners. Beneficial Ownersowners will not receive certificates representing their ownership interests in Notes,notes, except in the event that use of the book-entry system for the Book-Entry Notesnotes is discontinued. To facilitate subsequent transfers, the Master Securitymaster security deposited by Participantsparticipants with DTC will be registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of the Master Securitymaster security with DTC and its registration in the name of Cede & Co. or such other nominee do not effect any change in beneficial ownership. So long as the depositary for the Master Security,master security, or its nominee, is the registered owner of the Master Security,master security, the depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Book-Entry Notesnotes represented by such Master Securitymaster security for all purposes under the Indenture.indenture. Except as provided below, owners of beneficial interests in Book-Entry Notesthe notes represented by the Master Securitymaster security will not be entitled to have Book-Entry Notesthe notes represented by such Master Securitymaster security registered in their names, will not receive or be entitled to receive physical delivery of Book-Entry Notesthe notes in definitive form and will not be considered the owners or holders thereof under the Indenture.indenture. Unless and until it is exchanged in whole or in part for individual certificates evidencing the Book-Entry Notesnotes represented thereby, the Master Securitymaster security may not

S-5

be transferred except as a whole by the depositary for the Master Securitymaster security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by the depositary or any nominee to a successor depositary or any nominee of such successor. Conveyance of notices and other communications by DTC to Direct Participants,direct participants, by Direct Participantsdirect participants to Indirect Participants,indirect participants, and by Direct Participantsdirect participants and Indirect Participantsindirect participants to Beneficial Ownersbeneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. In addition, neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to Notes.notes. Under its usual procedures, DTC mails an Omnibus Proxyomnibus proxy to us as soon as possible after the record date. The Omnibus Proxyomnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participantsdirect participants to whose accounts the Notesnotes are credited on the record date (identified in a listing attached to the Omnibus Proxy)omnibus proxy).

     Payments of principal of and interest, if any, on the Book-Entry Notesnotes represented by the Master Securitymaster security registered in the name of the depositary or its nominee will be made by us through the Paying Agentpaying agent to the depositary or its nominee, as the case may be, as the registered owner of the Master Security.master security. There will be no responsibility or liability on us, the Trustee,trustee, any Paying Agentpaying agent or the registrar of the Notesnotes for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Master Securitymaster security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.

     We have been advised that DTC will credit the accounts of Direct Participantsdirect participants with payment in amounts proportionate to their respective holdings in principal amount of interest in the Master Securitymaster security as shown on the records of DTC. We have been advised that DTC’s practice is to credit Direct Participants’direct participants’ accounts upon receipt of funds. We expect that payments by Participantsparticipants to Beneficial Ownersbeneficial owners will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participantparticipant and not of DTC, Agent,the underwriters, or Issuer,us, subject to any statutory or regulatory requirements as may be in effect from time to time.

     We may at any time and in our sole discretion determine not to use the depositary’s book-entry system with respect to the Master Securitymaster security and elect to use Global Securities,global securities, as described in the following sentence. In such event, upon issuance, all Book-Entry Notesthe notes having the same Issue Date,issue date, stated maturity date, reset, extension, redemption and repayment provisions, Interest Payment Period, Interest Payment Dates, Record Dates,interest payment period, interest payment dates, record dates, and interest rate would be represented by a single global security. Each global security (a “Global Security”). Each Global Security representing Book-Entry Notesthe notes would be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or its nominee.

     If the depositary with respect to the Master Securitymaster security is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by us within 90 days, we will issue Certificated Notescertificated notes in exchange for the Book-Entry Notesnotes represented by the Master Security.master security. In addition, we may at any time and in our sole discretion determine not to use the depositary’s book-entry system, and, in such event, will issue Certificated Notescertificated notes in exchange for the Book-Entry Notesnotes represented by the Master Security.master security.

CERTAINMATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     This section describes certainmaterial United States federal income tax consequences of the acquisition and disposition of Notesnotes as of the date hereof. Except where noted, this section deals only with Notesnotes held as capital assets by initial purchasers, excluding those in special situations, such as foreign investors (including nonresident alien individuals and foreign corporations), dealers in securities, traders in securities that elect to mark-to-market, financial institutions, individual retirement or other tax-deferred accounts, tax-exempt organizations, insurance companies, persons who will hold Notesnotes as a hedge against currency risk,

S-6

Information Reporting and Backup Withholding

S-7

     In addition, upon the sale of a Notenote to (or through) a broker, the broker must backup withhold, unless either (i) the broker determines that the seller is a corporation or other exempt recipient or (ii) the seller provides, in the required manner, certain identifying information. Such a sale must also generally be reported by the broker to the IRS, unless the broker determines that the seller is an exempt recipient. The term “broker” generally includes all persons who, in the ordinary course of a trade or business, stand ready to effect sales made by others, as well as brokers and dealers registered as such under the laws of the United States or a state. TheseAll of these requirements will generally will apply to a United States office of a broker, andwhile the information reporting requirements generally will also apply to a foreign office of a United States broker, as well as to a foreign office of a foreign broker if the broker is (i) a controlled foreign corporation within the meaning of Section 957(a) of the Internal Revenue Code, (ii) a foreign person 50 percent or more of whose gross income from all sources for the 3-year period ending with the close of its taxable year preceding the payment (or for such part of the period that the foreign broker has been in existence) was effectively connected with the conduct of a trade or business within the United States or (iii) a foreign partnership if it is engaged in a trade or business in the United States or if 50 percent or more of its income or capital interests are held by U.S. persons.

     Generally, any amounts withheld under the backup withholding rules would be allowed as a refund or a credit against the holder’s United States federal income tax.

     THE DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER’S PARTICULAR SITUATION. PERSONS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES OF THE ACQUISITION AND DISPOSITION OF THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN UNITED STATES OR OTHER TAX LAWS.

UNDERWRITING

S-8

     The Underwritersunderwriters are offering the Notes,notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matersmatters by their counsel, including the validity of the Notes,notes, and other conditions contained in the Purchase Agreement,purchase agreement, such as the receipt by the Underwritersunderwriters of officer’s certificates and legal opinions. The Underwritersunderwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.

Commissions and Discounts

     The Underwritersunderwriters have advised us that they propose initially to offer the notes to the public at the public offering price on the cover page of this prospectus supplement, and to dealers at that price less a concession not in excess of      % of the principal amount of the Notes.notes. The Underwritersunderwriters may allow, and the dealers may reallow, a discount not in excess of      % of the principal amount of the Notesnotes to other dealers. After the initial public offering, the public offering price, concession and discount may be changed.

     The following table shows the public offering price, underwriting discount and proceeds before expenses to us.

The expenses of the offering, including printing, rating agency fees, trustee’s fees and legal fees, but not including the underwriting discount, are estimated to be $150,000 and are payable by us.

New Issues of Notes

     The Notesnotes are a new issue of securities with no established trading market. We do not intend to apply for listing of the Notesnotes on any national securities exchange or for quotation of the Notesnotes on any automated dealer quotation system. We have been advised by the Underwritersunderwriters that they presently intend to make a market in the Notesnotes after completion of the offering. However, they are under no obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading market for the Notesnotes or that an active public market for the Notesnotes will develop. If an active public trading market for the Notesnotes does not develop, the market price and liquidity of the Notesnotes may be adversely affected.

Price Stabilization and Short Positions

     In connection with the offering, the Underwritersunderwriters are permitted to engage in transactions that stabilize the market price of the Notes.notes. Such transactions consist of bids or purchases to peg, fix or maintain the price of the Notes.notes. If the Underwritersunderwriters create a short position in the Notesnotes in connection with the offering, i.e., if they sell more Notesnotes than are on the cover page of this prospectus supplement, the Underwritersunderwriters may reduce that short position by purchasing Notesnotes in the open market. Purchases of a security to stabilize the price or to reduce a short position could cause the price of the security to be higher than it might be in the absence of such purchases.

     Neither we nor any of the Underwritersunderwriters makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of the Notes.notes. In addition, neither we nor any of the Underwritersunderwriters makes any representation that the Underwritersunderwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

Other Relationships

     Some of the underwriters and their affiliates have engaged in, and may in the future engage in, investment banking and other commercial dealings in the ordinary course of business with us. For example, Merrill Lynch, Pierce, Fenner & Smith Incorporated has acted as investment advisor in connection with our acquisition of NCNG and an equity interest in EasternNC. They have received customary fees and commissions for these transactions.

VALIDITY OF NOTESLEGAL MATTERS

     The validity and enforceability of the Notes under North Carolina law will be passed upon for us by Nelson, Mullins, Riley & Scarborough, LLP, Charlotte, North Carolina,Carolina. Certain legal matters in connection with the issuance of the notes, including the validity and enforceability of the notes under New York law, will be passed upon for the Agentsunderwriters by Orrick, Herrington & Sutcliffe LLP, New York, New York.

S-9

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION DATED OCTOBER 29,NOVEMBER      , 2003

PROSPECTUS

PIEDMONT NATURAL GAS COMPANY, INC.

By this prospectus, we offer up to

$690,000,000

of debt securities and common stock

       Our Common Stock is traded on the New York Stock Exchange, or NYSE, under the symbol “PNY.” Each prospectus supplement will list the exchanges, if any, on which any Debt Securities issued thereunder will be listed.

WE WILL PROVIDE SPECIFIC TERMS OF THESE SECURITIES IN SUPPLEMENTS TO THIS PROSPECTUS. THIS PROSPECTUS MAY NOT BE USED TO SELL SECURITIES UNLESS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT. YOU SHOULD READ THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENTS CAREFULLY BEFORE YOU INVEST.

     We may offer our securities at a fixed public offering price or at varying prices determined at the time of sale. Our securities may be offered through underwriters, agents or dealers. The supplements to this prospectus will describe the terms of any particular plan of distribution, including any underwriting arrangements. The “Plan of Distribution” section of this prospectus also provides more information on this topic.

     Our principal executive offices are maintained at 1915 Rexford Road, Post Office Box 33068, Charlotte, North Carolina 28233, and our telephone number is (704) 364-3120.

      Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 34 of this prospectus. Additional risks relating to a particular security may appear in the accompanying prospectus supplement.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus is                , 2003.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

      This Prospectus Summary calls your attention to selected information in this document but may not contain all the information that is important to you. To better understand the offering and for a more complete description of the offering, you should read this entire document carefully, including particularly the “Risk Factors” section, as well as the documents we have referred you to in the section called “Incorporation of Certain Documents by Reference.”

The Company

     Piedmont Natural Gas Company, Inc., is an energy services company primarily engaged in the distribution of natural gas to 920,000 residential, commercial and industrial customers in North Carolina, South Carolina and Tennessee, including 56,000 customers served by municipalities who are wholesale customers. Our subsidiaries are invested in non-utility,joint ventures, energy-related businesses, including unregulated retail natural gas and propane marketing, and interstate and intrastate natural gas storage, intrastate transportation and transportation.regulated natural gas distribution. We also sell residential and commercial gas appliances in Tennessee. As discussed in more detail under the heading “Recent Developments,” we recently purchased additional natural gas properties that expanded our service area into eastern North Carolina.Carolina and we have entered into an agreement to sell our equity interests in our propane marketing business.

Recent Developments

     Effective at the close of business on September 30, 2003, we purchased for $417.5 million in cash 100% of the common stock of North Carolina Natural Gas Corporation (NCNG). NCNG, previously a natural gas distribution subsidiary of Progress Energy, Inc. (Progress), served approximately 180,000 customers in eastern North Carolina, including 56,000 customers served by four municipalities who were wholesale customers of NCNG. The purchase price for the NCNG common stock will be increased by the amount of NCNG’s working capital on the closing date. Based on a preliminary working capital schedule, the closing date working capital was approximately $32.4 million. This amount may be increased or decreased when NCNG’s final balance sheet at the closing date (the close of business on September 30, 2003) is known. NCNG was merged into Piedmont Natural Gas Company, Inc., immediately following the closing. We also purchased for $7.5 million in cash Progress’ equity interest in Eastern North Carolina Natural Gas Company (EasternNC). EasternNC is a regulated utility that has a certificate of public convenience and necessity to provide natural gas service to 14 counties in eastern North Carolina.

On November 6, 2003, we announced that we had sold our 33% equity interest in Greenbrier Pipeline Company, LLC (Greenbrier), for $9.2 million, which equates to our book value investment.

On November 7, 2003, we announced that we and our three utility partners had agreed to sell our interests in US Propane, L.P., for $130 million, of which our portion is $26.9 million. This transaction is subject to regulatory approvals and certain financial conditions. If completed, we expect to realize a one-time gain of approximately $.03 to $.05 per diluted share in fiscal 2004.

On September 22, 2003, the Tennessee Regulatory Authority voted to authorize us to increase the rates for our Nashville Gas Company division by an amount designed to permit us to increase our margin (revenues less cost of gas) from the distribution of natural gas to our Tennessee customers by approximately $10.3 million annually.

By order dated October 30, 2003, the North Carolina Utilities Commission authorized us to increase our rates by an amount designed to permit us to increase our margin from the distribution of natural gas to the customers of our NCNG division by approximately $29.4 million annually.

2

     See “THE COMPANY — Recent Developments.”

Securities We May Offer under this Prospectus

     We may use this prospectus from time to time to sell up to $690,000,000 of debt securities, common stock, or a combination of debt securities and common stock. This prospectus is a part of a “shelf” registration process, under which we may, over a period not expected to exceed two years, sell these securities in one or more offerings. This prospectus provides you with a general description of the securities we may offer. Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the terms of that offering. The prospectus supplement may also add, update or change information contained in this prospectus.

Use of Proceeds

     Unless otherwise specified in the applicable prospectus supplement, we will use the net proceeds from the sale of the securities to repay $450$445.3 million of commercial paper issued on September 29, 2003, to partially finance the purchase of NCNG and Progress’ equity interest in EasternNC. The remainder is expected to be used for general corporate purposes, including construction of additional facilities, the repayment of other short-term debt and working capital needs.

23

RISK FACTORS

      A decrease in the availability of adequate pipeline transportation capacity could reduce our revenues and profits.Our gas supply depends upon the availability of adequate pipeline transportation capacity. We purchase a substantial portion of our gas supply from interstate sources. Interstate pipeline companies transport the gas to our system. A decrease in interstate pipeline capacity available to us or an increase in competition for interstate pipeline transportation service could reduce our normal interstate supply of gas.

     Changes in federal regulations could reduce the availability or increase the cost of our interstate gas supply and thereby result in lower revenues and profits.We purchase our gas supply from interstate sources. The Federal Energy Regulatory Commission regulates the transmission of the natural gas we receive from interstate sources, and it could increase our transportation costs or decrease our available pipeline capacity by changing its regulatory policies. Such regulatory actions could result in lower revenues and profits.

     Abnormal weather conditions may cause our revenues and profits to vary from year to year.Our revenues vary from year to year, depending in part on weather conditions. We estimate that approximately 50% to 60% of our annual gas sales are to temperature-sensitive customers. As a result, mild winter temperatures can cause a decrease in the amount of gas we sell in any year.

     The protection against abnormal weather conditions afforded by our Weather Normalization Adjustment (WNA) mechanism depends upon continued regulatory approval, the loss of which could adversely affectreduce our revenues and profits.We have a WNA mechanism in all three states in which we distribute natural gas that partially offsets the impact that unusually cold or warm weather has on residential and commercial customer billings and margin. The WNA is most effective in a reasonable temperature range relative to normal weather using 30 years of history. The WNA generated revenues from customers of $19.8 million in 2002, refunds to customers of $8.5 million in 2001 and revenues of $19.3 million in 2000. Weather 15% warmer than normal was experienced in 2002, compared with 8% colder than normal in 2001 and 13% warmer than normal in 2000. The protection afforded by the WNA depends upon continued regulatory approval. The loss of this continued regulatory approval could reduce our revenues and profits.

     The potential that our customers may be able to acquire natural gas without using our distribution system could result in lower revenues and profits.Our larger customers can obtain their natural gas supplies by purchasing natural gas directly from interstate suppliers, local producers or marketers and arranging for alternate transportation of the gas to their plants or facilities. Customers may undertake such a bypass of our distribution system in order to achieve lower prices for their gas service. Our larger customers who are in close proximity to alternative supplies would be most likely to consider taking this action. This potential to bypass our distribution system creates a risk of the loss of large customers and thus could result in lower revenues and profits.

     Regulatory actions at the state level could result in lower revenues and profits.Our natural gas distribution operations are regulated by the North Carolina Utilities Commission, the Public Service Commission of South Carolina and the Tennessee Regulatory Authority. Our operating revenues are generated by our regulated segment. We face the risk that one or more of these regulatory commissions may fail to grant us adequate and timely rate increases or may take other actions that would cause a reduction in our operating income, such as limiting our ability to pass on to our customers our increased costs of natural gas. Such regulatory actions could result in lower revenues and profits.

     Volatility in the price of natural gas could reduce our revenues and profits.Significant increases in the price of natural gas would likely cause our retail customers to conserve or switch to alternate

4