UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 10-Q


(MarkOne)
(X)QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1996

                                       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 1-11429


             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
             (Exact name of registrant as specified in its charter)

           NORTH CAROLINA                                      56-0233140
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                         Identification No.)

      400 COX ROAD, P.O. BOX 1398
       GASTONIA, NORTH CAROLINA                                  28053-1398
(Address of principal executive offices)                          (Zip Code)

                                 (704) 864-6731
              (Registrant's telephone number, including area code)

                                      NONE
                     (Former name, former address and former
                       fiscal year, if changed since last
                                    report.)

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 such  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.

Number of shares of Common Stock, $1 par value, outstanding
  at July 31, 1996   .............................................. ..19,165,630

                                        1






             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                                AND SUBSIDIARIES




             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED

                                AND SUBSIDIARIES



     The condensed  financial  statements  included herein have been prepared by
the  registant  without  audit,  pursuant  to the rules and  regulations  of the
Securities and Exchange  Commission.  Although certain  information and footnote
disclosures  normally  included in financial  statements prepared in accordance
with generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations, the registrant believes that the
disclosures   herein  are  adequate  to  make  the  information   presented  not
misleading.  It is recommended that these condensed financial statements be read
in conjunction  with the financial  statements and the notes thereto included in
the registrant's latest annual report on Form 10-K.

                                        2






                        CONSOLIDATED STATEMENTS OF INCOME
                    (In thousands, except per share amounts)


                               Three Months Ended   Nine Months Ended   Twelve Months Ended
                                     June 30             June 30             June 30
                               ------------------   ------------------  -------------------
                                 1996      1995       1996      1995      1996       1995
                               --------  --------   --------  --------  --------   --------
                                                                 
Operating revenues             $ 58,807  $ 41,650   $275,782  $221,175  $302,500   $252,032
Cost of gas                      32,382    17,414    151,341   106,389   162,017    122,341
                               --------  --------   --------  --------  --------   --------
Gross margin                     26,425    24,236    124,441   114,786   140,483    129,691
                               --------  --------   --------  --------  --------   --------

Operating expenses and taxes:
  Operating and maintenance      13,465    12,903     41,065    38,188    54,146     50,369
  Provision for depreciation      4,851     4,581     14,545    13,513    19,188     17,447
  General taxes                   3,468     2,819     13,402    11,493    15,732     13,882
  Income taxes                      736       338     17,974    16,310    15,184     14,262
                               --------  --------   --------  --------  --------   --------
                                 22,520    20,641     86,986    79,504   104,250     95,960
                               --------  --------   --------  --------  --------   --------
Operating income                  3,905     3,595     37,455    35,282    36,233     33,731

Other income                      1,089       107      2,597        93     2,723      1,117

Interest deductions               3,553     3,097     10,904     9,604    14,158     12,641
                               --------  --------   --------  --------  --------   --------
Net income                     $  1,441  $    605   $ 29,148  $ 25,771  $ 24,798   $ 22,207
                               ========  ========   ========  ========  ========   ========

Average common shares
 outstanding                     19,066    18,587     18,932    18,452    18,869     18,389

Earnings per share                 $.08      $.03      $1.54     $1.40     $1.31      $1.21

Cash dividends declared
 per share                         $.22    $.2125      $.645    $.6225    $.8575     $.8275





                                        3




                              CONSOLIDATED BALANCE SHEETS
                                     (In thousands)

                                          ASSETS

                                                    Jun 30     Sep 30      Jun 30
                                                     1996       1995        1995
                                                   --------   --------    --------
                                                                 
Gas utility plant                                  $614,243   $573,945    $554,959
  Less - Accumulated depreciation                   179,414    166,506     163,774
                                                   --------   --------    --------
                                                    434,829    407,439     391,185
                                                   --------   --------    --------

Non-utility property, net                               705        801         949
                                                   --------   --------    --------

Current assets:
  Cash and temporary investments                      3,376        993       2,581
  Restricted cash and temporary investments           5,776      4,215       4,128
  Receivables, less allowance for
   doubtful accounts                                 23,825     13,605      12,760
  Materials and supplies                              6,498      5,577       5,842
  Stored gas inventory                                9,483     12,141       8,980
  Deferred gas costs, net                            12,782      3,692        -
  Prepayments and other                               2,048      2,089       2,882
                                                   --------   --------    --------
                                                     63,788     42,312      37,173
                                                   --------   --------    --------

Deferred charges and other assets                     8,072      6,443       6,199
                                                   --------   --------    --------
  Total                                            $507,394   $456,995    $435,506
                                                   ========   ========    ========


                            CAPITALIZATION AND LIABILITIES

Capitalization:
  Common equity -
   Common stock, $1 par                            $ 19,076   $ 18,689    $ 18,603
   Capital in excess of par value                   112,116    106,655     105,346
   Retained earnings                                 64,953     48,028      56,365
                                                   --------   --------    --------
                                                    196,145    173,372     180,314
  Long-term debt                                    143,900    100,700     109,140
                                                   --------   --------    --------
                                                    340,045    274,072     289,454
                                                   --------   --------    --------

Current liabilities:
  Maturities of long-term debt                        9,300     10,480       9,540
  Accounts payable                                   23,641     20,411      13,219
  Accrued taxes                                       9,155      1,824       7,896
  Customer prepayments and deposits                   2,920      5,742       4,855
  Cash dividends and interest                         7,056      6,423       5,526
  Restricted supplier refunds                         5,776      4,215       4,128
  Deferred gas costs, net                              -          -          1,298
  Other                                               3,821      3,416       3,125
                                                   --------   --------    --------
                                                     61,669     52,511      49,587
  Interim bank loans                                 24,000     51,000      18,500
                                                   --------   --------    --------
                                                     85,669    103,511      68,087
                                                   --------   --------    --------

Deferred credits and other liabilities:
  Income taxes, net                                  56,024     52,606      51,628
  Investment tax credits                              4,119      4,646       4,553
  Accrued pension cost                               11,679     12,931      12,957
  Other                                               9,858      9,229       8,827
                                                   --------   --------    --------
                                                     81,680     79,412      77,965
                                                   --------   --------    --------
  Total                                            $507,394   $456,995    $435,506
                                                   ========   ========    ========



                                        4





                  CONSOLIDATED STATEMENTS OF RETAINED EARNINGS
                                 (In thousands)

                                             Twelve Months Ended
                                                   June 30
                                             -------------------
                                                1996      1995
                                              -------   --------
Balance beginning of period                   $56,365   $49,514
Add - Net income                               24,798    22,207
Deduct - Common stock dividends
          and other                            16,210    15,356
                                              -------   -------

Balance end of period                         $64,953   $56,365
                                              =======   =======




                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                     (In thousands)


                                              Nine Months Ended     Twelve Months Ended
                                                   June 30               June 30
                                              -----------------     -------------------
                                               1996      1995        1996       1995
                                              -------   -------     -------    --------
                                                                    
Cash Flows From Operating Activities:
  Net income                                  $29,148   $25,771     $24,798     $22,207
  Adjustments to reconcile net income
   to net cash provided by operating
   activities -
    Depreciation, depletion and other          17,744    16,055      23,301      20,821
    Deferred income taxes, net                  3,418     3,159       4,396       2,743
                                              -------   -------     -------     -------
                                               50,310    44,985      52,495      45,771
    Change in operating assets and liabilities:
       Receivables, net                       (11,748)    2,638     (12,746)      1,894
       Inventories                              1,737     5,586      (1,158)      2,129
       Accounts payable                         3,229    (2,437)     10,422      (2,423)
       Accrued pension cost                    (1,251)   (2,575)     (1,278)     (2,073)
       Other                                   (2,914)    2,665     (10,296)       (682)
                                              -------   -------     -------     -------
                                               39,363    50,862      37,439      44,616
                                              -------   -------     -------     -------

Cash Flows From Investing Activities:
  Construction expenditures                   (43,689)  (39,709)    (65,099)    (58,065)
  Non-utility and other                        (1,374)   (1,520)     (2,011)     (1,298)
                                              -------   -------     -------     -------
                                              (45,063)  (41,229)    (67,110)    (59,363)
                                              -------   -------     -------     -------

Cash Flows From Financing Activities:
  Sale of senior debentures, net of expenses   49,314      -         49,314        -
  Issuance of common stock through
   dividend reinvestment, stock purchase
   and stock option plans                       5,746     5,412       7,096       7,000
  Increase (decrease) in interim bank
   loans, net                                 (27,000)   (4,500)      5,500      18,500
  Retirement of long-term debt
   and common stock                            (7,980)     (296)    (15,496)     (7,871)
  Cash dividends                              (11,997)  (10,202)    (15,948)    (14,984)
                                              -------   -------     -------     -------
                                                8,083    (9,586)     30,466       2,645
                                              -------   -------     -------     -------

Net increase (decrease) in cash and
 temporary investments                          2,383        47         795     (12,102)
Cash and temporary investments
 at beginning of period                           993     2,534       2,581      14,683
                                              -------   -------     -------     -------

Cash and temporary investments
 at end of period                             $ 3,376   $ 2,581     $ 3,376     $ 2,581
                                              =======   =======     =======     =======

Cash paid during the period for:
  Interest (net of amount capitalized)        $10,180   $ 9,844     $12,474     $12,164
  Income taxes                                  7,845    10,669      10,663      13,915


                                        5







                          NOTES TO FINANCIAL STATEMENTS



     1. The accompanying  unaudited  consolidated financial statements and notes
should be read in conjunction  with the financial  statements and notes included
in PSNC's 1995 Annual  Report.  In the opinion of  management,  all  adjustments
necessary  for a fair  statement  of the results of  operations  for the interim
periods  have been  recorded.  Certain  amounts  previously  reported  have been
reclassified to conform with the current period's presentation.  PSNC's business
is seasonal in nature; therefore, the financial results for any  interim  
period are not  necessarily  indicative  of those which may be expected for 
the annual period.

     2. In  March  1995,  the FASB  issued  SFAS No.  121,  "Accounting  for the
Impairment of Long-Lived  Assets and Long-Lived  Assets to be Disposed Of." This
statement imposes stricter criteria for regulatory assets by requiring that such
assets be probable of future  recovery at each balance sheet date. PSNC plans to
adopt  this  standard  on  October  1,  1996.  Based on the  current  regulatory
structure  in which PSNC  operates,  PSNC does not expect the  adoption  of this
statement  to  materially  affect  PSNC's  financial  position or the results of
operations.

     3. In October 1995, the FASB issued SFAS No. 123, "Accounting for Awards of
Stock- Based  Compensation to Employees." This statement  establishes  financial
accounting and reporting standards for stock-based employee  compensation plans.
PSNC will adopt this standard on October 1, 1996. The effect on PSNC's financial
position or the results of operations of adopting this standard has not yet been
determined.

                                        6





                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

Changes in Results of Operations

(Amounts in thousands except
 degree day and customer data)             Three Months Ended June 30
                                    -----------------------------------------
                                                           Increase
                                      1996       1995     (Decrease)       %
                                    --------   --------    --------        --
Gross margin                        $ 26,425   $ 24,236    $  2,189         9
Less - Franchise taxes                 1,870      1,321         549        42
                                    --------   --------    --------
  Net margin                        $ 24,555   $ 22,915    $  1,640         7
                                    ========   ========    ========

Total volume throughput (DT):
  Residential                          3,610      2,522       1,088        43
  Commercial/small industrial          2,549      1,982         567        29
  Large commercial/industrial          7,548      7,193         355         5
                                    --------   --------    --------
                                      13,707     11,697       2,010        17
                                    ========   ========    ========

Raleigh/Durham area degree days:
  Actual                                 320        216         104        48
  Normal                                 255        255           -         -
  Percent of normal                      125%        85%

Weather normalization adjustment
 income (refund), net of
 franchise taxes                    $ (1,942)  $  1,005    $ (2,947)

Customers at end of period: (1)
  Residential                        247,666    245,510       2,156         1
  Commercial/small industrial         40,106     29,371      10,735        37
  Large commercial/industrial            400        388          12         3
                                    --------   --------    --------
                                     288,172    275,269      12,903         5
                                    ========   ========    ========


         (1) Reflected in customers at June 30, 1996 is the  reclassification of
approximately 8,000 customers from residential to commercial/small industrial.

         Net  margin  for  the  three  months  ended  June  30,  1996  increased
$1,640,000 as compared to the same period last year. This increase in net margin
is attributable to the items shown below (in thousands):




                                       Commercial/     Large
                                         Small       Commercial/
                        Residential    Industrial    Industrial   Other      Total
                        -----------    ----------    ----------  -------    ------
                                                             

Volume variances, net      $1,123        $ 578         $ 418     $ -        $2,119
Other                        -            -             -          (479)      (479)
                           ------        -----         -----     ------     ------
  Total                    $1,123        $ 578         $ 418     $ (479)    $1,640
                           ======        =====         =====     ======     ======



         This  increase  in net margin is due  primarily  to an  increase in the
number of customers served.

                                                             7






(Amounts in thousands except
 degree day data)                          Nine Months Ended June 30
                                    ----------------------------------------
                                                             Increase
                                      1996        1995      (Decrease)    %
                                    --------    --------     --------     --
Gross margin                        $124,441    $114,786     $  9,655      8
Less - Franchise taxes                 8,854       7,104        1,750     25
                                    --------    --------     --------
  Net margin                        $115,587    $107,682     $  7,905      7
                                    ========    ========     ========

Total volume throughput (DT):
  Residential                         21,379      16,529        4,850     29
  Commercial/small industrial         12,863      10,471        2,392     23
  Large commercial/industrial         22,237      22,608         (371)    (2)
                                    --------    --------     --------
                                      56,479      49,608        6,871     14
                                    ========    ========     ========

Raleigh/Durham area degree days:
  Actual                               3,816       2,936          880     30
  Normal                               3,341       3,323           18      1
  Percent of normal                      114%         88%

Weather normalization adjustment
 income (refund), net of
 franchise taxes                    $ (8,735)    $ 5,800     $(14,535)


         The increase in normal degree days for the nine and twelve months ended
June 30, 1996 is due to an additional day for the leap year.

         Net margin for the nine months ended June 30, 1996 increased $7,905,000
as  compared  to the same  period  last  year.  This  increase  in net margin is
attributable to the items shown below (in thousands):




                                       Commercial/     Large
                                         Small       Commercial/
                        Residential    Industrial    Industrial     Other      Total
                        -----------    ----------    ----------     -----     -------
                                                               
Cardinal rate increase
 (effective 1/95)           $   917       $   452       $   267     $ -       $ 1,636
Volume variances, net         3,943         1,465            50       -         5,458
Refund made in 10/94           -             -              -         732         732
Other                          -             -              -          79          79
                            -------       -------       -------     -----     -------
  Total                     $ 4,860       $ 1,917       $   317     $ 811     $ 7,905
                            =======       =======       =======    ======     =======



         This  increase  in net margin is due  primarily  to an  increase in the
number of customers  served and the Cardinal  Pipeline rate  increase  effective
January 26, 1995.

                                                             8





MANAGEMENT'S DISCUSSION (Continued)

(Amounts in thousands except
 degree day data)                        Twelve Months Ended June 30
                                    ----------------------------------------
                                                             Increase
                                      1996        1995      (Decrease)    %
                                    --------    --------     --------     --
Gross margin                        $140,483    $129,691     $ 10,792      8
Less - Franchise taxes                 9,692       8,072        1,620     20
                                    --------    --------     --------
  Net margin                        $130,791    $121,619     $  9,172      8
                                    ========    ========     ========

Total volume throughput (DT):
  Residential                         22,417      17,531        4,886     28
  Commercial/small industrial         14,247      11,839        2,408     20
  Large commercial/industrial         28,826      29,225         (399)    (1)
                                    --------    --------     --------
                                      65,490      58,595        6,895     12
                                    ========    ========     ========

Raleigh/Durham area degree days:
  Actual                               3,834       2,943          891     30
  Normal                               3,359       3,341           18      1
  Percent of normal                      114%         88%

Weather normalization adjustment
 income (refund), net of
 franchise taxes                    $ (8,735)   $  5,800     $(14,535)


         Net  margin  for the  twelve  months  ended  June  30,  1996  increased
$9,172,000 as compared to the same period last year. This increase in net margin
is attributable to the items shown below (in thousands):




                                       Commercial/     Large
                                         Small       Commercial/
                        Residential    Industrial    Industrial   Other      Total
                        -----------    ----------    ----------   -----     -------
                                                             
General rate increase
 (effective 10/94)         $ 1,191        $  291       $ (456)    $ -       $ 1,026
Cardinal rate increase         993           540          454       -         1,987
 (effective 1/95)
Volume variances, net        4,386         1,530           25       -         5,941
Refund made in 10/94          -             -            -           732        732
Other                         -             -            -          (514)      (514)
                           -------        ------       ------     ------    -------
 Total                     $ 6,570        $2,361       $   23     $  218    $ 9,172
                           =======        ======       ======     ======    =======



         This  increase  in net margin is due  primarily  to an  increase in the
number of customers served, the general rate increase effective October 7, 1994,
and the Cardinal Pipeline rate increase effective January 26, 1995.

                                        9





         Operating  and  maintenance  expenses  for the  three,  nine and twelve
months ended June 30, 1996 increased 4%, 8% and 7%, respectively, as compared to
the same periods last year. Prior period expenses for the nine and twelve months
reflect reductions of $1,138,000 for the accounting adjustments discussed below.
Absent these  adjustments,  operating and maintenance  expenses for the nine and
twelve months ended June 30, 1996,  respectively,  increased only 4% and 5% from
the  comparable  periods the prior year.  Adjustments in the prior periods which
lowered  operating and maintenance  expenses  include $829,000 related to health
and life insurance refunds received due to favorable experience realized,  along
with the  transfer  of a large  number  of  employees  to a  less-costly  health
maintenance  organization  (HMO)  provider.  Also  contributing  was a  $750,000
reversal of expenses  related to the  investigation  of former  manufactured gas
plant (MGP) sites. A favorable  ruling in PSNC's November 1994 general rate case
order  enables  PSNC to recover such  prudently  incurred  expenses  through gas
rates.  The prior period  credits are  partially  offset by one-time  charges of
$441,000  recorded in March 1995. These charges included New York Stock Exchange
listing   fees  and   employee   severance   expenses   related  to   department
reorganizations. Operating and maintenance expenses increased in all periods due
to an increase in the provision for  uncollectible  accounts,  which is based on
revenues,  increased  salary  expenses  and  related  employee  benefits.  These
increases  were  partially  offset by  decreased  power  usage at the  liquefied
natural gas  facility  and  decreased  outside  consulting  expenses  related to
information systems and employee benefits.

         Depreciation  expense  increased for the three,  nine and twelve months
ended June 30, 1996 due to utility plant additions. General taxes for the three,
nine and  twelve  months  ended  June 30,  1996  increased  23%,  17%,  and 13%,
respectively,  as compared to the same periods last year.  These  increases  are
mainly  due to  increased  franchise  taxes  based on  operating  revenues  that
increased 41%, 25%, and 20% as compared to the same periods last year.

         Other income for the three,  nine and twelve months ended June 30, 1996
increased $982,000, $2,504,000 and $1,606,000,  respectively, as compared to the
same periods last year.  These  increases are  primarily due to interest  income
associated  with  deferred gas costs and gains  realized by PSNC's gas marketing
subsidiary  from an increase in both natural gas  brokering  activities  and the
number of customers served.  Also contributing was a $265,000 gain from the sale
of land during  June 1996 and  improvements  in  merchandising  operations.  The
three- and  nine-month  periods  reflect an increase  in income  from  secondary
market transactions  entered into by the utility.  Secondary market transactions
are any  transactions  that utilize  capacity  rights on  interstate  pipelines.
Effective November 1, 1995, the shareholder  portion of the margins on secondary
market transactions  increased from 10% to 25% by an order of the North Carolina
Utilities  Commission  (NCUC).  The  increase  for the  twelve-month  period was
partially offset by a decline in income from secondary  market  transactions due
to the  reclassification  of pipeline capacity sales income to other income from
operating revenues during fiscal 1994.

         Interest  deductions  for the three,  nine and twelve months ended June
30,  1996  increased  15%,  14% and 12%,  respectively,  as compared to the same
periods last year. The primary reasons for the increase in the three-, nine- and
twelve-month  periods are  interest  expense  increases  due to the January 1996
issuance of $50,000,000 of 6.99%


                                       10





MANAGEMENT'S DISCUSSION (Continued)

Senior  Debentures due 2026.  Interest  expense on short-term debt increased for
the nine- and twelve-month periods ended June 30, 1996 due to the higher average
short-term bank loans outstanding and increased weighted interest rates.

         The  change  in  earnings  per share  for all  three  periods  reflects
increases of 3% in the average  number of common shares  outstanding as compared
to the same periods  last year.  These  increases  are  primarily  due to shares
issued  through  PSNC's  dividend  reinvestment,  employee  stock  purchase  and
nonqualified stock option plans.


Changes in Financial Condition

         The  capital  expansion  program,  through the  construction  of lines,
services, systems, and facilities, and the purchase of equipment, is designed to
help  PSNC  meet  the  growing  demand  for  its  product.  PSNC's  fiscal  1996
construction   budget  is   approximately   $61,000,000,   compared   to  actual
construction  expenditures  for fiscal  1995 of  $61,119,000.  The  construction
program is  regularly  reviewed  by  management  and is  dependent  upon  PSNC's
continuing  ability to generate adequate funds internally and to sell new issues
of debt and equity  securities on acceptable  terms.  Construction  expenditures
during  the nine and twelve  months  ended June 30,  1996 were  $43,689,000  and
$65,099,000,  respectively,  as compared to $39,709,000  and $58,065,000 for the
same periods a year ago.

         PSNC generally finances its operations with internally generated funds,
supplemented  with bank lines of credit to satisfy seasonal  requirements.  PSNC
also  borrows  under  its bank  lines  of  credit  to  finance  portions  of its
construction  expenditures pending refinancing through the issuance of equity or
long-term debt at a later date depending upon prevailing market conditions. PSNC
has  committed  lines of credit with seven  commercial  banks which vary monthly
depending  upon seasonal  requirements  and a five-year  revolving line with one
bank. For the twelve-month period beginning April 1, 1996, total lines of credit
with these banks range from a minimum of $24,000,000 to a winter-period  maximum
of  $79,000,000.  PSNC also has  uncommitted  annual  lines of  credit  totaling
$80,000,000.  Lines of credit  are  evaluated  periodically  by  management  and
renegotiated to accommodate  anticipated short-term financing needs.  Management
believes these lines are currently adequate to finance a portion of construction
expenditures, stored gas inventories and other corporate needs.

         During September 1995, PSNC made an additional principal payment on its
10% Senior  Debentures due 2003 of  $2,500,000,  the maximum  additional  annual
payment permitted pursuant to the terms of the debenture agreement.

         Effective  December 1, 1995,  PSNC  redeemed the  remaining  $3,680,000
balance of its 8% Series I First Mortgage Bonds, due 1998, at a redemption price
of 100.35%.  PSNC financed this  redemption  through the use of short-term  bank
debt.  Since this retired the balance of first mortgage  bonds,  PSNC has closed
the original indenture and all supplemental indentures.

                                       11





         On December  20,  1995,  PSNC filed with the  Securities  and  Exchange
Commission  a  registration  statement  covering  up to an  aggregate  amount of
$125,000,000  of  unsecured  debt  securities.  On January 10,  1996,  PSNC sold
$50,000,000 of 6.99% Senior  Debentures due 2026 in a public  offering under the
registration statement.  The net proceeds of $49,562,500 received on January 16,
1996  were  used to pay  down a  significant  portion  of the  then  outstanding
short-term bank debt.

         At June 30,  1996,  restricted  cash  and  temporary  investments  were
$5,776,000.  These  funds  primarily  represent  refunds  received  from  PSNC's
pipeline  supplier that have not yet been  deposited  into the expansion fund in
the  Office of the State  Treasurer.  This fund was  created  by an order of the
NCUC,  dated June 3, 1993,  for the purpose of  financing  the  construction  of
natural gas lines into unserved areas of PSNC's service territory that otherwise
would not be economically feasible to serve.

         The  increase  in  receivables  at June  30,  1996 of  $11,065,000,  as
compared to June 30, 1995,  reflects  increased gas sales due to colder  weather
and increased  tariff rates which  resulted from  increases in PSNC's  wholesale
cost of gas.

         Accounts  payable  increased  $10,422,000  as compared to June 30, 1995
mainly due to approximately  400,000  dekatherms of additional gas purchases and
to increased payables related to computer equipment purchases.

         Net deferred gas costs fluctuate in response to the operation of PSNC's
Rider D rate mechanism.  This mechanism  allows PSNC to recover margin losses on
negotiated  sales to large  commercial and  industrial  customers with alternate
fuel  capability.  It also allows PSNC to recover from  customers  all prudently
incurred  gas costs.  On a monthly  basis,  any  difference  in amounts paid and
collected  for these costs is recorded for  subsequent  refund to or  collection
from  PSNC's   customers.   Deferred  gas  costs  at  June  30,  1996  represent
undercollections from customers of $12,782,000. These undercollections primarily
reflect the unanticipated  surge in the price of natural gas during January 1996
when PSNC experienced record throughput.  PSNC's deferred gas costs balances are
approved by the NCUC in annual gas cost prudence  reviews and are collected from
or refunded to customers  over a subsequent  twelve-month  period.  Amounts that
have not been collected from or refunded to customers bear interest at an annual
rate of 10% as required by the NCUC. PSNC's strategy is to manage the balance of
deferred gas costs to a minimal level over a twelve-month  period.  Deferred gas
costs at June 30, 1995 reflect overcollections of demand costs from customers of
$1,298,000.

         On April 30, 1996, the Federal Energy Regulatory Commission (FERC) made
a preliminary  determination to grant a certificate authorizing the construction
and  operation  of the Pine Needle LNG  project,  a liquefied  natural gas (LNG)
storage  facility in Guilford  County,  North Carolina.  The FERC has approved a
12.75% return on equity for the project,  and stated that the debt  component of
the rate structure  will be determined  after  permanent  financing is obtained.
During July 1996, the FERC completed its environmental assessment of Pine Needle
and concluded that the project would have no significant  environmental  impact.
On May 30, 1996, the NCUC filed an application  for rehearing of the preliminary
determination. In its request, the NCUC contested the approved rate of return on
equity and the proposed capital structure. The FERC has not acted on the merits

                                       12





MANAGEMENT'S DISCUSSION (Continued)

of this  application  for  rehearing.  Through  June 30,  1996,  PSNC Blue Ridge
Corporation, a subsidiary of PSNC, has invested $1,713,000 in the project.


Rate Matters

         PSNC  filed a general  rate case with the NCUC on March 1, 1996  asking
for a 4.9%, or approximately  $15,400,000,  increase in annual revenues. On July
23,  1996,  a negotiated  settlement  of the case was filed with the NCUC.  This
settlement, if approved by the NCUC, will increase PSNC's rates by approximately
$2,700,000  annually and  authorizes a return on net  investment of 10.37%.  The
settlement also allows PSNC to retain approximately $3,500,000 annually of fixed
gas costs that previously would have been refunded to customers.  Therefore, the
total effect of the general rate case  settlement  will be an annual increase in
gross  margin of  approximately  $6,200,000.  PSNC  expects a general rate order
approving the settlement from the NCUC on or about October 1, 1996.

         Effective July 15, 1996, the NCUC added seven counties in western North
Carolina to PSNC's  franchised  service  territory.  PSNC's  franchised  service
territory now consists of all or parts of 33 counties in North Carolina.

                                       13





                                                                     EXHIBIT 11

             PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                        COMPUTATION OF EARNINGS PER SHARE
                    (In thousands, except per share amounts)



                                                              Three Months Ended          Nine Months Ended     Twelve Months Ended
                                                                   June 30                     June 30                June 30
                                                              ------------------          ------------------    --------------------
                                                                1996      1995              1996      1995        1996        1995
                                                              --------  --------          --------  --------    --------    --------
                                                                                                          

Net income                                                    $  1,441  $    605          $ 29,148  $ 25,771    $ 24,798    $ 22,207
                                                              --------  --------          --------  --------    --------    --------


Average common shares outstanding                               19,066    18,587            18,932    18,452      18,869      18,389

Additional dilutive effect of
 outstanding options (as determined
 by the application of the treasury
 stock method)                                                      73        50                82        50          76          50
                                                              --------  --------          --------  --------    --------    --------

Average common shares outstanding
 as adjusted                                                    19,139    18,637            19,014    18,502      18,945      18,439
                                                              --------  --------          --------  --------    --------    --------


Earnings per share, as adjusted                                  $ .08     $ .03             $1.53     $1.39       $1.31       $1.20
                                                                 =====     =====             =====     =====       =====       =====

<FN>
        This  calculation  is submitted in accordance  with  Regulation S-K item
601(b)(11)  although  not  required by footnote 2 to paragraph 14 of APB Opinion
No. 15 because it results in dilution of less than 3%.

</FN>


                                       14





                           PART II. OTHER INFORMATION


Item 1.  Legal Proceedings

As more fully disclosed in Part I under  "Environmental  Matters" and in Part II
in Note 8 to the financial  statements in the Annual Report on Form 10-K for the
period ending  September 30, 1995,  PSNC owns or has owned  portions of sites at
which manufactured gas plants were formerly operated and is cooperating with the
North  Carolina  Department  of  Environment,  Health and Natural  Resources  to
investigate these sites.


Item 2.  Changes in Securities

None.


Item 3.  Defaults Upon Senior Securities

None.


Item 4.  Submission of Matters to a Vote of Security Holders

None.


Item 5.  Other Information

None.


Item 6.  Exhibits and Reports on Form 8-K

a.       Exhibits

         10-A-24           Firm  Transportation   Service  Agreement  under Rate
                           Schedule FT, dated January 24, 1996, between PSNC and
                           Transcontinental Gas Pipe Line Corporation.

         10-A-25           General Storage Service Agreement under Rate Schedule
                           GSS,  dated  October 17,  1995,  between PSNC and CNG
                           Transmission Corporation.

         10-A-26           Firm  Transportation  Service  Agreement  under  Rate
                           Schedule  FT-NN-GSS,  dated October 17, 1995, between
                           PSNC and CNG Transmission Corporation.

         10-A-27           Firm  Transportation  Service  Agreement  under  Rate
                           Schedule FT, dated January 24, 1996, between PSNC and
                           CNG Transmission Corporation.

         10-A-28           Firm  Transportation  Service  Agreement  under  Rate
                           Schedule FT-NN,  dated October 17, 1995, between PSNC
                           and CNG Transmission Corporation.

         10-A-29           Firm  Transportation  Service  Agreement  under  Rate
                           Schedule FT, dated January 19, 1996, between PSNC and
                           Texas Gas Transmission Corporation.

                                       15





         10-A-30           Firm  Transportation  Service  Agreement  under  Rate
                           Schedule FT-1,  dated October 30, 1995,  between PSNC
                           and Texas Eastern Transmission Corporation.

         10-A-31           Interruptible Transportation Service  Agreement under
                           Rate Schedule  IT,  dated  January  23, 1996, between
                           PSNC and Transcontinental Gas Pipe Line Corporation.

         11                Statement re: computation of per share earnings.

         27                Financial Data Schedule.


b.       Forms 8-K

         There were no reports on Form 8-K filed  during the three  months ended
         June 30, 1996.


                                       16




                                   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.


                                     PUBLIC SERVICE COMPANY
                                     OF NORTH CAROLINA, INCORPORATED


                                                (Registrant)



Date August 12, 1996                 -------------------------------
                                     s\ Charles E. Zeigler, Jr.
                                        Chairman, President and
                                        Chief Executive Officer




Date August 12, 1996                 -------------------------------
                                     s\ Robert D. Voigt
                                     Senior Vice President - Corporate
                                     Development and Chief Financial Officer




                                       17