SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM T-1



                   STATEMENT OF ELIGIBILITY AND QUALIFICATION
              UNDER THE TRUST INDENTURE ACT FOR 1939, AS AMENDED,
                  OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE



                 FIRST UNION NATIONAL BANK OF NORTH CAROLINA

              (Exact name of Trustee as specified in its charter)


230 SOUTH TRYON STREET, 8TH FLOOR
CHARLOTTE, NORTH CAROLINA        28288-1179           56-0900030
(Address of principal executive (Zip Code) (I.R.S. Employer Identification No.)
office)



             Public Service Company of North Carolina, Incorporated
               (Exact name of obligor as specified in its charter)


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

400 Cox Road
Post Office Box 1398
Gastonia, North Carolina                                 28053-1398
(Address of principal executive offices)                 (Zip Code)





                            SENIOR UNSECURED DEBT
                    (Title of the indenture securities)




1.       General information.

         (a)      The following are the names and addresses of each
                  examining or supervising authority to which the
                  Trustee is subject:

                  The Comptroller of the Currency, Washington, D.C.
                  Federal Reserve Bank of Richmond, Virginia. Federal
                  Deposit Insurance Corporation, Washington, D.C.
                  Securities and Exchange Commission, Division of Market
                  Regulation, Washington, D.C.

         (b)      The Trustee is authorized to exercise corporate trust
                  powers.


2.       Affiliations with obligor.

                  The obligor is not an affiliate of the Trustee.
                  (See Note 2 on Page 5)


3.       Voting Securities of the Trustee.

                  The  following  information  is  furnished as to each
                  class of voting securities of the Trustee:


                            As of September 30, 1995

        Column A                                             Column B

        Title of Class                                       Amount Outstanding

        Common Stock, par value $3.33-1/3 a share            167,795,141 shares


4.       Trusteeships under other indentures.

                  The Trustee is not a trustee  under  another
         indenture  under which  any  other   securities,   or
         certificates   of   interest  or participation in any other
         securities, of the obligor are outstanding.


5.       Interlocking directorates and similar relationships with the
         obligor or underwriters.

                  Neither  the  Trustee nor any of the  directors  or
         executive officers  of the  Trustee is a director,  officer,
         partner,  employee, appointee or  representative  of the
         obligor or of any  underwriter for the obligor.

                  (See Note 2 on Page 5)

6.       Voting securities of the Trustee owned by the obligor or its
         officials.

                  Voting  securities of the Trustee owned by the obligor
         and its directors,  partners,  executive  officers,  taken as a
         group,  do not exceed one percent of the outstanding voting
         securities of the Trustee.

                  (See Notes 1 and 2 on Page 5)


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7.       Voting securities of the Trustee owned by underwriters or their
         officials.

                  Voting  securities of the Trustee owned by any
         underwriter and its directors,  partners, and executive
         officers,  taken as a group, do not exceed one  percent of the
         outstanding  voting  securities  of the Trustee.

                  (See Note 2 on Page 5)


8.       Securities of the obligor owned or held by the Trustee.

                  The amount of securities of the obligor which the
         Trustee owns beneficially or holds as collateral  security for
         obligation in default does not  exceed  one  percent  of the
         outstanding  securities  of the obligor.

                  (See Note 2 on Page 5)


9.       Securities of underwriters owned or held by the Trustee.

                  The Trustee does not own  beneficially  or hold as
         collateral security for  obligations  in default any securities
         of an underwriter for the obligor.

                  (See Note 2 on Page 5)


10.      Ownership or holdings by the Trustee of voting securities of
         certain affiliates or security holders of the obligor.

                  The Trustee does not own  beneficially  or hold as
         collateral security for obligations in default voting
         securities of a person, who, to the  knowledge  of the  Trustee
         (1) owns 10% or more of the  voting securities  of  the obligor
         or  (2)  is an  affiliate,  other  than a subsidiary, of the
         obligor.

                  (See Note 2 on Page 5)


11.      Ownership of holders by the Trustee of any securities of a
         person owning 50 percent or more of the voting securities of
         the obligor.

                  The Trustee does not own  beneficially  or hold as
         collateral security for  obligations in default any securities
         of a person who, to the  knowledge  of  Trustee,  owns 50
         percent  or  more of the  voting securities of the obligor.
         (See Note 2 on Page 5)


12.      Indebtedness of the obligor to the Trustee.

                  The obligor is not indebted to the Trustee.


13.      Defaults by the obligor.

                  Not applicable.






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14.      Affiliations with the underwriters.

                  No underwriter is an affiliate of the Trustee.


15.      Foreign trustee.

                  Not applicable.


16.      List of Exhibits.

         (1)      Articles of Association of the Trustee as now in
                  effect.  Incorporated to Exhibit (1) filed with Form
                  T-1 Statement included in Registration Statement No.
                  33-45946.

         (2)      Certificate of Authority of the Trustee to commence
                  business.  Incorporated by reference to Exhibit (2)
                  filed with Form T-1 Statement included in Registration
                  Statement No. 33-45946.

         (3)      Authorization  of the  Trustee  to  exercise
                  corporate  trust powers,  if  such   authorization  is
                  not  contained  in  the documents specified in
                  exhibits (1) and (2) above.

         (4)      By-Laws of the Trustee.  Incorporated by reference to
                  Exhibit (4) filed with Form T-1 Statement included in
                  Registration Statement No. 33-45946.

         (5)      Inapplicable.

         (6)      Consent by the Trustee required by Section 321(b) of
                  the Trust Indenture Act of 1939.  Included at Page 6
                  of this Form T-1 Statement.

         (7)      Inaplicable.

         (8)      Inapplicable.

         (9)      Inapplicable.




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                                                       NOTES



             1. Since the Trustee is a member of First Union
         Corporation, a bank holding company,  all of the voting
         securities of the Trustee are held by First Union  Corporation.
         The securities of First Union Corporation are described in Item
         3.

             2. Inasmuch as this Form T-1 is filed prior to the
         ascertainment by the Trustee of all facts on which to base
         responsive answers to Items 2, 5, 6, 7,  8,  9, 10 and  11, the
         answers  to said Items  are  based  on  incomplete information.
         Items 2, 5, 6, 7, 8, 9, 10 and 11 may,  however by  considered
         as correct unless amended by an amendment to this Form T-1.








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                                 SIGNATURE

         Pursuant to the  requirements  of the Trust  Indenture  Act of
1939, as amended,  the Trustee,  FIRST UNION NATIONAL BANK OF NORTH
CAROLINA,  a national association  organized  and  existing  under  the
laws of the  United  States of America,  has duly caused this statement
of eligibility and  qualification to be signed on its behalf by the
undersigned,  thereunto duly authorized,  all in the City of  Charlotte,
and State of North  Carolina  on the 19th day of December , 1995.


                   FIRST UNION NATIONAL BANK OF NORTH CAROLINA
                   (Trustee)


                    BY:    (signature of Karen E. Atkinson appears here)
                           Karen E. Atkinson





                                                             EXHIBIT T-1 (6)

                                  CONSENTS OF TRUSTEE

             Under  section  321(b)  of the Trust  Indenture  Act of
1939 and in connection  with the  proposed  issuance  by  Public Service
Company  of North Carolina,  Incorporated of its Senior  Unsecured Debt,
First Union National Bank of North Carolina,  as the Trustee herein
named, hereby consents that reports of examinations  of  said  Trustee
by  Federal,  State,  Territorial  or  District authorities may be
furnished by such  authorities to the Securities and Exchange Commission
upon requests therefor.


                   FIRST UNION NATIONAL BANK OF NORTH CAROLINA


                   BY:  (signature of Daniel J. Ober appears here)
                      Daniel J. Ober, Vice President



Dated:



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