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

                                    FORM 10-Q


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


                  For the quarterly period ended MARCH 31, 2001
                                                 --------------

                                       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 000-27205
                                               ---------


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)


        NORTH CAROLINA                                  56-2132396
        --------------                                  ----------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)

                  518 West C Street
                NEWTON, NORTH CAROLINA                          28658
                ----------------------                          -----
        (Address of principal executive office)              (Zip Code)

                                 (828) 464-5620
                                 --------------
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for 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.
3,218,714  SHARES  OF  COMMON  STOCK, NO PAR VALUE, OUTSTANDING AT MAY 14, 2001.
- --------------------------------------------------------------------------------



                                      INDEX

PART  I  -  FINANCIAL  INFORMATION                                       PAGE(S)

Item 1.   Financial Statements

           Consolidated Balance Sheets at March 31, 2001
           (Unaudited) and December 31,  2000                                  3

           Consolidated Statements of Earnings for the
           three months ended March 31, 2001 and March
           31, 2000 (Unaudited)                                                4

           Consolidated Statements of Comprehensive Income
           for the three months ended March 31, 2001 and
           March 31, 2000 (Unaudited)                                          5

           Consolidated Statements of Cash Flows for the
           three months ended  March 31, 2001 and March 31,
           2000 (Unaudited)                                                  6-7

           Notes to Consolidated Financial Statements (Unaudited)            8-9

Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                       10-12

Item 3.    Quantitative and Qualitative Disclosures About Market Risk         13

PART  II  -  OTHER  INFORMATION

Item 1.    Legal Proceedings                                                  14

Item 2.    Changes in Securities and Use of Proceeds                          14

Item 3.    Defaults upon Senior Securities                                    14

Item 4.    Submission of Matters to a Vote of Security Holders                14

Item 5.    Other Information                                                  14

Item 6.    Exhibits and Reports on Form 8-K                                   14

Signatures                                                                    16


     This  Form  10-Q  contains forward-looking statements. These statements are
subject  to  certain  risks and uncertainties that could cause actual results to
differ  materially  from  those  anticipated  in the forward-looking statements.
Factors  that  might  cause  such  a difference include, but are not limited to,
changes  in interest rate environment, management's business strategy, national,
regional, and local market conditions and legislative and regulatory conditions.
     Readers  should  not  place  undue  reliance on forward-looking statements,
which  reflect  management's  view  only  as  of  the  date hereof.  The Company
undertakes  no obligation to publicly revise these forward-looking statements to
reflect  subsequent  events  or  circumstances.  Readers  should  also carefully
review the risk factors described in other documents the Company files from time
to  time  with  the  Securities  and  Exchange  Commission.


                                        2



PART  I.     FINANCIAL  INFORMATION

ITEM  1.     FINANCIAL  STATEMENTS


             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                          Consolidated Balance Sheets


                                                                 March 31,   December 31,
              Assets                                               2001          2000
              ------                                           ------------  ------------
                                                               (Unaudited)
                                                                       
Cash and due from banks                                        $ 14,306,300    13,619,197
Federal funds sold                                                  929,000     5,020,000
                                                               ------------  ------------
      Cash and cash equivalents                                  15,235,300    18,639,197

Investment securities available for sale                         69,291,690    71,564,844
Other investments                                                 5,398,873     2,398,873
                                                               ------------  ------------
      Total securities                                           74,690,563    73,963,717

Mortgage loans held for sale                                      3,105,440     1,563,700
Loans, net                                                      426,997,215   406,226,100

Premises and equipment, net                                      14,556,180    12,907,968
Accrued interest receivable and other assets                      5,723,399     5,701,105
                                                               ------------  ------------
                  Total assets                                 $540,308,097   519,001,787
                                                               ============  ============

      Liabilities and Shareholders' Equity
      ------------------------------------

Deposits:
      Demand                                                   $ 56,246,962    52,793,390
      Interest-bearing demand                                    33,229,160    34,620,234
      Savings                                                    85,492,312    83,207,677
      Time, $100,000 or more                                    144,358,547   129,111,812
      Other time                                                150,089,108   150,340,229
                                                               ------------  ------------
            Total deposits                                      469,416,089   450,073,342

Demand notes payable to U.S. Treasury                               416,054     1,600,000
FHLB borrowings                                                  22,285,714    21,357,142
Accrued interest payable and other liabilities                    3,431,781     2,932,284
                                                               ------------  ------------
                  Total liabilities                             495,549,638   475,962,768
                                                               ------------  ------------
Shareholders' equity:

      Preferred stock, no par value; authorized
            5,000,000 shares; no shares issued
            and outstanding                                               -             -
      Common stock, no par value; authorized
            20,000,000 shares; issued and outstanding
            3,218,714 shares in 2001 and 2000                    36,407,798    36,407,798
      Retained earnings                                           7,676,678     6,627,533
      Accumulated other comprehensive income                        673,983         3,688
                                                               ------------  ------------
                  Total shareholders' equity                     44,758,459    43,039,019
                                                               ------------  ------------

                  Total liabilities and shareholders' equity   $540,308,097   519,001,787
                                                               ============  ============

See accompanying notes to consolidated financial statements.



                                        3



             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                Consolidated Statements of Earnings (Unaudited)

                   Three months ended March 31, 2001 and 2000


                                                                    2001             2000
                                                               ---------------  ---------------
                                                                          
Interest income:
     Interest and fees on loans                                $    9,796,891         8,079,359
     Interest on federal funds sold                                    31,676            21,942
     Interest on investment securities:
          U.S. Treasury                                                     -            12,567
          U.S. Government agencies                                    794,591           670,112
          States and political subdivisions                           247,422           254,859
          Other                                                        64,146            38,658
                                                               ---------------  ---------------

               Total interest income                               10,934,726         9,077,497
                                                               ---------------  ---------------

Interest expense:
     Interest bearing demand deposits                                  75,467           110,253
     Savings deposits                                                 797,408           752,277
     Time deposits                                                  4,692,374         2,913,530
     FHLB borrowings                                                  317,414           221,790
     Other                                                             21,905            17,212
                                                               ---------------  ---------------
               Total interest expense                               5,904,568         4,015,062
                                                               ---------------  ---------------

          Net interest income                                       5,030,158         5,062,435

Provision for loan losses                                             429,500           256,500
                                                               ---------------  ---------------

          Net interest income after provision for loan losses       4,600,658         4,805,935
                                                               ---------------  ---------------

Other income:
     Service charges                                                  609,960           371,446
     Other service charges and fees                                   128,374            94,732
     Gain (loss) on sale of securities                                 (8,736)                -
     Mortgage banking income                                          204,827            89,909
     Insurance and brokerage commissions                               55,043            26,500
     Miscellaneous                                                    612,431           280,050
                                                               ---------------  ---------------
          Total other income                                        1,601,899           862,637
                                                               ---------------  ---------------
Other expense:
     Salaries and employee benefits                                 2,447,965         2,221,395
     Occupancy                                                        694,800           591,834
     Other                                                          1,016,975           979,719
                                                               ---------------  ---------------
          Total other expenses                                      4,159,740         3,792,948
                                                               ---------------  ---------------

          Earnings before income taxes                              2,042,817         1,875,624

Income taxes                                                          671,800           606,000
                                                               ---------------  ---------------

          Net earnings                                         $    1,371,017         1,269,624
                                                               ===============  ===============

Net earnings per share                                         $         0.43              0.39
                                                               ===============  ===============

Cash dividends declared per share                              $         0.10              0.09
                                                               ===============  ===============


See  accompanying  notes  to  consolidated  financial  statements.


                                        4



             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

          Consolidated Statements of Comprehensive Income (Unaudited)

                   Three months ended March 31, 2001 and 2000

                                                                  2001          2000
                                                             --------------  ----------
                                                                       

Net earnings                                                 $    1,371,017  1,269,624
                                                             --------------  ----------

Other comprehensive income, net of tax:
     Unrealized gains (losses) on investment securities
         available for sale:
            Unrealized gains (losses) arising during the
               period, net of taxes of $431,052 and
                  $(132,516), respectively                          675,628   (207,705)

        Less reclassification adjustment for (gains) losses
           included in net earnings, net of taxes of $3,403
              and $0, respectively                                    5,333          -
                                                             --------------  ----------

Other comprehensive income                                          670,295   (207,705)
                                                             --------------  ----------

Comprehensive income                                         $    2,041,312  1,061,919
                                                             ==============  ==========


See  accompanying  notes  to  consolidated  financial  statements.


                                        5



             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                Consolidated Statements of Cash Flows (Unaudited)

                   Three months ended March 31, 2001 and 2000

                                                                        2001           2000
                                                                    -------------  ------------
                                                                             
Cash flows from operating activities:
   Net earnings                                                     $  1,371,017     1,269,624
   Adjustments to reconcile net earnings to
      net cash provided by operating activities:
         Depreciation, amortization and accretion                        323,280       189,971
         Provision for loan losses                                       429,500       256,500
         Loss on sale of investment securities                             8,736             -
         Loss (gain) on sale of mortgage loans                            (5,095)       25,316
         Loss on sale of premises and equipment                            1,819             -
         Loss on sale of other real estate                                 4,419             -
   Change in:
               Other assets                                             (315,492)     (315,250)
               Other liabilities                                         499,497       943,916
               Mortgage loans held for sale                           (1,536,645)      964,907
                                                                    -------------  ------------

               Net cash provided by operating activities                 781,036     3,334,984
                                                                    -------------  ------------

Cash flows from investing activities:
   Purchases of investment securities available-for-sale             (11,822,733)   (1,558,733)
   Proceeds from calls and maturities of investment securities
        available for sale                                             6,727,219     1,543,842
   Proceeds from sales of investment securities available for sale     8,458,750             -
   Purchase of other investments                                      (3,000,000)     (238,773)
   Net change in loans                                               (21,395,615)  (14,448,443)
   Purchase of premises and equipment                                 (4,430,092)     (274,704)
   Proceeds from sale of premises and equipment                        2,499,306             -
   Proceeds from sale of other real estate                                12,731             -
                                                                    -------------  ------------

               Net cash used in investing activities                 (22,950,434)  (14,976,811)
                                                                    -------------  ------------

Cash flows from financing activities:
   Net change in deposits                                             19,342,747    17,345,083
   Change in demand notes payable to U.S. Treasury                    (1,183,946)     (536,618)
   Net change in FHLB borrowings                                         928,572       (71,428)
   Cash dividends                                                       (321,872)     (292,632)
                                                                    -------------  ------------

            Net cash provided by financing activities                 18,765,501    16,444,405
                                                                    -------------  ------------

Net change in cash and cash equivalents                               (3,403,897)    4,802,578

Cash and cash equivalents at beginning of the period                  18,639,197    16,997,311
                                                                    -------------  ------------

Cash and cash equivalents at end of the period                      $ 15,235,300    21,799,889
                                                                    =============  ============



                                        6



             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

                Consolidated Statements of Cash Flows (Unaudited)

                   Three months ended March 31, 2001 and 2000

                                  (Continued)

                                                                 
Supplemental disclosures of cash flow information:
       Cash paid during the year for:
           Interest                                        $5,717,225  3,931,685
           Income taxes                                    $  136,593          -
Noncash investing and financing activities:
       Change in net unrealized gain (loss) on investment
           securities available for sale, net of tax       $  670,295   (207,705)
       Transfer of loans to other real estate              $  195,000          -


See  accompanying  notes  to  consolidated  financial  statements.


                                        7

             PEOPLES BANCORP OF NORTH CAROLINA, INC. AND SUBSIDIARY

             Notes to Consolidated Financial Statements (Unaudited)


(1)     Summary  of  Significant  Accounting  Policies
        ----------------------------------------------

        The  consolidated  financial statements include the financial statements
        of  Peoples  Bancorp  of  North  Carolina,  Inc.  and  its  wholly owned
        subsidiary,  Peoples  Bank.  All  significant  intercompany balances and
        transactions  have  been  eliminated  in  consolidation.

        A  description  of  the Company's significant accounting policies can be
        found in Note 1 of the Notes to Consolidated Financial Statements in the
        Company's  2000 Annual Report to Shareholders which is Appendix A to the
        Proxy  Statement for the May 3, 2001 Annual Meeting of Shareholders. The
        consolidated  financial  statements in this report are unaudited. In the
        opinion  of  management,  all adjustments (none of which were other than
        normal  accruals)  necessary  for  a  fair presentation of the financial
        position  and  results of operations for the periods presented have been
        included.

        Management of the Company has made a number of estimates and assumptions
        relating  to  reporting  of assets and liabilities and the disclosure of
        contingent  assets  and  liabilities  to  prepare  these  consolidated
        financial  statements  in  conformity with generally accepted accounting
        principles.  Actual  results  could  differ  from  those  estimates.

(2)     Allowance  for  Loan  Losses
        ----------------------------

        The  following  is  an analysis of the allowance for loan losses for the
        three  months  ended  March  31,  2001  and  2000:

                                             2001         2000
                                          -----------  ----------

            Balance, beginning of period  $4,713,227   3,924,348
            Provision for loan losses        429,500     256,500
            Less:
              Charge-offs                    (63,637)   (275,501)
              Recoveries                      36,151      16,872
                                          -----------  ----------
                Net charge-offs              (27,486)   (258,629)
                                          -----------  ----------

            Balance, end of period        $5,115,241   3,922,219
                                          ===========  ==========

(3)     Net  Earnings  Per  Share
        -------------------------

        Net earnings per common share is based on the weighted average number of
        common  shares  outstanding  during  the  period  while  the  effects of
        potential  common  shares  outstanding during the period are included in
        diluted  earnings per share. The average market price during the year is
        used  to  compute  equivalent  shares.

        For  the  three  months  ended  March  31, 2001 and March 31, 2000, "net
        earnings  per  share"  equaled  "diluted  earnings  per  share",  as the
        potential  common  shares outstanding during the period had no effect on
        computation.  Net earnings per share for the period ended March 31, 2001
        and  2000  are  computed based on weighted average shares outstanding of
        3,218,714.


(4)     Derivative  Instruments
        -----------------------

        Effective  January  1,  2001, the Company adopted Statement of Financial
        Accounting  Standards  ("SFAS")  No.133,  "Accounting  for  Derivative
        Instruments and Hedging Activities", as amended by SFAS No. 137 and SFAS
        NO.  138,  which  establishes  accounting  and  reporting  standards for
        hedging  activities  and for derivative instruments including derivative
        instruments  embedded  in  other  contracts.  It requires the fair value
        recognition  of  derivatives  as  assets or liabilities in the financial
        statements.  The  accounting  for  the  changes  in  the fair value of a
        derivative  depends  on the intended use of the derivative instrument at
        inception.  The  change  in fair value of instruments used as fair value
        hedges  is accounted for in the earnings of the period simultaneous with
        accounting  for  the  fair  value  change


                                        8

(4)     Derivative  Instruments,  continued
        -----------------------------------

        of  the  item  being  hedged.  The change in fair value of the effective
        portion  of  cash  flow  hedges is accounted for in comprehensive income
        rather than earnings. The change in fair value of derivative instruments
        that are not intended as a hedge is accounted for in the earnings of the
        period  of  the  change.

        During  the three month period ended March 31, 2001, the Company entered
        into an interest rate floor contract as a means of managing its interest
        rate  risk.  Interest rate floors are used to protect certain designated
        variable  rate  financial instruments from the downward effects of their
        repricing  in the event of a decreasing rate environment. The total cost
        of  the  interest  rate  floor  was $417,500 and it was not management's
        intention  to  use  the  floor  as  a  fair value or cash flow hedge, as
        defined  in  SFAS  No. 133. The following table summarizes the Company's
        floor  contract  as  of  March  31,  2001:


            Maturity        Notional Amount   Rate        Index       Fair Value
        ----------------    ---------------   -----   -------------   ----------
        January 22, 2004    $    25,000,000   5.50%   3 month LIBOR   $  552,000


                                        9

ITEM  2.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS

RESULTS  OF  OPERATIONS

     Summary.  Net  income  for  the  first quarter of 2001 was $1.4 million, an
increase  of  $101,000  or 8% over the $1.3 million earned in the same period in
2000.  Basic  income per share for the quarter ended March 31, 2001 increased to
$0.43  or  8%  from  $0.39  in  the comparable period of 2000.  This increase is
primarily  attributable  to  an  86%  increase in non-interest income, partially
offset  by  a  slight  decrease  in  net  interest income.  Annualized return on
average  assets  was 1.04% for the three months ended March 31, 2001 compared to
1.17%  for  the  same  period  in  2000,  and  annualized  return  on  average
shareholders'  equity  was  12.28%  for  the  three  months ended March 31, 2001
compared  to  13.04%  for  the  same  period  in  2000.

     Net  Interest  Income.  Net  interest  income,  the  major component of the
Company's net income, was $5.0 million for the three months ended March 31, 2001
a  decrease  of  1% over the $5.1 million earned in the same period in 2000. The
decrease  from 2000 first quarter net interest income was primarily attributable
to  declining  interest  rates  during  first  quarter  2001.

     Interest  income  increased  $1.9 million or 20% for the three months ended
March  31,  2001 compared with the same period in 2000.  The increase was due to
an  increase in the volume of earning assets, which resulted from an increase in
loan volume, partially offset by a decrease in the yield on earning assets which
is  attributable  to  decreases  in  the  Bank's  prime commercial lending rate.

     Interest  expense  increased $1.9 million or 47% for the three months ended
March  31, 2001 compared with the same period in 2000.  The increase in interest
expense  was  due  to  an  increase  in the cost of funds to 5.45% for the three
months  ended  March  31,  2001 from 4.69% for the same period in 2000, combined
with  an  increase  in  volume  of  interest  bearing  liabilities.

     Provision  for  Loan  Losses.  For  the three months ended March 31, 2001 a
contribution of $430,000 was made to the provision for loan losses compared to a
$256,000  contribution  to  the  provision  for loan losses for the three months
ended  March  31, 2000. The increase in the provision for loan losses reflects a
precautionary  approach  in  response  to  declining  economic  conditions.

     Non-Interest  Income.  Total  non-interest  income  was $1.6 million in the
first  quarter of 2001 compared to $863,000 earned in the first quarter of 2000.
This  increase  represents  an  improvement in mortgage banking income resulting
from  strong  demand  of  mortgage  loan  services.  The  increase also reflects
accounting  treatment  associated with the increase in value of an interest rate
floor  contract,  increased  income  from  appraisal  related services, and fees
arising  from a new service designed to automatically advance funds to assist in
the  event  of  checking  account  overdrafts.

      Non-Interest  Expense.  Total non-interest expense was $4.2 million in the
first  quarter  of  2001  compared to $3.8 million in the first quarter of 2000.
Salary  and employee benefits increased 10% for the three months ended March 31,
2001  as compared to the same period of 2000.  This increase is primarily due to
merit  and  promotional  increases and an increase in the number of employees to
service growth in the customer base as well as additional staffing at new branch
locations.  Occupancy  expense  increased 17% due to increased overhead expenses
associated  with  new  branches  and  the  Company's  new corporate headquarters
coupled  with  an  increase  in rental expense attributable to temporary banking
facilities.  Other  non-interest  expenses  increased  4% to $1.0 million in the
first  quarter  of  2001  compared to $980,000 for the same period one year ago.

     Income  Taxes.  The Bank reported income taxes of $672,000 and $606,000 for
the  first  quarters of 2001 and 2000, respectively.  This represented effective
tax  rates  of  33%  and  32%  for  the  respective  periods.


                                       10

ANALYSIS  OF  FINANCIAL  CONDITION

     Investment  Securities.  Available-for-sale  securities  amounted  to $69.3
million  at  March  31,  2001  compared  to  $71.6 million at December 31, 2000.
Average investment securities for the three months ended March 31, 2001 amounted
to $68.8 million compared to $66.2 million for the year ended December 31, 2000.

     Loans.  At  March  31,  2001,  loans amounted to $432.1 million compared to
$410.9  million  at  December  31,  2000,  an  increase  of 5%. This loan growth
reflects a continuation of strong loan demand in the Bank's market area. Average
loans  represented  85% of total earning assets for the three months ended March
31,  2001,  compared to 84% for the year ended December 31, 2000. Mortgage loans
held  for  sale were $3.1 million at March 31, 2001, an increase of 99% from the
December  31,  2000 balance of $1.6 million. The increase in mortgage loans held
for  sale  reflects  an  increase  in  mortgage loan volume due to a decrease in
mortgage  loan  rates.

     Asset Quality. Non-performing assets totaled $5.5 million at March 31, 2001
or  1.03%  of  total  assets,  compared to $6.1 million at December 31, 2000, or
1.17%  of total assets. Non-accrual loans were $5.3 million at March 31, 2001, a
decrease of $76,000 from non-accruals of $5.4 million at December 31, 2000. As a
percentage of total loans outstanding, non-accrual loans were 1.24% at March 31,
2001  compared  to  1.32%  at December 31, 2000. This decrease of 8 basis points
reflects  management's focus on improvement in this area, coupled with growth in
the  loan  portfolio.  The  Bank  had  no  loans  ninety days past due and still
accruing  at  March  31,  2001  compared  to  $545,000 at December 31, 2000. The
allowance for loan losses at March 31, 2001 amounted to $5.1 million or 1.18% of
total  loans  compared  to  $4.7 million or 1.15% of total loans at December 31,
2000.

     Deposits.  Total  deposits  at  March  31,  2001  were  $469.4  million, an
increase  of  4%  over  deposits  of  $450.1  million  at  December  31,  2000.
Certificates  of deposit in amounts greater than $100,000 or more totaled $144.4
million  at  March  31,  2001,  compared to $129.1 million at December 31, 2000.
This  increase  reflects  growth arising from the Bank's entry into new markets,
successful marketing strategies, and the general strength of the deposit base in
the  Bank's  service  area.

     Borrowed  Funds.  Federal  Home  Loan Bank borrowings were $22.3 million at
March  31,  2001  compared  to  $21.4 million at December 31, 2000.  The average
balance  of  Federal  Home Loan Bank borrowings for the three months ended March
31, 2001 was $22.0 million compared to $15.8 million for the year ended December
31,  2000.  At  March  31, 2001, all outstanding Federal Home Loan Bank balances
reflect  borrowings  with  maturities  exceeding  one year.   The Company had no
federal  funds  purchased  as  of  March  31,  2001  or  December  31,  2000.

     Capital  Structure.  Shareholders'  equity  at  March  31,  2001  was $44.8
million  compared  to $43.0 million at December 31, 2000.  At March 31, 2001 and
December  31,  2000,  unrealized  gains, net of taxes, in the available-for-sale
securities  portfolio amounted to $674,000 and $4,000, respectively.  Annualized
return  on  average  equity for the three months ended March 31, 2001 was 12.28%
compared  to  12.55% for the year ended December 31, 2000.  Total cash dividends
paid  as  of  March 31, 2001 amounted to $322,000 an increase of 10% compared to
total  cash  dividends  of  $293,000  paid  for  the first three months of 2000.

     Under  the  regulatory  capital  guidelines  financial  institutions  are
currently  required  to  maintain  a  total  risk-based capital ratio of 8.0% or
greater,  with  a  Tier  1  risk-based capital ratio of 4.0% or greater.  Tier 1
capital  is generally defined as shareholders' equity less all intangible assets
and  goodwill.  The Company's Tier I capital ratio was 9.22% and 10.11% at March
31,  2001  and  December  31,  2000,  respectively.  Total risk based capital is
defined as Tier 1 capital plus supplementary capital.  Supplementary capital, or
Tier  2  capital,  consists  of  the  Company's  allowance  for loan losses, not
exceeding  1.25% of the Company's risk-weighted assets. Total risk-based capital
ratio  is  therefore  defined  as the ratio of total capital (Tier 1 capital and
Tier 2 capital) to risk-weighted assets.  The Company's total risk based capital
ratio  was  10.30%  and  11.22%  at  March  31,  2001  and  December  31,  2000,
respectively.  In  addition  to  the  Tier  I  and  total  risk-based  capital
requirements,  financial  institutions  are also required to maintain a leverage
ratio  of  Tier  1  capital  to  total  average  assets of 4.0% or


                                       11

greater.  The  Company's  Tier  I  leverage capital ratio was 8.28% and 9.10% at
March  31,  2001  and  December  31,  2000,  respectively.

     A  bank is considered to be "well capitalized" if it has a total risk-based
capital ratio of 10.0 % or greater, a Tier I risk-based capital ratio of 6.0% or
greater,  and  has  a  leverage  ratio  of  5.0%  or  greater.  Based upon these
guidelines,  the  Bank was considered to be "well capitalized" at March 31, 2001
and  December  31,  2000.

     Liquidity.  The  Bank's  liquidity  position is generally determined by the
need  to  respond  to short term demand for funds created by deposit withdrawals
and  the  need  to  provide  resources  to fund assets, typically in the form of
loans. How the Bank responds to these needs is affected by the Bank's ability to
attract  deposits,  the maturity of the loans and securities, the flexibility of
assets  within  the  securities portfolio, the current earnings of the Bank, and
the  ability  to  borrow funds from other sources. The Bank's primary sources of
liquidity  are cash and cash equivalents, available-for-sale securities, deposit
growth,  and  the  cash  flows from principal and interest payments on loans and
other  earning  assets. In addition, the Bank is able, on a short-term basis, to
borrow  funds  from  the  Federal  Reserve System, the Federal Home Loan Bank of
Atlanta  (FHLB) and The Bankers Bank, and is also able to purchase federal funds
from  other  financial  institutions.  At March 31, 2001, the Bank had a line of
credit  with  the  FHLB  equal  to  20%  of  the  Bank's  total  assets, with an
outstanding balance of $22.3 million. The Bank also has the ability to borrow up
to  $11.5  million  for  the  purchase  of  overnight  federal  funds  from  two
correspondent financial institutions. The liquidity ratio for the Bank, which is
defined  as  net cash, interest bearing deposits with banks, Federal Funds sold,
certain  investment securities and certain FHLB advances, as a percentage of net
deposits  (adjusted  for  deposit runoff projections) and short-term liabilities
was  24.91%  at  March  31,  2001  and  27.03%  at  December  31,  2000.



                                       12

ITEM  3.      QUANTITATIVE  AND  QUALITATIVE  DISCLOSURES  ABOUT MARKET RISK

     There  have  been  no  material changes in the quantitative and qualitative
disclosures  about  market risks as of March 31, 2001 from that presented in the
Company's  Annual  Report  on  Form  10-K for the fiscal year ended December 31,
2000.


                                       13

PART  II.      OTHER  INFORMATION

ITEM  1.       LEGAL  PROCEEDINGS

               In  the opinion of management, the Company is not involved in any
               pending  legal  proceedings  other  than  routine,  non-material
               proceedings  occurring  in  the  ordinary  course  of  business.


ITEM  2.       CHANGES  IN  SECURITIES  AND  USE  OF  PROCEEDS

               Not  applicable.


ITEM  3.       DEFAULTS  UPON  SENIOR  SECURITIES

               Not  applicable


ITEM  4.       SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

               Not  applicable


ITEM  5.       OTHER  INFORMATION

               Not  applicable


ITEM  6.       EXHIBITS  AND  REPORTS  ON  FORM  8-K

               (a)  Exhibits

               Exhibit  (3)(i)  Articles  of Incorporation of Peoples Bancorp of
                                North  Carolina, Inc., incorporated by reference
                                to Exhibit (3)(i) to the Form 8-A filed with the
                                Securities  and Exchange Commission on September
                                2,  1999

               Exhibit (3)(ii)  Bylaws  of  Peoples  Bancorp  of North Carolina,
                                Inc.  incorporated  by   reference  to   Exhibit
                                (3)(ii)  to  the  Form  8-A   filed   with   the
                                Securities  and Exchange Commission on September
                                2,  1999

               Exhibit  (4)     Specimen  Stock  Certificate,  incorporated   by
                                reference  to  Exhibit (4) to the Form 8-A filed
                                with  the  Securities and Exchange Commission on
                                September  2,  1999

               Exhibit (10)(a)  Employment  Agreement  between Peoples Bank  and
                                Tony  W.  Wolfe  incorporated  by  reference  to
                                Exhibit  (10)(a) to the Form 10-K filed with the
                                Securities  and Exchange Commission on March 30,
                                2000


                                       14

               Exhibit (10)(b)  Employment  Agreement  between Peoples Bank  and
                                Joseph  F. Beaman, Jr. incorporated by reference
                                to  Exhibit  (10)(b) to the Form 10-K filed with
                                the  Securities and Exchange Commission on March
                                30,  2000

               Exhibit (10)(c)  Employment  Agreement  between Peoples Bank  and
                                Clifton  A.  Wike  incorporated  by reference to
                                Exhibit  (10)(c) to the Form 10-K filed with the
                                Securities  and Exchange Commission on March 30,
                                2000

               Exhibit (10)(d)  Employment  Agreement  between Peoples Bank  and
                                William  D.  Cable  incorporated by reference to
                                Exhibit  (10)(d) to the Form 10-K filed with the
                                Securities  and Exchange Commission on March 30,
                                2000

               Exhibit (10)(e)  Employment  Agreement  between Peoples Bank and
                                Lance  A.  Sellers  incorporated by reference to
                                Exhibit  (10)(e) to the Form 10-K filed with the
                                Securities  and Exchange Commission on March 30,
                                2000

               Exhibit (10)(f)  Peoples  Bancorp  of  North  Carolina,  Inc.
                                Omnibus  Stock Ownership and Long Term Incentive
                                Plan  incorporated  by  reference  to  Exhibit
                                (10)(f)  to  the  Form  10-K  filed  with  the
                                Securities  and Exchange Commission on March 30,
                                2000

          (b)  Reports  on  Form  8-K
               During  the  quarter  ended  March  31, 2001 the Company filed no
               reports  on  Form  8-K.


                                       15

                                   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.

                                       Peoples Bancorp of North Carolina, Inc.




       May  14,  2001                  By:  /s/  Tony W. Wolfe
- ---------------------------
          Date                            Tony  W.  Wolfe
                                          President and Chief Executive Officer
                                          (Principal  Executive  Officer)



       May  14,  2001                  By:  /s/  Joseph F. Beaman, Jr.
- ---------------------------
          Date                             Joseph  F.  Beaman,  Jr.
                                           Executive  Vice  President and Chief
                                           Financial Officer
                                           (Principal  Financial  and Principal
                                           Accounting  Officer)


                                       16