SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 8-K
                                 CURRENT REPORT
     PURSUANT  TO  SECTION  13  OR  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934






Date of Report (date of earliest event reported):  SEPTEMBER 18, 2001


                     PEOPLES BANCORP OF NORTH CAROLINA, INC.
                     ---------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)



          NORTH CAROLINA                000-27205                56-2132396
          --------------                ---------                ----------
   (State or Other Jurisdiction    (Commission File No.)       (IRS  Employer
         of Incorporation)                                   Identification No.)



          518  WEST  C  STREET
          NEWTON,  NORTH  CAROLINA                           28658
          ------------------------                           -----
     (Address of Principal Executive Offices)              (Zip Code)



                                 (828) 464-5620
                                ---------------
              (Registrant's Telephone Number, Including Area Code)




ITEM  5.  OTHER  EVENTS  AND  REGULATION  FD  DISCLOSURE

     Peoples  Bank,  Newton,  NC  the operating subsidiary of Peoples Bancorp of
North Carolina, Inc. (Nasdaq: PEBK) has announced new titles and definitions for
the  Bank's  most senior executive officers.  The new titles and definitions and
related  appointments are intended to prepare the Bank for future growth and the
accomplishment  of  strategic  initiatives.

     The  Bank's senior executive officers will be President and Chief Executive
Officer,  Executive  Vice  President and Chief Administrative Officer, Executive
Vice  President  and Chief Financial Officer, Executive Vice President and Chief
Banking  Officer,  Executive  Vice  President  and Chief Operations Officer, and
Secretary.

     The persons who will serve in these positions are as follows:

     President  and  CEO                      Tony  W.  Wolfe

     Executive  Vice  President  and
       Chief  Administrative  Officer         Joseph F. Beaman, Jr.

     Executive  Vice  President  and
       Chief  Banking  Officer                Lance  A.  Sellers

     Executive  Vice  President  and
       Chief  Operations  Officer             William  D.  Cable

     Secretary                                Joseph F. Beaman, Jr.

The  Bank  expects  to  name  a new Executive Vice President and Chief Financial
Officer  in the future.  In the meantime, Tony Wolfe will serve as interim Chief
Financial  Officer.

It  is  expected  that  the  Bank's  parent  company,  Peoples  Bancorp of North
Carolina,  Inc.  will  adopt  the  same  officer  positions and appoint the same
officers  to  fill  them  at  its  next  meeting.

                                   SIGNATURES

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

                                           PEOPLES  BANK


                                           By:   /s/ Tony  W.  Wolfe
                                              -----------------------------
                                                 Tony  W.  Wolfe
Date:  September 21, 2001                        President  and  CEO



     This  Form  8-K  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.