UNITED STATES 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): DECEMBER 10, 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

     On  December  10,  2001,  Peoples  Bancorp of North Carolina, Inc. issued a
press  release  announcing  that  fourth  quarter earnings are anticipated to be
lower than the Company's previous expectations.

     A  copy  of  the  press  release  announcing  the  Company's fourth quarter
earnings  expectations is attached hereto as Exhibit (99)(a) and is incorporated
by reference herein.


ITEM  7.  FINANCIAL  STATEMENTS  AND  EXHIBITS

     (c)     Exhibits

     (99)(a) Press Release, dated December 10, 2001




                                   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  hereunto  duly  authorized.

                                     PEOPLES BANCORP OF NORTH CAROLINA, INC.


Date: December 11, 2001              By:  /s/  A. Joseph Lampron
                                        ---------------------------------------
                                        A. Joseph Lampron
                                        Executive Vice President and
                                        Chief Executive Officer




                                  EXHIBIT INDEX
                                  -------------


Exhibit  No.                  Description                    Sequential Page No.
- ------------                  -----------                    -------------------

  (99)(a)          Press Release, dated December 10, 2001             4




     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.