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):   FEBRUARY 5, 2002


                    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 February 7, 2002, Peoples Bancorp of North Carolina, Inc. issued a press
release  announcing  a  Stock  Repurchase  Plan  authorizing  the  repurchase of
outstanding  shares  totaling  up  to  $2,000,000  in  a  12-month  period.

     A  copy  of  the press release 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  February  7,  2002




                                   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:  February 7, 2002                By:  /s/  Tony  W.  Wolfe
                                          --------------------------------------
                                          Tony  W.  Wolfe
                                          President and Chief Executive Officer



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


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

  (99)(a)        Press Release, dated February 7, 2002               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.