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 25, 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  27,  2002,  Peoples  Bancorp of North Carolina, Inc. issued a
press  release  announcing that its Board of Directors has authorized the use of
an  additional  $1  million  for  the  repurchase of the Company's common stock.

     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 27, 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 27, 2002             By:  /s/  A. Joseph Lampron
                                        ------------------------------------
                                        A.  Joseph  Lampron
                                        Executive Vice President and
                                        Chief Financial Officer



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


Exhibit No.                   Description                    Sequential Page No.
- -----------                   -----------                    -------------------
  (99)(a)         Press Release, dated February 27, 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.