<PAGE>
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 2001
                                                      REGISTRATION NO. 333-
                                                                           -----

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       PIEDMONT NATURAL GAS COMPANY, INC.
             (Exact name of registrant as specified in its charter)

             NORTH CAROLINA                           56-0556998
    (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)              Identification No.)

                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211
               (Address of Principal Executive Offices) (Zip Code)

        PIEDMONT NATURAL GAS COMPANY, INC. 401(k) SALARY INVESTMENT PLAN
                            (Full title of the plan)

                                WARE F. SCHIEFER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       PIEDMONT NATURAL GAS COMPANY, INC.
                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211
                     (Name and address of agent for service)
                                 (704) 364-3120
          (Telephone number, including area code, of Agent for Service)

                    ----------------------------------------
                                 WITH A COPY TO:

                              MARTIN C. RUEGSEGGER
                  VICE PRESIDENT, CORPORATE COUNSEL & SECRETARY
                       PIEDMONT NATURAL GAS COMPANY, INC.
                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211

                           -------------------------

<PAGE>


<TABLE>
<CAPTION>
                                           CALCULATION OF REGISTRATION FEE

--------------------------- ------------------- -------------------------- -------------------------- -----------------
Title of each class of        Amount to be          Proposed maximum           Proposed maximum          Amount of
  securities to be            registered        offering price per share   aggregate offering price   Registration Fee
   registered (1)                                        (2)                      (2) (3)
--------------------------- ------------------- -------------------------- -------------------------- -----------------
<S>                         <C>                 <C>                        <C>                        <C>
Common Stock,
 No Par Value               10,000 shares              $36.20                    $362,000                $87.00
--------------------------- ------------------- -------------------------- -------------------------- -----------------
Preference Share
 Purchase Rights            10,000 shares                  --                          --                    --
--------------------------- ------------------- -------------------------- -------------------------- -----------------
</TABLE>

(1)      This Registration Statement covers 10,000 shares of Common Stock, no
         par value, ("Common Stock") of Piedmont Natural Gas Company, Inc., a
         North Carolina corporation ("Company"), which may be offered and sold
         from time to time pursuant to the Company's Salary Investment Plan
         ("Plan"). The Common Stock also includes the associated rights to
         purchase Series A Junior Participating Preferred Stock ("Rights") that
         are attached to and trade with the shares of the Common Stock. In
         addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan.

(2)      Determined on the basis of the average of the high and low sale price
         of the Common Stock as reported on the New York Stock Exchange on
         December 26, 2001, solely for the purpose of calculating the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933.

(3)      Since no separate consideration is paid for the Rights, the
         registration fee for such securities is included in the fee for the
         Common Stock. The value attributable to the rights, if any, is
         reflected in the market price of the Common Stock.


<PAGE>


                                     PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The information required by Item 1 is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required by Item 2 is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" information into this
prospectus that we have filed with it. This means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be part of
this prospectus, except for any information that is superseded by information
that is included directly in this document.

         This prospectus includes by reference the following documents that we
have previously filed with the SEC and that we have not included or delivered
with this document: (a) our Annual Report on Form 10-K for the year ended
October 31, 2000; (b) our Quarterly Report on Form 10-Q for the quarter ended
January 31, 2001; (c) our Quarterly Report on Form 10-Q for the quarter ended
April 30, 2001; (d) our Quarterly Report on Form 10-Q for the quarter ended July
31, 2001; (e) our Current Report on Form 8-K filed on August 2, 2001; (f) our
Current Report on Form 8-K filed on August 7, 2001; (g) our Current Report on
Form 8-K filed on August 27, 2001; and (h) our Current Report on Form 8-K filed
on December 21, 2001.

         These documents contain important information about us, our Common
Stock and our financial condition. You can obtain any of the documents
incorporated by reference in this document from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference as an exhibit to this Registration Statement. You can obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from us at the following address or telephone number:

                  Vice President, Corporate Counsel & Secretary
                       Piedmont Natural Gas Company, Inc.
                                1915 Rexford Road
                              Post Office Box 33068
                         Charlotte, North Carolina 28233
                   Telephone Number (704) 364-3483, Ext. 6202

<PAGE>

In addition, all documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the respective dates of filing of such
documents. Any statement contained herein or in a document all or part of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Martin C. Ruegsegger, Vice President, Corporate Counsel & Secretary of
the Company, whose opinion with respect to the Common Stock and Rights is filed
as Exhibit 5(a) hereto, is an officer of the Company and owns, as of December
26, 2001, 5,254 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following provisions of the North Carolina Business Corporation Act as
contained in the North Carolina General Statutes ("N.C.G.S." or "G.S.") govern
indemnification of our directors and officers:

         SECTION 55-8-50. POLICY STATEMENT AND DEFINITIONS. (a) It is the public
policy of this State to enable corporations organized under this Chapter to
attract and maintain responsible, qualified directors, officers, employees and
agents, and, to that end, to permit corporations organized under this Chapter to
allocate the risk of personal liability of directors, officers, employees and
agents through indemnification and insurance as authorized in this Part.

         (b) Definitions in this Part:

                  (1) "Corporation" includes any domestic or foreign corporation
         absorbed in a merger which, if its separate existence had continued,
         would have had the obligation or power to indemnify its directors,
         officers, employees, or agents, so that a person who would have been
         entitled to receive or request indemnification from such corporation if
         its separate existence had continued shall stand in the same position
         under this Part with respect to the surviving corporation.

                  (2) "Director" means an individual who is or was a director of
         a corporation or an individual who, while a director of a corporation,
         is or was serving at the

<PAGE>

         corporation's request as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust, employee benefit plan, or other
         enterprise. A director is considered to be serving an employee benefit
         plan at the corporation's request if his duties to the corporation also
         impose duties on, or otherwise involve services by, him to the plan or
         to participants in or beneficiaries of the plan. "Director" includes,
         unless the context requires otherwise, the estate or personal
         representative of a director.

                  (3) "Expenses" means expenses of every kind incurred in
         defending a proceeding, including counsel fees.

                  (4) "Liability" means the obligation to pay a judgment,
         settlement, penalty, fine (including an excise tax assessed with
         respect to an employee benefit plan), or reasonable expenses incurred
         with respect to a proceeding.

                   (4a) "Officer," "employee," or "agent" includes, unless the
         context requires otherwise, the estate or personal representative of a
         person who acted in that capacity.

                  (5) "Official capacity" means: (i) when used with respect to a
         director, the office of director in a corporation; and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S. 55-8-56, the office in a corporation held by the officer or the
         employment or agency relationship undertaken by the employee or agent
         on behalf of the corporation. "Official capacity" does not include
         service for any other foreign or domestic corporation or any
         partnership, joint venture, trust, employee benefit plan, or other
         enterprise.

                  (6) "Party" includes an individual who was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                  (7) "Proceeding" means any threatened, pending, or completed
         action, suit, or proceeding, whether civil, criminal, administrative,
         or investigative and whether formal or informal.

         SECTION 55-8-51. AUTHORITY TO INDEMNIFY. (a) Except as provided in
subsection (d), a corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He reasonably believed (i) in the case of conduct in his
         official capacity with the corporation, that his conduct was in its
         best interests; and (ii) in all other cases, that his conduct was at
         least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, he had no
         reasonable cause to believe his conduct was unlawful.

<PAGE>

         (b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

         (d) A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
         corporation in which the director was adjudged liable to the
         corporation; or

                  (2) In connection with any other proceeding charging improper
         personal benefit to him, whether or not involving action in his
         official capacity, in which he was adjudged liable on the basis that
         personal benefit was improperly received by him.

         (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

         (f) The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification shall be void or
voidable on such ground.

         SECTION 55-8-52. MANDATORY INDEMNIFICATION. Unless limited by its
articles of incorporation, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the proceeding.

         SECTION 55-8-53. ADVANCE FOR EXPENSES. Expenses incurred by a director
in defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in the articles
of incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses.

          SECTION 55-8-54. COURT-ORDERED INDEMNIFICATION. Unless a corporation's
articles of incorporation provide otherwise, a director of the corporation who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification if it determines:

<PAGE>

         (1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or

         (2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the standard of
conduct set forth in G.S. 55-8-51 or was adjudged liable as described in G.S.
55-8-51(d), but if he was adjudged so liable his indemnification is limited to
reasonable expenses incurred.

         SECTION 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

          (b) The determination shall be made:

                  (1) By the board of directors by majority vote of a quorum
         consisting of directors not at the time parties to the proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
         majority vote of a committee duly designated by the board of directors
         (in which designation directors who are parties may participate),
         consisting solely of two or more directors not at the time parties to
         the proceeding;

                  (3) By special legal counsel (i) selected by the board of
         directors or its committee in the manner prescribed in subdivision (1)
         or (2); or (ii) if a quorum of the board of directors cannot be
         obtained under subdivision (1) and a committee cannot be designated
         under subdivision (2), selected by majority vote of the full board of
         directors (in which selection directors who are parties may
         participate); or

                  (4) By the shareholders, but shares owned by or voted under
         the control of directors who are at the time parties to the proceeding
         may not be voted on the determination.

         (c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

         SECTION 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:

                  (1) An officer of the corporation is entitled to mandatory
         indemnification under G.S. 55-8-52, and is entitled to apply for the
         court-ordered indemnification under G.S. 55-8-54, in each case to the
         same extent as a director;

<PAGE>

                  (2) The corporation may indemnify and advance expenses under
         this Part to an officer, employee, or agent of the corporation to the
         same extent as to a director; and

                  (3) A corporation may also indemnify and advance expenses to
         an officer, employee, or agent who is not a director to the extent,
         consistent with public policy, that may be provided by its articles of
         incorporation, bylaws, general or specific action of its board of
         directors, or contract.

         SECTION 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE. (a) In
addition to and separate and apart from the indemnification provided for in G.S.
55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or resolution indemnify or
agree to indemnify any one or more of its directors, officers, employees, or
agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan. Any provision in any articles of
incorporation, bylaw, contract, or resolution permitted under this section may
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification granted therein and may further include provisions establishing
reasonable procedures for determining and enforcing the rights granted therein.

          (b) The authorization, adoption, approval, or favorable recommendation
by the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in this
section, shall not be deemed an act of corporate transaction in which a director
has a conflict of interest, and no such articles of incorporation or bylaw
provision or contract or resolution shall be void or voidable on such grounds.
The authorization, adoption, approval, or favorable recommendation by the board
of directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw,
contract, or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities asserted
against any director prior to its adoption, authorization, or approval by the
board of directors.

<PAGE>

          (c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.

         SECTION 55-8-58. APPLICATION OF PART. (a) If articles of incorporation
limit indemnification or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the articles.

          (b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.

          (c) This Part shall not affect rights or liabilities arising out of
acts or omissions occurring before July 1, 1990.

         Our By-Laws provide that we shall indemnify and hold harmless our
directors, and our officers who are also directors or who are designated by the
Board of Directors from time to time as indemnified officers ("indemnified
officers") against any obligation to pay any judgment, settlement, penalty, fine
(including any excise tax assessed with respect to an employee benefit plan) and
reasonable expenses, including but not limited to attorneys' fees of opposing
parties ("Liabilities") and for any expenses incurred with respect to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, whether formal or informal, and any
appeal therein (and any inquiry or investigation that could lead to such a
proceeding) (a "Proceeding"), including any Proceeding brought by us or on our
behalf, arising out of their status as our directors or officers. We also
indemnify our directors and indemnified officers for their service at our
request as a director, officer, partner, trustee, employee or agent or another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. We do not, however, indemnify a director or indemnified officer
against Liabilities or expenses incurred on account of activities of such person
that at the time taken were known or believed by him or her, or a reasonable
person would have or should have known, to be clearly in conflict with our best
interests. The By-Laws further provide that we shall indemnify each director and
indemnified officer for his or her reasonable costs, expenses and attorneys'
fees incurred in connection with the enforcement of the rights to
indemnification granted therein, if it is determined that such director or
indemnified officer is entitled to indemnification thereunder.

         Our Articles of Incorporation, as amended, contain the following
provisions:

<PAGE>

                  ARTICLE 8: A director of the Corporation shall not be
         personally liable to the Corporation or any of its shareholders for
         monetary damages for any breach of duty as a director, except for
         liability with respect to (i) acts or omissions not made in good faith
         that the director at the time of such breach knew or believed were in
         conflict with the best interests of the Corporation, (ii) any liability
         under N.C.G.S. sec. 55-8-33 (liability for unlawful distributions),
         (iii) any transaction from which such director derived an improper
         personal benefit, or (iv) acts or omissions occurring prior to the date
         on which this Article 8 became effective. As used herein, the term
         "improper personal benefit" does not include a director's compensation
         or other incidental benefit for or on account of service as a director,
         officer, employee, independent contractor, attorney or consultant of
         the Corporation. If the North Carolina General Statutes are amended
         after approval by the Corporation's shareholders of this Article 8 to
         authorize corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the North Carolina General Statutes, as so amended. No
         amendment or repeal of the provisions of this Article 8 shall apply to
         or have any effect on the liability or alleged liability of any
         director of the Corporation for or with respect to any act or failure
         to act on the part of such director occurring prior to such amendment
         or repeal. The provisions of this Article 8 shall not be deemed to
         limit or preclude indemnification of a director by the Corporation for
         any liability which has not been eliminated by the provisions of this
         Article 8.

         We have obtained and maintain a policy for directors' and officers'
liability insurance. The policy is designed to protect us in the event we are
required to pay any amounts to its directors and officers as indemnification
against loss arising from certain civil claims, including certain claims under
the Securities Act of 1933, which might be made against its directors and
officers by reason of any alleged "breach of duty," neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted, while acting in their respective capacities as our directors or
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

         *4(a) Copy of Articles of Incorporation of the Company, as amended
(Exhibit No. 2, Registration Statement on Form 8-B, dated March 2, 1994).

         *4(b) Copy of Certificate of Merger (New York) and Articles of Merger
(North Carolina), each dated March 1, 1994, evidencing merger of Piedmont
Natural Gas Company, Inc., with and into PNG Acquisition Company, with PNG
Acquisition Company being renamed "Piedmont Natural Gas Company, Inc." (Exhibits
3.2 and 3.1 to the Registration Statement on Form 8-B, dated March 2, 1994).

<PAGE>

         *4(c) Copy of By-Laws of the Company, as amended (Exhibit 3.1, Form
10-Q for the quarter ended January 31, 2000).

         *4(d) Copy of Rights Agreement dated as of February 27, 1998, between
the Company and Wachovia Bank, N.A., as Rights Agent, including the Rights
Certificate (Exhibit 10.1 to Current Report on Form 8-K dated February 27,
1998).

         5(a) Opinion of Martin C. Ruegsegger, Esquire, Vice President,
Corporate Counsel & Secretary of the Company.

         23(a) Independent Auditors' Consent.

         23(b) Consent of Martin C. Ruegsegger, Esquire (contained in opinion
filed as Exhibit 5(a) hereto).

         24(a) Form of Power of Attorney.

*Incorporated herein by reference as indicated.

The Company will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan, as amended,
under Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information in the
         Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

                  provided, however, that the undertakings set forth in
         paragraphs (1)(i) and (1)(ii) above do not apply if the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed with or furnished to
         the Commission by the Company pursuant to Section 13 or Section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.

<PAGE>

         (2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Common Stock offered therein, and
the offering of such Common Stock at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
of any of the Common Stock being registered which remains unsold at the
termination of the offering.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the Common Stock offered therein, and the
offering of such Common Stock at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described under Item 6 above or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the Common Stock being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                POWER OF ATTORNEY

         Each director of the Company whose signature appears below hereby
appoints David J. Dzuricky as their attorney-in-fact to sign in their name and
behalf, in any and all capacities stated below, and to file with the Securities
and Exchange Commission, any and all amendments, including post-effective
amendments.

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on the 31st day
of December, 2001.

<PAGE>

                                    PIEDMONT NATURAL GAS COMPANY, INC.

                                    By:  /s/ WARE F. SCHIEFER
                                         --------------------------------------
                                         Ware F. Schiefer
                                         President and Chief Executive Officer

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Salary
Investment Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on the 31st day of December, 2001.

         Piedmont Natural Gas Company, Inc. 401(k) Salary Investment Plan

                            By:  /s/ Richard A. Linville
                                 ------------------------
                                    Richard A. Linville
                                    Vice President - Human Resources

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
         SIGNATURES                            TITLE                         DATE
         ----------                            -----                         ----
<S>                                 <C>                               <C>

/s/ Ware F. Schiefer                Director, President and           December 31, 2001
---------------------------------   Chief Executive Officer
Ware F. Schiefer

/s/ David J. Dzuricky               Senior Vice President and         December 31, 2001
-------------------------------     Chief Financial Officer
David J. Dzuricky                   (Principal Financial Officer)

/s/ Barry L. Guy                    Vice President and Controller     December 31, 2001
-------------------------------     (Principal Accounting Officer)
Barry L. Guy

                                    Director
-------------------------------
Jerry W. Amos

                                    Director
-------------------------------
C.M. Butler III

/s/ D. Hayes Clement*               Director                          December 31, 2001
-------------------------------
D. Hayes Clement
</TABLE>

<PAGE>


<TABLE>
<S>                                 <C>                               <C>
/s/ John W. Harris*                 Director                          December 31, 2001
-------------------------------
John W. Harris

                                    Director
-------------------------------
Muriel W. Helms

/s/ John H. Maxheim*                Director                          December 31, 2001
-------------------------------
John H. Maxheim

/s/ Ned R. McWherter*               Director                          December 31, 2001
-------------------------------
Ned R. McWherter

/s/ Walter S. Montgomery, Jr.*      Director                          December 31, 2001
-------------------------------
Walter S. Montgomery, Jr.

/s/ Donald S. Russell*              Director                          December 31, 2001
-------------------------------
Donald S. Russell

/s/ John E. Simkins*                Director                          December 31, 2001
-------------------------------
John E. Simkins
</TABLE>

* Signed on behalf of the director by David J. Dzuricky pursuant to limited
power of attorney.


<PAGE>



                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NO.            TITLE OF EXHIBIT
<S>            <C>

4(a)           Copy of Articles of Incorporation of the Company

4(b)           Copy of Certificate of Merger (New York) and Articles of
               Merger (North Carolina)

4(c)           Copy of By-Laws of the Company, as amended

4(d)           Copy of Rights Agreement dated as of February 27, 1998

5(a)           Opinion of Martin C. Ruegsegger, Esquire*

23(a)          Independent Auditors' Consent*

23(b)          Consent of Martin C. Ruegsegger, Esquire (contained in
               Exhibit 5(a))

24(a)          Form of Power of Attorney*
</TABLE>

* Filed herewith.
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{"company-data": {"conformed-name": "PIEDMONT NATURAL GAS CO INC", "cik": "0000078460", "assigned-sic": "4924", "irs-number": "560556998", "state-of-incorporation": "NC", "fiscal-year-end": "1031"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-76138", "film-number": "1826593"}, "business-address": {"street1": "1915 REXFORD RD", "city": "CHARLOTTE", "state": "NC", "zip": "28211", "phone": "7043643120"}, "mail-address": {"street1": "P.O. BOX 33068", "city": "CHARLOTTE", "state": "NC", "zip": "28233"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 31, 2001
                                                      REGISTRATION NO. 333-
                                                                           -----

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1933

                       PIEDMONT NATURAL GAS COMPANY, INC.
             (Exact name of registrant as specified in its charter)

             NORTH CAROLINA                           56-0556998
    (State or Other Jurisdiction of                (I.R.S. Employer
     Incorporation or Organization)              Identification No.)

                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211
               (Address of Principal Executive Offices) (Zip Code)

        PIEDMONT NATURAL GAS COMPANY, INC. 401(k) SALARY INVESTMENT PLAN
                            (Full title of the plan)

                                WARE F. SCHIEFER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                       PIEDMONT NATURAL GAS COMPANY, INC.
                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211
                     (Name and address of agent for service)
                                 (704) 364-3120
          (Telephone number, including area code, of Agent for Service)

                    ----------------------------------------
                                 WITH A COPY TO:

                              MARTIN C. RUEGSEGGER
                  VICE PRESIDENT, CORPORATE COUNSEL & SECRETARY
                       PIEDMONT NATURAL GAS COMPANY, INC.
                                1915 REXFORD ROAD
                         CHARLOTTE, NORTH CAROLINA 28211

                           -------------------------
CALCULATION OF REGISTRATION FEE

--------------------------- ------------------- -------------------------- -------------------------- -----------------
Title of each class of        Amount to be          Proposed maximum           Proposed maximum          Amount of
  securities to be            registered        offering price per share   aggregate offering price   Registration Fee
   registered (1)                                        (2)                      (2) (3)
--------------------------- ------------------- -------------------------- -------------------------- -----------------
Common Stock,
 No Par Value               10,000 shares              $36.20                    $362,000                $87.00
--------------------------- ------------------- -------------------------- -------------------------- -----------------
Preference Share
 Purchase Rights            10,000 shares                  --                          --                    --
--------------------------- ------------------- -------------------------- -------------------------- -----------------
(1)      This Registration Statement covers 10,000 shares of Common Stock, no
         par value, ("Common Stock") of Piedmont Natural Gas Company, Inc., a
         North Carolina corporation ("Company"), which may be offered and sold
         from time to time pursuant to the Company's Salary Investment Plan
         ("Plan"). The Common Stock also includes the associated rights to
         purchase Series A Junior Participating Preferred Stock ("Rights") that
         are attached to and trade with the shares of the Common Stock. In
         addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan.

(2)      Determined on the basis of the average of the high and low sale price
         of the Common Stock as reported on the New York Stock Exchange on
         December 26, 2001, solely for the purpose of calculating the
         registration fee pursuant to Rule 457(h) under the Securities Act of
         1933.

(3)      Since no separate consideration is paid for the Rights, the
         registration fee for such securities is included in the fee for the
         Common Stock. The value attributable to the rights, if any, is
         reflected in the market price of the Common Stock.
PART I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.  PLAN INFORMATION.

The information required by Item 1 is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The information required by Item 2 is omitted from this Registration Statement
in accordance with the Note to Part I of Form S-8.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

         The SEC allows us to "incorporate by reference" information into this
prospectus that we have filed with it. This means that we can disclose important
information to you by referring you to another document filed separately with
the SEC. The information incorporated by reference is considered to be part of
this prospectus, except for any information that is superseded by information
that is included directly in this document.

         This prospectus includes by reference the following documents that we
have previously filed with the SEC and that we have not included or delivered
with this document: (a) our Annual Report on Form 10-K for the year ended
October 31, 2000; (b) our Quarterly Report on Form 10-Q for the quarter ended
January 31, 2001; (c) our Quarterly Report on Form 10-Q for the quarter ended
April 30, 2001; (d) our Quarterly Report on Form 10-Q for the quarter ended July
31, 2001; (e) our Current Report on Form 8-K filed on August 2, 2001; (f) our
Current Report on Form 8-K filed on August 7, 2001; (g) our Current Report on
Form 8-K filed on August 27, 2001; and (h) our Current Report on Form 8-K filed
on December 21, 2001.

         These documents contain important information about us, our Common
Stock and our financial condition. You can obtain any of the documents
incorporated by reference in this document from us without charge, excluding any
exhibits to those documents unless the exhibit is specifically incorporated by
reference as an exhibit to this Registration Statement. You can obtain documents
incorporated by reference in this prospectus by requesting them in writing or by
telephone from us at the following address or telephone number:

                  Vice President, Corporate Counsel & Secretary
                       Piedmont Natural Gas Company, Inc.
                                1915 Rexford Road
                              Post Office Box 33068
                         Charlotte, North Carolina 28233
                   Telephone Number (704) 364-3483, Ext. 6202
In addition, all documents filed by the Company and the Plan pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold, or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be part hereof from the respective dates of filing of such
documents. Any statement contained herein or in a document all or part of which
is incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not Applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

         Martin C. Ruegsegger, Vice President, Corporate Counsel & Secretary of
the Company, whose opinion with respect to the Common Stock and Rights is filed
as Exhibit 5(a) hereto, is an officer of the Company and owns, as of December
26, 2001, 5,254 shares of Common Stock.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The following provisions of the North Carolina Business Corporation Act as
contained in the North Carolina General Statutes ("N.C.G.S." or "G.S.") govern
indemnification of our directors and officers:

         SECTION 55-8-50. POLICY STATEMENT AND DEFINITIONS. (a) It is the public
policy of this State to enable corporations organized under this Chapter to
attract and maintain responsible, qualified directors, officers, employees and
agents, and, to that end, to permit corporations organized under this Chapter to
allocate the risk of personal liability of directors, officers, employees and
agents through indemnification and insurance as authorized in this Part.

         (b) Definitions in this Part:

                  (1) "Corporation" includes any domestic or foreign corporation
         absorbed in a merger which, if its separate existence had continued,
         would have had the obligation or power to indemnify its directors,
         officers, employees, or agents, so that a person who would have been
         entitled to receive or request indemnification from such corporation if
         its separate existence had continued shall stand in the same position
         under this Part with respect to the surviving corporation.

                  (2) "Director" means an individual who is or was a director of
         a corporation or an individual who, while a director of a corporation,
         is or was serving at the
corporation's request as a director, officer, partner, trustee,
         employee, or agent of another foreign or domestic corporation,
         partnership, joint venture, trust, employee benefit plan, or other
         enterprise. A director is considered to be serving an employee benefit
         plan at the corporation's request if his duties to the corporation also
         impose duties on, or otherwise involve services by, him to the plan or
         to participants in or beneficiaries of the plan. "Director" includes,
         unless the context requires otherwise, the estate or personal
         representative of a director.

                  (3) "Expenses" means expenses of every kind incurred in
         defending a proceeding, including counsel fees.

                  (4) "Liability" means the obligation to pay a judgment,
         settlement, penalty, fine (including an excise tax assessed with
         respect to an employee benefit plan), or reasonable expenses incurred
         with respect to a proceeding.

                   (4a) "Officer," "employee," or "agent" includes, unless the
         context requires otherwise, the estate or personal representative of a
         person who acted in that capacity.

                  (5) "Official capacity" means: (i) when used with respect to a
         director, the office of director in a corporation; and (ii) when used
         with respect to an individual other than a director, as contemplated in
         G.S. 55-8-56, the office in a corporation held by the officer or the
         employment or agency relationship undertaken by the employee or agent
         on behalf of the corporation. "Official capacity" does not include
         service for any other foreign or domestic corporation or any
         partnership, joint venture, trust, employee benefit plan, or other
         enterprise.

                  (6) "Party" includes an individual who was, is, or is
         threatened to be made a named defendant or respondent in a proceeding.

                  (7) "Proceeding" means any threatened, pending, or completed
         action, suit, or proceeding, whether civil, criminal, administrative,
         or investigative and whether formal or informal.

         SECTION 55-8-51. AUTHORITY TO INDEMNIFY. (a) Except as provided in
subsection (d), a corporation may indemnify an individual made a party to a
proceeding because he is or was a director against liability incurred in the
proceeding if:

                  (1) He conducted himself in good faith; and

                  (2) He reasonably believed (i) in the case of conduct in his
         official capacity with the corporation, that his conduct was in its
         best interests; and (ii) in all other cases, that his conduct was at
         least not opposed to its best interests; and

                  (3) In the case of any criminal proceeding, he had no
         reasonable cause to believe his conduct was unlawful.
(b) A director's conduct with respect to an employee benefit plan for a
purpose he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

         (c) The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of no contest or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

         (d) A corporation may not indemnify a director under this section:

                  (1) In connection with a proceeding by or in the right of the
         corporation in which the director was adjudged liable to the
         corporation; or

                  (2) In connection with any other proceeding charging improper
         personal benefit to him, whether or not involving action in his
         official capacity, in which he was adjudged liable on the basis that
         personal benefit was improperly received by him.

         (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

         (f) The authorization, approval or favorable recommendation by the
board of directors of a corporation of indemnification, as permitted by this
section, shall not be deemed an act or corporate transaction in which a director
has a conflict of interest, and no such indemnification shall be void or
voidable on such ground.

         SECTION 55-8-52. MANDATORY INDEMNIFICATION. Unless limited by its
articles of incorporation, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any proceeding
to which he was a party because he is or was a director of the corporation
against reasonable expenses incurred by him in connection with the proceeding.

         SECTION 55-8-53. ADVANCE FOR EXPENSES. Expenses incurred by a director
in defending a proceeding may be paid by the corporation in advance of the final
disposition of such proceeding as authorized by the board of directors in the
specific case or as authorized or required under any provision in the articles
of incorporation or bylaws or by any applicable resolution or contract upon
receipt of an undertaking by or on behalf of the director to repay such amount
unless it shall ultimately be determined that he is entitled to be indemnified
by the corporation against such expenses.

          SECTION 55-8-54. COURT-ORDERED INDEMNIFICATION. Unless a corporation's
articles of incorporation provide otherwise, a director of the corporation who
is a party to a proceeding may apply for indemnification to the court conducting
the proceeding or to another court of competent jurisdiction. On receipt of an
application, the court after giving any notice the court considers necessary may
order indemnification if it determines:
(1) The director is entitled to mandatory indemnification under G.S.
55-8-52, in which case the court shall also order the corporation to pay the
director's reasonable expenses incurred to obtain court-ordered indemnification;
or

         (2) The director is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he met the standard of
conduct set forth in G.S. 55-8-51 or was adjudged liable as described in G.S.
55-8-51(d), but if he was adjudged so liable his indemnification is limited to
reasonable expenses incurred.

         SECTION 55-8-55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.
(a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

          (b) The determination shall be made:

                  (1) By the board of directors by majority vote of a quorum
         consisting of directors not at the time parties to the proceeding;

                  (2) If a quorum cannot be obtained under subdivision (1), by
         majority vote of a committee duly designated by the board of directors
         (in which designation directors who are parties may participate),
         consisting solely of two or more directors not at the time parties to
         the proceeding;

                  (3) By special legal counsel (i) selected by the board of
         directors or its committee in the manner prescribed in subdivision (1)
         or (2); or (ii) if a quorum of the board of directors cannot be
         obtained under subdivision (1) and a committee cannot be designated
         under subdivision (2), selected by majority vote of the full board of
         directors (in which selection directors who are parties may
         participate); or

                  (4) By the shareholders, but shares owned by or voted under
         the control of directors who are at the time parties to the proceeding
         may not be voted on the determination.

         (c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the determination
that indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

         SECTION 55-8-56. INDEMNIFICATION OF OFFICERS, EMPLOYEES, AND AGENTS.
Unless a corporation's articles of incorporation provide otherwise:

                  (1) An officer of the corporation is entitled to mandatory
         indemnification under G.S. 55-8-52, and is entitled to apply for the
         court-ordered indemnification under G.S. 55-8-54, in each case to the
         same extent as a director;
(2) The corporation may indemnify and advance expenses under
         this Part to an officer, employee, or agent of the corporation to the
         same extent as to a director; and

                  (3) A corporation may also indemnify and advance expenses to
         an officer, employee, or agent who is not a director to the extent,
         consistent with public policy, that may be provided by its articles of
         incorporation, bylaws, general or specific action of its board of
         directors, or contract.

         SECTION 55-8-57. ADDITIONAL INDEMNIFICATION AND INSURANCE. (a) In
addition to and separate and apart from the indemnification provided for in G.S.
55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or resolution indemnify or
agree to indemnify any one or more of its directors, officers, employees, or
agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan. Any provision in any articles of
incorporation, bylaw, contract, or resolution permitted under this section may
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification granted therein and may further include provisions establishing
reasonable procedures for determining and enforcing the rights granted therein.

          (b) The authorization, adoption, approval, or favorable recommendation
by the board of directors of a public corporation of any provision in any
articles of incorporation, bylaw, contract or resolution, as permitted in this
section, shall not be deemed an act of corporate transaction in which a director
has a conflict of interest, and no such articles of incorporation or bylaw
provision or contract or resolution shall be void or voidable on such grounds.
The authorization, adoption, approval, or favorable recommendation by the board
of directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw,
contract, or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities asserted
against any director prior to its adoption, authorization, or approval by the
board of directors.
(c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.

         SECTION 55-8-58. APPLICATION OF PART. (a) If articles of incorporation
limit indemnification or advance for expenses, indemnification and advance for
expenses are valid only to the extent consistent with the articles.

          (b) This Part does not limit a corporation's power to pay or reimburse
expenses incurred by a director in connection with his appearance as a witness
in a proceeding at a time when he has not been made a named defendant or
respondent to the proceeding.

          (c) This Part shall not affect rights or liabilities arising out of
acts or omissions occurring before July 1, 1990.

         Our By-Laws provide that we shall indemnify and hold harmless our
directors, and our officers who are also directors or who are designated by the
Board of Directors from time to time as indemnified officers ("indemnified
officers") against any obligation to pay any judgment, settlement, penalty, fine
(including any excise tax assessed with respect to an employee benefit plan) and
reasonable expenses, including but not limited to attorneys' fees of opposing
parties ("Liabilities") and for any expenses incurred with respect to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, whether formal or informal, and any
appeal therein (and any inquiry or investigation that could lead to such a
proceeding) (a "Proceeding"), including any Proceeding brought by us or on our
behalf, arising out of their status as our directors or officers. We also
indemnify our directors and indemnified officers for their service at our
request as a director, officer, partner, trustee, employee or agent or another
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise. We do not, however, indemnify a director or indemnified officer
against Liabilities or expenses incurred on account of activities of such person
that at the time taken were known or believed by him or her, or a reasonable
person would have or should have known, to be clearly in conflict with our best
interests. The By-Laws further provide that we shall indemnify each director and
indemnified officer for his or her reasonable costs, expenses and attorneys'
fees incurred in connection with the enforcement of the rights to
indemnification granted therein, if it is determined that such director or
indemnified officer is entitled to indemnification thereunder.

         Our Articles of Incorporation, as amended, contain the following
provisions:
ARTICLE 8: A director of the Corporation shall not be
         personally liable to the Corporation or any of its shareholders for
         monetary damages for any breach of duty as a director, except for
         liability with respect to (i) acts or omissions not made in good faith
         that the director at the time of such breach knew or believed were in
         conflict with the best interests of the Corporation, (ii) any liability
         under N.C.G.S. sec. 55-8-33 (liability for unlawful distributions),
         (iii) any transaction from which such director derived an improper
         personal benefit, or (iv) acts or omissions occurring prior to the date
         on which this Article 8 became effective. As used herein, the term
         "improper personal benefit" does not include a director's compensation
         or other incidental benefit for or on account of service as a director,
         officer, employee, independent contractor, attorney or consultant of
         the Corporation. If the North Carolina General Statutes are amended
         after approval by the Corporation's shareholders of this Article 8 to
         authorize corporate action further eliminating or limiting the personal
         liability of directors, then the liability of a director of the
         Corporation shall be eliminated or limited to the fullest extent
         permitted by the North Carolina General Statutes, as so amended. No
         amendment or repeal of the provisions of this Article 8 shall apply to
         or have any effect on the liability or alleged liability of any
         director of the Corporation for or with respect to any act or failure
         to act on the part of such director occurring prior to such amendment
         or repeal. The provisions of this Article 8 shall not be deemed to
         limit or preclude indemnification of a director by the Corporation for
         any liability which has not been eliminated by the provisions of this
         Article 8.

         We have obtained and maintain a policy for directors' and officers'
liability insurance. The policy is designed to protect us in the event we are
required to pay any amounts to its directors and officers as indemnification
against loss arising from certain civil claims, including certain claims under
the Securities Act of 1933, which might be made against its directors and
officers by reason of any alleged "breach of duty," neglect, error,
misstatement, misleading statement, omission or other act done or wrongfully
attempted, while acting in their respective capacities as our directors or
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable.

ITEM 8. EXHIBITS.

         *4(a) Copy of Articles of Incorporation of the Company, as amended
(Exhibit No. 2, Registration Statement on Form 8-B, dated March 2, 1994).

         *4(b) Copy of Certificate of Merger (New York) and Articles of Merger
(North Carolina), each dated March 1, 1994, evidencing merger of Piedmont
Natural Gas Company, Inc., with and into PNG Acquisition Company, with PNG
Acquisition Company being renamed "Piedmont Natural Gas Company, Inc." (Exhibits
3.2 and 3.1 to the Registration Statement on Form 8-B, dated March 2, 1994).
*4(c) Copy of By-Laws of the Company, as amended (Exhibit 3.1, Form
10-Q for the quarter ended January 31, 2000).

         *4(d) Copy of Rights Agreement dated as of February 27, 1998, between
the Company and Wachovia Bank, N.A., as Rights Agent, including the Rights
Certificate (Exhibit 10.1 to Current Report on Form 8-K dated February 27,
1998).

         5(a) Opinion of Martin C. Ruegsegger, Esquire, Vice President,
Corporate Counsel & Secretary of the Company.

         23(a) Independent Auditors' Consent.

         23(b) Consent of Martin C. Ruegsegger, Esquire (contained in opinion
filed as Exhibit 5(a) hereto).

         24(a) Form of Power of Attorney.

*Incorporated herein by reference as indicated.

The Company will submit or has submitted the Plan and any amendment thereto to
the Internal Revenue Service (the "IRS") in a timely manner and has made or will
make all changes required by the IRS in order to qualify the Plan, as amended,
under Section 401 of the Internal Revenue Code.

ITEM 9.  UNDERTAKINGS

The Company hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement;

                  (i) To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933;

                  (ii) To reflect in the prospectus any facts or events arising
         after the effective date of the Registration Statement (or the most
         recent post-effective amendment thereof) which, individually or in the
         aggregate, represent a fundamental change in the information in the
         Registration Statement;

                  (iii) To include any material information with respect to the
         plan of distribution not previously disclosed in the Registration
         Statement or any material change to such information in the
         Registration Statement;

                  provided, however, that the undertakings set forth in
         paragraphs (1)(i) and (1)(ii) above do not apply if the information
         required to be included in a post-effective amendment by those
         paragraphs is contained in periodic reports filed with or furnished to
         the Commission by the Company pursuant to Section 13 or Section 15(d)
         of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.
(2) That for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the Common Stock offered therein, and
the offering of such Common Stock at that time shall be deemed to be the initial
bona fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
of any of the Common Stock being registered which remains unsold at the
termination of the offering.

         (4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Company's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the Common Stock offered therein, and the
offering of such Common Stock at that time shall be deemed to be the initial
bona fide offering thereof.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to the provisions described under Item 6 above or
otherwise, the Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in
connection with the Common Stock being registered, the Company will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

                                POWER OF ATTORNEY

         Each director of the Company whose signature appears below hereby
appoints David J. Dzuricky as their attorney-in-fact to sign in their name and
behalf, in any and all capacities stated below, and to file with the Securities
and Exchange Commission, any and all amendments, including post-effective
amendments.

                                   SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Charlotte, State of North Carolina, on the 31st day
of December, 2001.
PIEDMONT NATURAL GAS COMPANY, INC.

                                    By:  /s/ WARE F. SCHIEFER
                                         --------------------------------------
                                         Ware F. Schiefer
                                         President and Chief Executive Officer

The Plan. Pursuant to the requirements of the Securities Act of 1933, the Salary
Investment Plan Committee has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Charlotte, State of North Carolina, on the 31st day of December, 2001.

         Piedmont Natural Gas Company, Inc. 401(k) Salary Investment Plan

                            By:  /s/ Richard A. Linville
                                 ------------------------
                                    Richard A. Linville
                                    Vice President - Human Resources

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURES                            TITLE                         DATE
         ----------                            -----                         ----
/s/ Ware F. Schiefer                Director, President and           December 31, 2001
---------------------------------   Chief Executive Officer
Ware F. Schiefer

/s/ David J. Dzuricky               Senior Vice President and         December 31, 2001
-------------------------------     Chief Financial Officer
David J. Dzuricky                   (Principal Financial Officer)

/s/ Barry L. Guy                    Vice President and Controller     December 31, 2001
-------------------------------     (Principal Accounting Officer)
Barry L. Guy

                                    Director
-------------------------------
Jerry W. Amos

                                    Director
-------------------------------
C.M. Butler III

/s/ D. Hayes Clement*               Director                          December 31, 2001
-------------------------------
D. Hayes Clement
/s/ John W. Harris*                 Director                          December 31, 2001
-------------------------------
John W. Harris

                                    Director
-------------------------------
Muriel W. Helms

/s/ John H. Maxheim*                Director                          December 31, 2001
-------------------------------
John H. Maxheim

/s/ Ned R. McWherter*               Director                          December 31, 2001
-------------------------------
Ned R. McWherter

/s/ Walter S. Montgomery, Jr.*      Director                          December 31, 2001
-------------------------------
Walter S. Montgomery, Jr.

/s/ Donald S. Russell*              Director                          December 31, 2001
-------------------------------
Donald S. Russell

/s/ John E. Simkins*                Director                          December 31, 2001
-------------------------------
John E. Simkins
* Signed on behalf of the director by David J. Dzuricky pursuant to limited
power of attorney.
INDEX TO EXHIBITS
EXHIBIT
NO.            TITLE OF EXHIBIT
4(a)           Copy of Articles of Incorporation of the Company

4(b)           Copy of Certificate of Merger (New York) and Articles of
               Merger (North Carolina)

4(c)           Copy of By-Laws of the Company, as amended

4(d)           Copy of Rights Agreement dated as of February 27, 1998

5(a)           Opinion of Martin C. Ruegsegger, Esquire*

23(a)          Independent Auditors' Consent*

23(b)          Consent of Martin C. Ruegsegger, Esquire (contained in
               Exhibit 5(a))

24(a)          Form of Power of Attorney*
* Filed herewith.