<PAGE>

================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                    PEOPLES BANCORP OF NORTH CAROLINA, INC.
             (Exact name of Registrant as specified in its charter)

    North Carolina                                    56-2132396
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                             218 South Main Avenue
                                  P.O. Box 467
                          Newton, North Carolina 28658
                    (Address of Principal Executive Offices)

             PEOPLES BANCORP OF NORTH CAROLINA, INC. OMNIBUS STOCK
                     OWNERSHIP AND LONG TERM INCENTIVE PLAN
                            (Full title of the Plan)
                              ____________________

              TONY W. WOLFE, President and Chief Executive Officer
                             218 South Main Avenue
                                  P.O. Box 467
                          Newton, North Carolina 28658
                                 (828) 464-5764
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                              JOHN M. CROSS, JR.
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================================
    Title of Securities          Amount to be         Proposed Maximum           Proposed Maximum            Amount of
      to be Registered           Registered/1/         Offering Price           Aggregate Offering          Registration
                                                          Per Unit                    Price/4/                  Fee
----------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                 <C>                        <C>                        <C>
Common Stock, no par value        321,860/2/               $13.513                 $43,493,90/3/               $1,149
============================================================================================================================
</TABLE>

                            (Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
   with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
                                  (S)230.462.


<PAGE>

     /1/Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Peoples Bancorp of North Carolina, Inc. Omnibus Stock Ownership and Long Term
Incentive Plan (the "Omnibus Plan") as a result of a reclassification,
recapitalization, stock dividend, stock split, reverse stock split, amendment to
the articles of incorporation of Peoples Bancorp of North Carolina, Inc. merger
or consolidation which makes an adjustment of shares just and appropriate.

     /2/Represents the total number of shares which may be issued pursuant to
options granted or restricted stock awarded under the Omnibus Plan.

     /3/Soley for purposes of calculating the registration fee in accordance
with Rule 457(c), the proposed maximum offering price per unit has been
calculated on a weighted average price per share basis. Of the 321,860 shares
being registered hereby, (i) 53,192 shares are subject to options with an
exercise price equal to $18.00 per share ($957,456 in the aggregate) and (ii)
the remaining 268,668 shares, which are not underlying options awarded to date
or which have not been awarded to date as restricted stock, are being registered
based upon the last transaction price quoted by the Nasdaq National Market of
$12.625 per share ($3,391,933.50 in the aggregate) on September 22, 2000.

     /4/Estimated total for the purposes of calculating the registration fee in
accordance with Rule 457(h).
================================================================================


                                       2
<PAGE>

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

Item I.  Plan Information.

     This Registration Statement on Form S-8 relates to up to 321,860 shares of
common stock, no par value, of Peoples Bancorp of North Carolina, Inc. (the
"Registrant") which are reserved for issuance pursuant to (i) options which have
been or may be granted under the Peoples Bancorp of North Carolina, Inc. Omnibus
Stock Ownership Plan and Long Term Incentive Plan (the "Omnibus Plan") or (ii)
rights to acquire shares of restricted stock which may be granted.  This
Registration Statement also relates to an indeterminate number of additional
shares which may be necessary to adjust the number of shares reserved for
issuance pursuant to the Omnibus Plan as a result of a reclassification,
recapitalization, stock dividend, stock split, reverse stock split, amendment to
the Registrant's articles of incorporation, merger or consolidation which makes
an adjustment of shares just and appropriate.  Documents containing the
information specified in Part I of Form S-8 will be sent or given to the
participants in the Omnibus Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registration Information and Employee Plan Annual Information.

     The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999.

     (b)  The Registrant's Proxy Statement for its 2000 Annual Meeting of
          Shareholders dated April 13, 2000.

     (c)  The Registrants' Registration Statement on Form S-3 (File No. 333-
          43426) filed with the Securities and Exchange Commission on August 10,
          2000.

     (d)  All reports filed by the Registrant pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year covered by the
          Registrant's Annual Report on Form 10-K referred to in clause (a)
          above including but not limited to:

                                       3
<PAGE>

          (i)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2000 and June 30, 2000.

          (ii) The Registrant's Reports on Form 8-K dated April 4, 2000 and June
               27, 2000.

     (e)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Commission under Section 12(g) of the Exchange Act on August 31, 1999
          (File No. 000-27205), including any amendment or report filed for the
          purpose of updating such description.

     (f)  All documents subsequently filed by the Registrant and the Omnibus
          Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
          Act, prior to the filing of a post-effective amendment which indicates
          that all securities registered hereby have been sold or which
          deregisters all securities then remaining unsold, shall be deemed
          incorporated by reference herein and to be a part hereof from the date
          of the filing of such documents.  Any statement contained in this
          Registration Statement, or in a document 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 other subsequently filed
          document which is also incorporated or 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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its shareholders or otherwise for monetary damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employer or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity.  "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a

                                       4
<PAGE>

consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

     Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful.  A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard of conduct is determined by the board of directors, or a
committee or special legal counsel or the shareholders as prescribed in Section
55-8-55.

     Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete.  It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which, and the person for whose benefit, indemnification
shall or may be made.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                       5
<PAGE>

Item 8.  Exhibits

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

          Exhibit No.                         Description of Document
          -----------                         -----------------------

             3.1             The Registrant's Articles of Incorporation
                             incorporated by reference to Exhibit 3(i) to the
                             Registrant's Registration Statement on Form 8-A
                             filed with the Securities and Exchange Commission
                             on August 31, 1999 (File No. 000-27205).

             3.2             The Registrant's Bylaws, incorporated by reference
                             to Exhibit 3(ii) of the Registrant's Registration
                             Statement on Form 8-A filed with the Securities and
                             Exchange Commission on August 31, 1999 (File No.
                             000-27205).

             4.0             Specimen Stock Certificate for the Registrant
                             incorporated by reference to Exhibit (4) to the
                             Registrant's Registration Statement on Form 8-A
                             filed with the Securities and Exchange Commission
                             on August 31, 1999 (File No. 000-27205).

             5.0             Opinion of Brooks, Pierce, McLendon, Humphrey &
                             Leonard, L.L.P. as to legality of securities being
                             registered.

            10.0             Peoples Bancorp of North Carolina, Inc. Omnibus
                             Stock Ownership and Long Term Incentive Plan.

            23.1             Consent of Brooks, Pierce, McLendon, Humphrey &
                             Leonard, L.L.P. (included in Exhibit 5).

            23.2             Consent of Porter Keadle Moore LLP

            23.3             Consent of KPMG LLP.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

                                       6

<PAGE>

          (ii)  To reflect in the prospectus any facts or events arising which,
                individually or in the aggregate, represent a fundamental change
                in the information in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table 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 paragraphs (1)(i) and (1)(ii) above do not apply if
     --------  -------
the information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     (2) For determining liability under the Securities Act,  each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities 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 any
of the securities being registered that remain unsold at the termination of the
offering.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant 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 and will be governed by
the final adjudication of such issue.

                                       7
<PAGE>

                                   SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Newton, North Carolina, on the 25/th/ day of September, 2000.


                               PEOPLES BANCORP OF NORTH CAROLINA, INC.
                               Registrant


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


     Each person whose individual signature appears below hereby makes,
constitutes and appoints Tony W. Wolfe to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.


<PAGE>

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


Date:  September 25, 2000     By:   /s/ Tony W. Wolfe
                                    -------------------------------------------
                                    Tony W. Wolfe., President and, Chief
                                    Executive Officer (Principal Executive
                                    Officer)


Date:  September 25, 2000     By:   /s/ Robert C. Abernethy
                                    ------------------------------------------
                                    Robert C. Abernethy, Chairman of the Board
                                    and Director


Date:  September 25, 2000     By:   /s/ Joseph F. Beaman, Jr.
                                    ------------------------------------------
                                    Joseph F. Beaman, Jr., Executive Vice
                                    President and Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)


Date:  September 25, 2000     By:   /s/ James S. Abernethy
                                    ------------------------------------------
                                    James S. Abernethy, Director


Date:  September 25, 2000     By:   /s/ Bruce R. Eckard
                                    --------------------------------------------
                                    Bruce R. Eckard, Director


Date:  September 25, 2000     By:   /s/ John H. Elmore, Jr.
                                    --------------------------------------------
                                    John H. Elmore, Jr., Director


Date:  September 25, 2000     By:   /s/ Charles F. Murray
                                    -------------------------------------------
                                    Charles F. Murray, Director


Date:  September 25, 2000     By:   /s/ Bobby E. Matthews
                                    ------------------------------------------


<PAGE>

                                    Bobby E. Matthews, Director


Date:  September 25, 2000     By:   /s/ Larry E. Robinson
                                    ------------------------------------
                                    Larry E. Robinson, Director



Date:  September 25, 2000     By:   /s/ Fred L. Sherrill, Jr.
                                    ---------------------------------------
                                    Fred L. Sherrill, Jr., Director


Date:  September 25, 2000     By:   /s/ Dan Ray Timmerman, Sr.
                                    ---------------------------------------
                                    Dan Ray Timmerman, Sr., Director


Date:  September 25, 2000     By:   /s/ Benjamin I. Zachary
                                    ---------------------------------------
                                    Benjamin I. Zachary, Director


<PAGE>

                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
  Exhibit No.                   Description                                       Method of Filing
  -----------                   -----------                                       ----------------
  <S>             <C>                                                         <C>
      3.1         The Registrant's Articles of Incorporation                  Incorporated by Reference

      3.2         The Registrant's Bylaws                                     Incorporated by Reference

      4.0         Specimen Stock Certificate for the Registrant               Incorporated by Reference

      5.0         Opinion of Brooks, Pierce, McLendon, Humphrey &             Filed Herewith
                  Leonard, L.L.P. as to legality of securities
                  being registered

     10.0         Peoples Bancorp of North Carolina, Inc. Omnibus             Filed Herewith
                  Stock Option Plan

     23.1         Consent of Brooks, Pierce, McLendon, Humphrey &             Filed Herewith
                  Leonard, L.L.P. (included in Exhibit 5)

     23.2         Consent of Porter Keadle Moore LLP                          Filed Herewith

     23.3         Consent of KPMG LLP                                         Filed Herewith
</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "OMNIBUS STOCK OWNERSHIP AND LONG TERM INCENTIVE P1", "secsgml_size_bytes": 25900}]
{"company-data": {"conformed-name": "PEOPLES BANCORP OF NORTH CAROLINA INC", "cik": "0001093672", "assigned-sic": "6022", "irs-number": "562132396", "state-of-incorporation": "NC", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-46860", "film-number": "731376"}, "business-address": {"street1": "218 SOUTH MAIN STREET", "city": "NEWTON", "state": "NC", "zip": "28658", "phone": "8284645620"}, "mail-address": {"street1": "218 SOUTH MAIN STREET", "city": "NEWTON", "state": "NC", "zip": "28658"}}
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                              ____________________

                    PEOPLES BANCORP OF NORTH CAROLINA, INC.
             (Exact name of Registrant as specified in its charter)

    North Carolina                                    56-2132396
(State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                 Identification No.)

                             218 South Main Avenue
                                  P.O. Box 467
                          Newton, North Carolina 28658
                    (Address of Principal Executive Offices)

             PEOPLES BANCORP OF NORTH CAROLINA, INC. OMNIBUS STOCK
                     OWNERSHIP AND LONG TERM INCENTIVE PLAN
                            (Full title of the Plan)
                              ____________________

              TONY W. WOLFE, President and Chief Executive Officer
                             218 South Main Avenue
                                  P.O. Box 467
                          Newton, North Carolina 28658
                                 (828) 464-5764
  (Name and address, including zip code, and telephone number, including area
                          code, of agent for service)

                                  Copies to:
                              JOHN M. CROSS, JR.
                           Brooks, Pierce, McLendon,
                          Humphrey & Leonard, L.L.P.
                            2000 Renaissance Plaza
                             Post Office Box 26000
                       Greensboro, North Carolina 27420

                        CALCULATION OF REGISTRATION FEE
============================================================================================================================
    Title of Securities          Amount to be         Proposed Maximum           Proposed Maximum            Amount of
      to be Registered           Registered/1/         Offering Price           Aggregate Offering          Registration
                                                          Per Unit                    Price/4/                  Fee
----------------------------------------------------------------------------------------------------------------------------
Common Stock, no par value        321,860/2/               $13.513                 $43,493,90/3/               $1,149
============================================================================================================================
(Footnotes on Next Page)

  This Registration Statement shall become effective upon filing in accordance
   with Section 8(a) of the Securities Act of 1933, as amended, and 17 C.F.R.
                                  (S)230.462.
/1/Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to the
Peoples Bancorp of North Carolina, Inc. Omnibus Stock Ownership and Long Term
Incentive Plan (the "Omnibus Plan") as a result of a reclassification,
recapitalization, stock dividend, stock split, reverse stock split, amendment to
the articles of incorporation of Peoples Bancorp of North Carolina, Inc. merger
or consolidation which makes an adjustment of shares just and appropriate.

     /2/Represents the total number of shares which may be issued pursuant to
options granted or restricted stock awarded under the Omnibus Plan.

     /3/Soley for purposes of calculating the registration fee in accordance
with Rule 457(c), the proposed maximum offering price per unit has been
calculated on a weighted average price per share basis. Of the 321,860 shares
being registered hereby, (i) 53,192 shares are subject to options with an
exercise price equal to $18.00 per share ($957,456 in the aggregate) and (ii)
the remaining 268,668 shares, which are not underlying options awarded to date
or which have not been awarded to date as restricted stock, are being registered
based upon the last transaction price quoted by the Nasdaq National Market of
$12.625 per share ($3,391,933.50 in the aggregate) on September 22, 2000.

     /4/Estimated total for the purposes of calculating the registration fee in
accordance with Rule 457(h).
================================================================================

                                       2
Part I
              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item I.  Plan Information.

     This Registration Statement on Form S-8 relates to up to 321,860 shares of
common stock, no par value, of Peoples Bancorp of North Carolina, Inc. (the
"Registrant") which are reserved for issuance pursuant to (i) options which have
been or may be granted under the Peoples Bancorp of North Carolina, Inc. Omnibus
Stock Ownership Plan and Long Term Incentive Plan (the "Omnibus Plan") or (ii)
rights to acquire shares of restricted stock which may be granted.  This
Registration Statement also relates to an indeterminate number of additional
shares which may be necessary to adjust the number of shares reserved for
issuance pursuant to the Omnibus Plan as a result of a reclassification,
recapitalization, stock dividend, stock split, reverse stock split, amendment to
the Registrant's articles of incorporation, merger or consolidation which makes
an adjustment of shares just and appropriate.  Documents containing the
information specified in Part I of Form S-8 will be sent or given to the
participants in the Omnibus Plan as specified by Rule 428(b)(1).  Such documents
are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 in reliance on Rule 428.

Item 2.  Registration Information and Employee Plan Annual Information.

     The required statement is contained in the prospectus to be delivered
pursuant to Part I of this Registration Statement as specified by Rule
428(b)(1).

                                    Part II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The following documents filed with the Commission are incorporated herein
by reference:

     (a)  The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 1999.

     (b)  The Registrant's Proxy Statement for its 2000 Annual Meeting of
          Shareholders dated April 13, 2000.

     (c)  The Registrants' Registration Statement on Form S-3 (File No. 333-
          43426) filed with the Securities and Exchange Commission on August 10,
          2000.

     (d)  All reports filed by the Registrant pursuant to Sections 13(a) or
          15(d) of the Securities Exchange Act of 1934, as amended (the
          "Exchange Act"), since the end of the fiscal year covered by the
          Registrant's Annual Report on Form 10-K referred to in clause (a)
          above including but not limited to:

                                       3
(i)  The Registrant's Quarterly Reports on Form 10-Q for the quarters
               ended March 31, 2000 and June 30, 2000.

          (ii) The Registrant's Reports on Form 8-K dated April 4, 2000 and June
               27, 2000.

     (e)  The description of the Registrant's Common Stock contained in the
          Registrant's Registration Statement on Form 8-A filed with the
          Commission under Section 12(g) of the Exchange Act on August 31, 1999
          (File No. 000-27205), including any amendment or report filed for the
          purpose of updating such description.

     (f)  All documents subsequently filed by the Registrant and the Omnibus
          Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
          Act, prior to the filing of a post-effective amendment which indicates
          that all securities registered hereby have been sold or which
          deregisters all securities then remaining unsold, shall be deemed
          incorporated by reference herein and to be a part hereof from the date
          of the filing of such documents.  Any statement contained in this
          Registration Statement, or in a document 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 other subsequently filed
          document which is also incorporated or 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.

     Not applicable.

Item 6.  Indemnification of Directors and Officers.

     The Registrant's Articles of Incorporation provide that to the fullest
extent permitted by the North Carolina Business Corporation Act (the "NCBCA"),
no person who serves as a director shall be personally liable to the Registrant
or any of its shareholders or otherwise for monetary damages for breach of any
duty as director.  The Registrant's Bylaws state that any person who at any time
serves or has served as a director or officer of the Registrant, or who, while
serving as a director or officer of the Registrant, serves or has served at the
request of the Registrant as a director, officer, partner, trustee, employer or
agent of another corporation, partnership, joint venture, trust or other
enterprise, or as a trustee or administrator under an employee benefit plan,
shall have a right to be indemnified by the Registrant to the fullest extent
permitted by law against liability and litigation expense arising out of such
status or activities in such capacity.  "Liability and litigation expense" is
defined in the Bylaws as including costs and expenses of litigation (including
reasonable attorneys' fees), judgments, fines and amounts paid in settlement
which are actually and reasonably incurred in connection with or as a

                                       4
consequence of any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including appeals.

     Litigation expense, as described above, may be paid by the Registrant in
advance of the final disposition or termination of the litigation matter, if the
Registrant receives an undertaking, dated, in writing and signed by the person
to be indemnified, to repay all such sums unless such person is ultimately
determined to be entitled to be indemnified by the Registrant as provided in the
Registrant's Bylaws.

     Sections 55-8-50 through 55-8-58 of the NCBCA contain provisions
prescribing the extent to which directors and officers shall or may be
indemnified.  Section 55-8-51 of the NCBCA permits a corporation, with certain
exceptions, to indemnify a present or former director against liability if (i)
the director conducted himself in good faith, (ii) the director reasonably
believed (x) that the director's conduct in the director's official capacity
with the corporation was in its best interests and (y) in all other cases the
director's conduct was at least not opposed to the corporation's best interests,
and (iii) in the case of any criminal proceeding, the director had no reasonable
cause to believe the director's conduct was unlawful.  A corporation may not
indemnify a director in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation or in
connection with a proceeding charging improper personal benefit to the director.
The above standard of conduct is determined by the board of directors, or a
committee or special legal counsel or the shareholders as prescribed in Section
55-8-55.

     Sections 55-8-52 and 55-8-56 of the NCBCA require a corporation to
indemnify a director or officer in the defense of any proceeding to which the
director or officer was a party against reasonable expenses when the director or
officer is wholly successful in the director's or officer's defense, unless the
articles of incorporation provide otherwise.  Upon application, the court may
order indemnification of the director or officer if the director or officer is
adjudged fairly and reasonably so entitled under Section 55-8-54.

     In addition, Section 55-8-57 permits a corporation to provide for
indemnification of directors, officers, employees or agents, in its articles of
incorporation or bylaws or by contract or resolution, against liability in
various proceedings and to purchase and maintain insurance policies on behalf of
these individuals.

     The foregoing is only a general summary of certain aspects of North
Carolina law dealing with indemnification of directors and officers and does not
purport to be complete.  It is qualified in its entirety by reference to the
relevant statutes, which contain detailed specific provisions regarding the
circumstances under which, and the person for whose benefit, indemnification
shall or may be made.

Item 7.  Exemption from Registration Claimed.

     Not applicable.

                                       5
Item 8.  Exhibits

     The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table
in Item 601 of Regulation S-K):

          Exhibit No.                         Description of Document
          -----------                         -----------------------

             3.1             The Registrant's Articles of Incorporation
                             incorporated by reference to Exhibit 3(i) to the
                             Registrant's Registration Statement on Form 8-A
                             filed with the Securities and Exchange Commission
                             on August 31, 1999 (File No. 000-27205).

             3.2             The Registrant's Bylaws, incorporated by reference
                             to Exhibit 3(ii) of the Registrant's Registration
                             Statement on Form 8-A filed with the Securities and
                             Exchange Commission on August 31, 1999 (File No.
                             000-27205).

             4.0             Specimen Stock Certificate for the Registrant
                             incorporated by reference to Exhibit (4) to the
                             Registrant's Registration Statement on Form 8-A
                             filed with the Securities and Exchange Commission
                             on August 31, 1999 (File No. 000-27205).

             5.0             Opinion of Brooks, Pierce, McLendon, Humphrey &
                             Leonard, L.L.P. as to legality of securities being
                             registered.

            10.0             Peoples Bancorp of North Carolina, Inc. Omnibus
                             Stock Ownership and Long Term Incentive Plan.

            23.1             Consent of Brooks, Pierce, McLendon, Humphrey &
                             Leonard, L.L.P. (included in Exhibit 5).

            23.2             Consent of Porter Keadle Moore LLP

            23.3             Consent of KPMG LLP.

Item 9.  Undertakings.

     The undersigned Registrant hereby undertakes:

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

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

                                       6
(ii)  To reflect in the prospectus any facts or events arising which,
                individually or in the aggregate, represent a fundamental change
                in the information in the Registration Statement.
                Notwithstanding the foregoing, any increase or decrease in
                volume of securities offered (if the total dollar value of
                securities offered would not exceed that which was registered)
                and any deviation from the low or high end of the estimated
                maximum offering range may be reflected in the form of
                prospectus filed with the Commission pursuant to Rule 424(b) if,
                in the aggregate, the changes in volume and price represent no
                more than a 20% change in the maximum aggregate offering price
                set forth in the "Calculation of Registration Fee" table 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 paragraphs (1)(i) and (1)(ii) above do not apply if
     --------  -------
the information required in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.

     (2) For determining liability under the Securities Act,  each such post-
effective amendment shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities 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 any
of the securities being registered that remain unsold at the termination of the
offering.

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

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, and controlling persons of the
Registrant pursuant to the provisions discussed in Item 6 hereof, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the securities
being registered, the Registrant 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 and will be governed by
the final adjudication of such issue.

                                       7
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Newton, North Carolina, on the 25/th/ day of September, 2000.

                               PEOPLES BANCORP OF NORTH CAROLINA, INC.
                               Registrant

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

     Each person whose individual signature appears below hereby makes,
constitutes and appoints Tony W. Wolfe to sign for such person and in such
person's name and capacity indicated below, any and all amendments to this
Registration Statement, including any and all post-effective amendments.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

Date:  September 25, 2000     By:   /s/ Tony W. Wolfe
                                    -------------------------------------------
                                    Tony W. Wolfe., President and, Chief
                                    Executive Officer (Principal Executive
                                    Officer)

Date:  September 25, 2000     By:   /s/ Robert C. Abernethy
                                    ------------------------------------------
                                    Robert C. Abernethy, Chairman of the Board
                                    and Director

Date:  September 25, 2000     By:   /s/ Joseph F. Beaman, Jr.
                                    ------------------------------------------
                                    Joseph F. Beaman, Jr., Executive Vice
                                    President and Chief Financial Officer
                                    (Principal Financial Officer and Principal
                                    Accounting Officer)

Date:  September 25, 2000     By:   /s/ James S. Abernethy
                                    ------------------------------------------
                                    James S. Abernethy, Director

Date:  September 25, 2000     By:   /s/ Bruce R. Eckard
                                    --------------------------------------------
                                    Bruce R. Eckard, Director

Date:  September 25, 2000     By:   /s/ John H. Elmore, Jr.
                                    --------------------------------------------
                                    John H. Elmore, Jr., Director

Date:  September 25, 2000     By:   /s/ Charles F. Murray
                                    -------------------------------------------
                                    Charles F. Murray, Director

Date:  September 25, 2000     By:   /s/ Bobby E. Matthews
                                    ------------------------------------------
Bobby E. Matthews, Director

Date:  September 25, 2000     By:   /s/ Larry E. Robinson
                                    ------------------------------------
                                    Larry E. Robinson, Director

Date:  September 25, 2000     By:   /s/ Fred L. Sherrill, Jr.
                                    ---------------------------------------
                                    Fred L. Sherrill, Jr., Director

Date:  September 25, 2000     By:   /s/ Dan Ray Timmerman, Sr.
                                    ---------------------------------------
                                    Dan Ray Timmerman, Sr., Director

Date:  September 25, 2000     By:   /s/ Benjamin I. Zachary
                                    ---------------------------------------
                                    Benjamin I. Zachary, Director
EXHIBIT INDEX
Exhibit No.                   Description                                       Method of Filing
  -----------                   -----------                                       ----------------
3.1         The Registrant's Articles of Incorporation                  Incorporated by Reference

      3.2         The Registrant's Bylaws                                     Incorporated by Reference

      4.0         Specimen Stock Certificate for the Registrant               Incorporated by Reference

      5.0         Opinion of Brooks, Pierce, McLendon, Humphrey &             Filed Herewith
                  Leonard, L.L.P. as to legality of securities
                  being registered

     10.0         Peoples Bancorp of North Carolina, Inc. Omnibus             Filed Herewith
                  Stock Option Plan

     23.1         Consent of Brooks, Pierce, McLendon, Humphrey &             Filed Herewith
                  Leonard, L.L.P. (included in Exhibit 5)

     23.2         Consent of Porter Keadle Moore LLP                          Filed Herewith

     23.3         Consent of KPMG LLP                                         Filed Herewith