Registration No. 333-
--------------------------------------------------------------------------------


                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.  20549

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


                                          FORM S-8

                                   REGISTRATION STATEMENT

                                            UNDER

                                 THE SECURITIES ACT OF 1933

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


                   PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                   ------------------------------------------------------
                   (Exact name of registrant as specified in its charter)



           NORTH CAROLINA                                56-0233140
     ----------------------------------              -------------------
      (State or other jurisdiction                   (I.R.S. Employer 
      of incorporation or organization)            Identification Number)  


  400 Cox Road, Post Office Box 1398, Gastonia, North Carolina    28053-1398
  ---------------------------------------------------------------------------
      (Address of Principal Executive Offices)                     (Zip Code)


                   PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                              1997 NONQUALIFIED STOCK OPTION PLAN
                            --------------------------------------              
                                    (Full title of the Plan)


                                          Jack G. Mason
                                  Vice President - Treasurer and
                                      Chief Financial Officer
                                           400 Cox Road
                                       Post Office Box 1398
                                Gastonia, North Carolina 28053-1398
                               --------------------------------------
                               (Name and address of agent for service)

                                           (704) 864-6731
                   -----------------------------------------------------------
                  (Telephone number, including area code, of agent for service)



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

<TABLE>
                                 CALCULATION OF REGISTRATION FEE
(CAPTION>

<S>                       <S>                  <S>                    <S>                        <S>                      
                                                 Proposed Maximum        Proposed Maximum
  Title of Securities        Amount to             Offering Price             Aggregate               Amount of
   to be Registered        be Registered             Per Share*            Offering Price*        Registration Fee
---------------------     ------------------   ----------------------  ------------------------- ---------------------  
     Common Stock,
    $1.00 par value        1,560,000 shares          $21.25             $33,150,000.00              $10,045.45
=====================     ==================  ======================  ========================= =====================

* Based upon the average of the high and low prices for the Common Stock on
August 29, 1997, as reported on the New York Stock Exchange, pursuant to
Rule 457(c) and (h)(1) under the Securities Act of 1933.
</TABLE>
                                                         1

<PAGE>



                                                 PART I

                           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


Item   1.     Plan Information.*
              -----------------

Item   2.     Registrant Information and Employee Plan Annual Information.*
              ------------------------------------------------------------ 

     *   The  information  required  by  Items 1 and 2 of Part I of Form  S-8 is
         omitted from this registration statement in accordance with the Note to
         Part 1 of Form S-8.


                                                 PART II

                            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item   3.     Incorporation of Documents by Reference.
              ---------------------------------------

     The following documents heretofore filed by Public Service Company of North
Carolina,  Incorporated  ("Company") with the Securities and Exchange Commission
are incorporated herein by reference:

      (i)    The Company's Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1996;

     (ii)    The Company's  Quarterly  Report on Form 10-Q for the quarters
                  ended December 31, 1996, March 31, 1997 and June 30, 1997, and
                  the Company's  Registration  Statement on Form 8-K dated April
                  9, 1997, and filed April 10, 1997, as amended by the Company's
                  Registration  Statement  on Form 8-K A00 dated  April 9, 1997,
                  and filed April 14, 1997; and

    (iii)    The description of the Company's Common Stock contained in the
                  Company's  Form 8-A dated  February 22, 1995,  filed under the
                  Securities  Exchange Act of 1934, as amended ("Exchange Act"),
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Exchange Act after 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 then remaining
unsold shall be deemed to be  incorporated  by  reference  herein and to be part
hereof from the date of filing of such reports and documents.

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  Company's  Articles of  Incorporation  provide  that a director of the
Company shall not be liable for monetary damages for breach of his or her duties
as a  director  except  and only to the  extent  applicable  law  restricts  the
effectiveness of such provision.  Under applicable law, this provision precludes
any claim of the Company's  shareholders  for monetary damages based on a breach
of duty of directors, with the following exceptions under the

                                                         2

<PAGE>



North  Carolina  Business  Corporation  Act:  (i) acts or  omissions  that  such
directors  at the time of such breach knew or believed  were clearly in conflict
with the best interests of the corporation, (ii) certain unlawful distributions,
including unlawful  redemptions of shares, (iii) any transaction from which such
director  derived  an  improper  personal  benefit,  or (iv)  acts or  omissions
occurring prior to the effectiveness of the provision on April 27, 1988.

     The Bylaws of the Company contain  provisions  which require the Company to
indemnify  current  or former  directors  and  officers  to the  fullest  extent
permitted by law against claims and liabilities,  including  reasonable costs of
defense  attendant  thereto,  imposed  upon such persons by reason of his or her
status as a director or officer of the Company unless such claims,  liabilities,
and expenses are  attributable  to the negligence or misconduct of such director
or officer.  The North Carolina  Business  Corporation  Act contains  provisions
which   mandate  in  some   instances  and  permit  in  other   instances   such
indemnification.

     The Company has an insurance  policy  covering its  directors  and officers
against personal  liability,  which may include liabilities under the Securities
Act of 1933 (the "Securities Act").

Item   7.     Exemption from Registration Claimed.
              -----------------------------------

                  Not applicable.

Item   8.     Exhibits.
              -------- 

               5      Opinion of J. Paul Douglas, Vice President - Corporate 
                      Counsel of the Company, as to the legality of the
                      securities being registered.

              23.1    Consent of Arthur Andersen LLP.

              23.2    Consent of J. Paul Douglas, Vice President - Corporate
                      Counsel of the Company (contained in Exhibit 5).

Item   9.     Undertakings.
              ------------

     (a) The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which it offers or sells securities,
              a post-effective amendment to this registration statement:

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

              (ii)    To reflect in the  prospectus  any facts or events  which,
                      individually or together,  represent a fundamental  change
                      in  the  information   set  forth  in  this   registration
                      statement; and

              (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 (a)(1)(i) and (a)(1)(ii) do not
              apply if the  registration  statement is on Form S-3, Form S-8, or
              Form  F-3,  and  the  information  required  to be  included  in a
              post-effective  amendment  by those  paragraphs  is  contained  in
              periodic  reports filed by the  Registrant  under the Exchange Act
              that are incorporated by reference in the registration statement.

         (2)  That,  for  the  purpose  of  determining   liability   under  the
              Securities Act, it will treat each  post-effective  amendment as a
              new registration  statement of the securities offered therein, and
              the offering of such securities at that time shall be deemed to be
              the initial bona fide offering.

                                                         3

<PAGE>



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

     (b) The  undersigned  Registrant  hereby  undertakes  that, 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.

     (c) 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 foregoing provisions,  or otherwise, the
         Registrant  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 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.


                                                         4

<PAGE>



                                    SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 the City of Gastonia, State of North Carolina, on the 24th day of
July, 1997.

                           PUBLIC SERVICE COMPANY OF NORTH CAROLINA
                            INCORPORATED





                            By:  /s/ Charles E. Zeigler, Jr.
                                 -----------------------------
                                 Charles E. Zeigler, Jr.
                                 Chairman, President and Chief Executive Officer

     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 date indicated.


         Signature                      Title                         Date
---------------------------  ------------------------------------- -------------





/s/Charles E. Zeigler, Jr.   Chairman, President, Chief Executive  July 24, 1997
---------------------------  Officer,and Director (Principal
Charles E. Zeigler, Jr.      Executive Officer)




 
/s/ Jack G. Mason            Vice President - Treasurer and Chief  July 24, 1997
---------------------------  Financial Officer (Principal 
Jack G. Mason                Financial and Accounting Officer)





/s/William C. Burkhardt      Director                              July 24, 1997
--------------------------- 
William C. Burkhardt




/s/ William A. V. Cecil      Director                              July 24, 1997
--------------------------- 
William A. V. Cecil


                                                         5

<PAGE>









/s/ Bert Collins             Director                              July 24, 1997
---------------------------
Bert Collins




/s/ John W. Copeland         Director                              July 24, 1997
---------------------------  
John W. Copeland




/s/ Van E. Eure              Director                              July 24, 1997
---------------------------  
Van E. Eure


                                                                              
/s/ William L. O'Brien, Jr.  Director                              July 24, 1997
---------------------------
William L. O'Brien, Jr.




/s/ D. Wayne Peterson        Director                              July 24, 1997
---------------------------    
D. Wayne Peterson




/s/ Ben R. Rudisill, II      Director                              July 24, 1997
---------------------------    
Ben R. Rudisill, II




/s/ G. Smedes York           Director                              July 24, 1997
---------------------------      
G. Smedes York


                                                         6

<PAGE>



                                  SECURITIES AND EXCHANGE COMMISSION
                                        Washington, D.C.  29549

                                               EXHIBITS
                                                Item 8

                                               FORM S-8
                                        REGISTRATION STATEMENT

                        PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED


                                             EXHIBIT INDEX


     Exhibit          Description
     -------          ----------- 

      5               Opinion of J. Paul Douglas, Vice President - Corporate
                      Counsel of the Company (page 8 of the sequentially 
                      numbered pages).

     23.1             Consent of Arthur Andersen LLP. (page 9 of the 
                      sequentially numbered pages).

     23.2             Consent of J. Paul Douglas, Vice President - Corporate 
                      Counsel of the Company (contained in Exhibit 5).





<PAGE>                                                  7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17194}]
{"company-data": {"conformed-name": "PUBLIC SERVICE CO OF NORTH CAROLINA INC", "cik": "0000081025", "assigned-sic": "4924", "irs-number": "560233140", "state-of-incorporation": "NC", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-34845", "film-number": "97674519"}, "business-address": {"street1": "400 COX RD", "street2": "PO BOX 1398", "city": "GASTONIA", "state": "NC", "zip": "28053", "phone": "7048646731"}}
Registration No. 333-
--------------------------------------------------------------------------------

                             SECURITIES AND EXCHANGE COMMISSION
                                   WASHINGTON, D.C.  20549

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

                                          FORM S-8

                                   REGISTRATION STATEMENT

                                            UNDER

                                 THE SECURITIES ACT OF 1933

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

                   PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                   ------------------------------------------------------
                   (Exact name of registrant as specified in its charter)

           NORTH CAROLINA                                56-0233140
     ----------------------------------              -------------------
      (State or other jurisdiction                   (I.R.S. Employer 
      of incorporation or organization)            Identification Number)  

  400 Cox Road, Post Office Box 1398, Gastonia, North Carolina    28053-1398
  ---------------------------------------------------------------------------
      (Address of Principal Executive Offices)                     (Zip Code)

                   PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED
                              1997 NONQUALIFIED STOCK OPTION PLAN
                            --------------------------------------              
                                    (Full title of the Plan)

                                          Jack G. Mason
                                  Vice President - Treasurer and
                                      Chief Financial Officer
                                           400 Cox Road
                                       Post Office Box 1398
                                Gastonia, North Carolina 28053-1398
                               --------------------------------------
                               (Name and address of agent for service)

                                           (704) 864-6731
                   -----------------------------------------------------------
                  (Telephone number, including area code, of agent for service)

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

                                 CALCULATION OF REGISTRATION FEE
(CAPTION>
Proposed Maximum        Proposed Maximum
  Title of Securities        Amount to             Offering Price             Aggregate               Amount of
   to be Registered        be Registered             Per Share*            Offering Price*        Registration Fee
---------------------     ------------------   ----------------------  ------------------------- ---------------------  
     Common Stock,
    $1.00 par value        1,560,000 shares          $21.25             $33,150,000.00              $10,045.45
=====================     ==================  ======================  ========================= =====================

* Based upon the average of the high and low prices for the Common Stock on
August 29, 1997, as reported on the New York Stock Exchange, pursuant to
Rule 457(c) and (h)(1) under the Securities Act of 1933.
1
PART I

                           INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item   1.     Plan Information.*
              -----------------

Item   2.     Registrant Information and Employee Plan Annual Information.*
              ------------------------------------------------------------ 

     *   The  information  required  by  Items 1 and 2 of Part I of Form  S-8 is
         omitted from this registration statement in accordance with the Note to
         Part 1 of Form S-8.

                                                 PART II

                            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item   3.     Incorporation of Documents by Reference.
              ---------------------------------------

     The following documents heretofore filed by Public Service Company of North
Carolina,  Incorporated  ("Company") with the Securities and Exchange Commission
are incorporated herein by reference:

      (i)    The Company's Annual Report on Form 10-K for the fiscal year ended
                  September 30, 1996;

     (ii)    The Company's  Quarterly  Report on Form 10-Q for the quarters
                  ended December 31, 1996, March 31, 1997 and June 30, 1997, and
                  the Company's  Registration  Statement on Form 8-K dated April
                  9, 1997, and filed April 10, 1997, as amended by the Company's
                  Registration  Statement  on Form 8-K A00 dated  April 9, 1997,
                  and filed April 14, 1997; and

    (iii)    The description of the Company's Common Stock contained in the
                  Company's  Form 8-A dated  February 22, 1995,  filed under the
                  Securities  Exchange Act of 1934, as amended ("Exchange Act"),
                  including  any  amendment  or report  filed for the purpose of
                  updating such description.

     All reports and other documents  filed by the Company  pursuant to Sections
13(a),  13(c),  14, or 15(d) of the Exchange Act after 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 then remaining
unsold shall be deemed to be  incorporated  by  reference  herein and to be part
hereof from the date of filing of such reports and documents.

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  Company's  Articles of  Incorporation  provide  that a director of the
Company shall not be liable for monetary damages for breach of his or her duties
as a  director  except  and only to the  extent  applicable  law  restricts  the
effectiveness of such provision.  Under applicable law, this provision precludes
any claim of the Company's  shareholders  for monetary damages based on a breach
of duty of directors, with the following exceptions under the

                                                         2
North  Carolina  Business  Corporation  Act:  (i) acts or  omissions  that  such
directors  at the time of such breach knew or believed  were clearly in conflict
with the best interests of the corporation, (ii) certain unlawful distributions,
including unlawful  redemptions of shares, (iii) any transaction from which such
director  derived  an  improper  personal  benefit,  or (iv)  acts or  omissions
occurring prior to the effectiveness of the provision on April 27, 1988.

     The Bylaws of the Company contain  provisions  which require the Company to
indemnify  current  or former  directors  and  officers  to the  fullest  extent
permitted by law against claims and liabilities,  including  reasonable costs of
defense  attendant  thereto,  imposed  upon such persons by reason of his or her
status as a director or officer of the Company unless such claims,  liabilities,
and expenses are  attributable  to the negligence or misconduct of such director
or officer.  The North Carolina  Business  Corporation  Act contains  provisions
which   mandate  in  some   instances  and  permit  in  other   instances   such
indemnification.

     The Company has an insurance  policy  covering its  directors  and officers
against personal  liability,  which may include liabilities under the Securities
Act of 1933 (the "Securities Act").

Item   7.     Exemption from Registration Claimed.
              -----------------------------------

                  Not applicable.

Item   8.     Exhibits.
              -------- 

               5      Opinion of J. Paul Douglas, Vice President - Corporate 
                      Counsel of the Company, as to the legality of the
                      securities being registered.

              23.1    Consent of Arthur Andersen LLP.

              23.2    Consent of J. Paul Douglas, Vice President - Corporate
                      Counsel of the Company (contained in Exhibit 5).

Item   9.     Undertakings.
              ------------

     (a) The undersigned Registrant hereby undertakes:

         (1)  To file, during any period in which it offers or sells securities,
              a post-effective amendment to this registration statement:

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

              (ii)    To reflect in the  prospectus  any facts or events  which,
                      individually or together,  represent a fundamental  change
                      in  the  information   set  forth  in  this   registration
                      statement; and

              (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 (a)(1)(i) and (a)(1)(ii) do not
              apply if the  registration  statement is on Form S-3, Form S-8, or
              Form  F-3,  and  the  information  required  to be  included  in a
              post-effective  amendment  by those  paragraphs  is  contained  in
              periodic  reports filed by the  Registrant  under the Exchange Act
              that are incorporated by reference in the registration statement.

         (2)  That,  for  the  purpose  of  determining   liability   under  the
              Securities Act, it will treat each  post-effective  amendment as a
              new registration  statement of the securities offered therein, and
              the offering of such securities at that time shall be deemed to be
              the initial bona fide offering.

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

     (b) The  undersigned  Registrant  hereby  undertakes  that, 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.

     (c) 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 foregoing provisions,  or otherwise, the
         Registrant  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 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.

                                                         4
SIGNATURES

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 the City of Gastonia, State of North Carolina, on the 24th day of
July, 1997.

                           PUBLIC SERVICE COMPANY OF NORTH CAROLINA
                            INCORPORATED

                            By:  /s/ Charles E. Zeigler, Jr.
                                 -----------------------------
                                 Charles E. Zeigler, Jr.
                                 Chairman, President and Chief Executive Officer

     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 date indicated.

         Signature                      Title                         Date
---------------------------  ------------------------------------- -------------

/s/Charles E. Zeigler, Jr.   Chairman, President, Chief Executive  July 24, 1997
---------------------------  Officer,and Director (Principal
Charles E. Zeigler, Jr.      Executive Officer)

 
/s/ Jack G. Mason            Vice President - Treasurer and Chief  July 24, 1997
---------------------------  Financial Officer (Principal 
Jack G. Mason                Financial and Accounting Officer)

/s/William C. Burkhardt      Director                              July 24, 1997
--------------------------- 
William C. Burkhardt

/s/ William A. V. Cecil      Director                              July 24, 1997
--------------------------- 
William A. V. Cecil

                                                         5
/s/ Bert Collins             Director                              July 24, 1997
---------------------------
Bert Collins

/s/ John W. Copeland         Director                              July 24, 1997
---------------------------  
John W. Copeland

/s/ Van E. Eure              Director                              July 24, 1997
---------------------------  
Van E. Eure

                                                                              
/s/ William L. O'Brien, Jr.  Director                              July 24, 1997
---------------------------
William L. O'Brien, Jr.

/s/ D. Wayne Peterson        Director                              July 24, 1997
---------------------------    
D. Wayne Peterson

/s/ Ben R. Rudisill, II      Director                              July 24, 1997
---------------------------    
Ben R. Rudisill, II

/s/ G. Smedes York           Director                              July 24, 1997
---------------------------      
G. Smedes York

                                                         6
SECURITIES AND EXCHANGE COMMISSION
                                        Washington, D.C.  29549

                                               EXHIBITS
                                                Item 8

                                               FORM S-8
                                        REGISTRATION STATEMENT

                        PUBLIC SERVICE COMPANY OF NORTH CAROLINA, INCORPORATED

                                             EXHIBIT INDEX

     Exhibit          Description
     -------          ----------- 

      5               Opinion of J. Paul Douglas, Vice President - Corporate
                      Counsel of the Company (page 8 of the sequentially 
                      numbered pages).

     23.1             Consent of Arthur Andersen LLP. (page 9 of the 
                      sequentially numbered pages).

     23.2             Consent of J. Paul Douglas, Vice President - Corporate 
                      Counsel of the Company (contained in Exhibit 5).
7