PEOPLES BANCORP OF NORTH CAROLINA INC
8-K, 2000-04-04
STATE COMMERCIAL BANKS
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549



                                   FORM 8-K
                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934



      Date of Report (date of earliest event reported):   March 30, 2000


                    Peoples Bancorp of North Carolina, Inc.
               ------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)



       North Carolina                000-27205             56-2132396
       --------------                ---------            -----------
(State or Other Jurisdiction    (Commission File No.)     (IRS Employer
      of Incorporation)                                 Identification No.)



               218 South Main Avenue
               Newton, North Carolina                            28658
               -----------------------                           -----
           (Address of Principal Executive Offices)           (Zip Code)


                                (828) 464-5620
                                --------------
             (Registrant's Telephone Number, Including Area Code)
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Item 5.  Other Events

     On March 30, 2000, the Board of Directors of Peoples Bancorp of North
Carolina, Inc. of Newton, North Carolina authorized a 10% stock dividend.  As a
result, each shareholder will receive one new share of stock for every ten
shares of stock they held as of the record date.  Shareholders will receive a
cash payment in lieu of any fractional shares resulting from the stock dividend.
The stock dividend will be distributed on April 24, 2000 to shareholders of
record on April 10, 2000.   The Company's stock will trade ex-dividend on April
6, 2000.

     The Company had 2,926,318 shares of common stock outstanding at March 30,
2000, and will have 3,218,949 shares of common stock outstanding following the
stock dividend.

     The Company's stock transfer agent is Registrar and Transfer Company.

     A copy of the press release announcing the Bank's stock split is attached
hereto as Exhibit (99)(a) and is incorporated by reference herein.

Item 7.  Financial Statements and Exhibits

     (c)     Exhibits

     (99)(a) Press Release, dated April 3, 2000



                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                            PEOPLES BANCORP OF NORTH CAROLINA, INC.


Date: April 4, 2000         By:   /s/ Tony W. Wolfe
                               ______________________________________
                                 Tony W. Wolfe, President and
                                  Chief Executive Officer


                                    PAGE 2
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                                 EXHIBIT INDEX
                                 -------------


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

      (99)(a)       Press Release, dated April 3, 2000            4


                                     PAGE 3

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                                                   NEWS RELEASE
                                                   APRIL 3, 2000


Contact:  Tony W. Wolfe
          President and Chief Executive Officer

          Joseph F. Beaman, Jr.
          Executive Vice President and Chief Financial Officer

          828-464-5620, Fax 828-465-6780

For Immediate Release
- ---------------------

                  PEOPLES BANCORP ANNOUNCES 10% STOCK DIVIDEND
                  --------------------------------------------

     The Board of Directors of Peoples Bancorp of North Carolina, Inc. of
Newton, NC, authorized a 10% stock dividend at their regular meeting held March
30, 2000.  President and Chief Executive Officer Tony W. Wolfe announced that
the stock dividend would be payable April 24, 2000 to shareholders of record
April 10.

     Peoples Bank, the wholly owned subsidiary of Peoples Bancorp of North
Carolina, Inc., operates nine offices throughout Catawba County, one office in
Lincoln County and one office in Alexander County.   The Bank recently opened a
loan production office in downtown Lincolnton, NC and has received regulatory
approval to establish a full service branch in Lincolnton.   The Corporation's
common stock is publicly traded over the counter and is quoted on the Nasdaq
National Market System under the symbol "PEBK."  The stock is marketed locally
by Scott and Stringfellow, Inc. and IJL/Wachovia.  Peoples Bank represents the
oldest financial institution headquartered in Catawba County and is observing
its 88th year of service.
                                      END



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