Item 2.02 - Results of Operations and Financial Condition 3

Item 9.01 - Financial Statements and Exhibits 3

Signatures 4

Exhibit (99)(a) Press Release dated January 26, 2009 5

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Item 2.02. Results of Operations and Financial Condition

On January 26, 2009, Peoples Bancorp of North Carolina, Inc. issued a press release announcing fourth quarter 2008 earnings.

A copy of the press release is attached hereto as Exhibit (99)(a) and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

(99)(a) Press release, dated January 26, 2009

Disclosure about forward-looking statements

This Form 8-K contains forward-looking statements. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, changes in interest rate environment, management's business strategy, national, regional, and local market conditions and legislative and regulatory conditions.

Readers should not place undue reliance on forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. Readers should also carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission.

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