FORM 5 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Form 3 Holdings Reported Form 4 Transactions Reported

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * ABERNETHY ROBERT C 2. Issuer Name and Ticker or Trading Symbol PEOPLES BANCORP OF NORTH CAROLINA INC [PEBK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman of the Board (Last) (First) (Middle) 518 WEST C STREET 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2009 (Street) NEWTON, NC 28658 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Reporting (check applicable line) _X_ Form Filed by One Reporting Person ___ Form Filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Amount (A) or (D) Price Common Stock 02/12/2009   L 252.32 A $ 7.3684 137,812.3862 D   Common Stock 03/09/2009   L 187.88 A $ 5.1815 138,000.2662 D   Common Stock 05/07/2009   L 183.3535 A $ 6.5138 138,183.6197 D   Common Stock 06/11/2009   L 175.0645 A $ 6.7734 138,358.6842 D   Common Stock 07/29/2009   L 107.802 A $ 6.1221 138,466.4862 D   Common Stock 08/07/2009   L 50.9517 A $ 6.2132 138,517.4379 D   Common Stock 08/10/2009   L 25.3233 A $ 6.2232 138,542.7612 D   Common Stock 08/28/2009   L 21.483 A $ 6.542 138,564.2442 D   Common Stock 09/04/2009   L 74.214 A $ 6.5316 138,638.4582 D   Common Stock 11/11/2009   L 225.645 A $ 5.7183 138,864.1032 D   Common Stock 12/03/2009   L 129.735 A $ 4.1844 138,993.8382 D   Common Stock 03/16/2009   L 93.1509 A $ 5.7 5,402.7014 I Wife Common Stock 06/15/2009   P5 50.3582 A $ 7.51 5,453.0596 I Wife Common Stock 09/15/2009   P5 55.3203 A $ 6.9 5,508.3799 I Wife Common Stock 12/15/2009   P5 21.7298 A $ 5.07 5,530.1097 I Wife Common Stock 03/16/2009   P5 31.9579 A $ 5.7 1,853.5318 I Custodian of Stepson Common Stock 06/15/2009   P5 17.277 A $ 7.51 1,870.8088 I Custodian of Stepson Common Stock 09/15/2009   P5 18.9797 A $ 6.9 1,889.7885 I Custodian of Stepson Common Stock 12/15/2009   P5 7.4556 A $ 5.07 1,897.2441 I Custodian of Stepson Common Stock             23,026 I Daughter

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SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
ABERNETHY ROBERT C 518 WEST C STREET NEWTON, NC 28658	  X	Â	  Chairman of the Board	Â

Signatures

Robert C. Abernethy		02/04/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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