Mail Stop 3561

 					January 19, 2006



Mr. Barry L. Guy
Vice President and Controller
Piedmont Natural Gas Company, Inc.
1915 Rexford Road
Charlotte, NC 28211

	Re:	Piedmont Natural Gas Company, Inc.
		Form 8-K Filed January 17, 2006
		File No. 1-6196

Dear Mr. Guy:

      We have reviewed your filing and have the following comment.
Where indicated, we think you should revise your document in
response
to this comment. If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may or may not raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone number
listed
at the end of this letter.

Form 8-K

Item 4.02
1. In Form 10-K for fiscal year ended October 31, 2005, we note
you
concluded that both internal controls over financial reporting and
disclosure controls and procedures were effective as of October
31,
2005.  In light of the errors discovered, please explain to us how
you reached such conclusions.

*    *    *    *

      As appropriate, please respond to this comment within 5
business days or tell us when you will provide us with a response.
Please furnish a cover letter that keys your response to our
comment
and provides any requested information.  Detailed cover letters
greatly facilitate our review.  Please understand that we may have
additional comments after reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Staff Accountant Sarah Goldberg at (202)
551-
3340 if you have any questions regarding this comment.

								Sincerely,


								Sarah Goldberg



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Mr. Guy
Piedmont Natural Gas Company, Inc.
January 19, 2006
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