UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Piedmont Natural Gas Company, Inc.
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(Exact name of registrant as specified in its charter)

Not Applicable
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Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

This Amendment No. 1 to the Company’s Current Report on Form 8-K filed on March 9, 2011 (the “Original Report”) is being filed for the sole purpose of amending the disclosure provided under Proposal 5 in Item 5.07 of the Original Report to include a paragraph disclosing the Company’s decision regarding how frequently the Company will include an advisory shareholder vote on executive compensation in its proxy materials. Other than the addition of this paragraph, this Amendment No. 1 does not modify the disclosure contained in Item 5.07 of the Original Report.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Proposal 1: Election of Board of Director’s four nominees as Class I directors with terms expiring in 2014. All nominees were elected by the shareholders.

Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2011. The shareholders approved this proposal.

Proposal 3: Approval of the Company’s Amended and Restated Incentive Compensation Plan. The shareholders approved this proposal.

Proposal 4: Advisory vote on the Company’s executive compensation. The shareholders approved this proposal on an advisory basis.

Proposal 5: Advisory vote on frequency of future advisory votes on executive compensation. Of the total votes cast, 48% voted in favor of a three-year frequency, 3% voted in favor of a two-year frequency, and 49% voted in favor of a one-year frequency.

Although they represented slightly less than a majority of the votes cast, the highest percentage of the votes present in person or represented by proxy and entitled to vote at the Company’s Annual Meeting voted to hold an advisory vote to approve executive compensation annually. In line with this recommendation by the Company’s shareholders, at a meeting held on June 3, 2011, the Company’s Board of Directors determined that the Company will include an advisory shareholder vote on executive compensation in its proxy materials every year until the next advisory vote on the frequency of shareholder votes on executive compensation, which will occur no later than the Company’s annual meeting of shareholders in 2017.

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.