<SUBMISSION>
<ACCESSION-NUMBER>0000318300-04-000123
<TYPE>S-3
<PUBLIC-DOCUMENT-COUNT>6
<FILING-DATE>20040621
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PEOPLES BANCORP INC
<CIK>0000318300
<ASSIGNED-SIC>6021
<IRS-NUMBER>310987416
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>S-3
<ACT>33
<FILE-NUMBER>333-116683
<FILM-NUMBER>04872672
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>138 PUTNAM ST
<STREET2>P O BOX 738
<CITY>MARIETTA
<STATE>OH
<ZIP>45750-0738
<PHONE>7403733155
</BUSINESS-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>S-3
<SEQUENCE>1
<FILENAME>forms32004.txt
<DESCRIPTION>REGISTRATION STATEMENT
<TEXT>
           As filed with the Securities and Exchange Commission on June 21, 2004
                                                 Registration No. 333-__________

================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 _______________

                                    FORM S-3
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                                _______________

                              Peoples Bancorp Inc.
             (Exact name of Registrant as specified in its charter)
                                _______________

              Ohio                                   31-0987416
    (State or other jurisdiction                (I.R.S. Employer
  of incorporation or organization)                Identification No.)


           138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738
                                 (740) 373-3155

      (Address, including zip code, and telephone number,
           including area code, of Registrant's principal executive offices)
                                _______________

                                                        Copy to:
     Charles R. Hunsaker, Esq.                 Elizabeth Turrell Farrar, Esq.
        Peoples Bancorp Inc.               Vorys, Sater, Seymour and Pease LLP
  138 Putnam Street, P.O. Box 738                   52 East Gay Street
     Marietta, Ohio 45750-0738                     Columbus, Ohio 43215
           (740) 374-6109                            (614) 464-5607
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)



    Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective as determined by
market conditions.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] _________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE

---------------------------- --------------------- -------------------------- -------------------------- -----------------------
<S>                              <C>                <C>                        <C>                         <C>
  Title of Each Class of         Amount to be          Proposed Maximum           Proposed Maximum            Amount of
Securities to be Registered      Registered         Offering Price per Share   Aggregate Offering Price    Registration Fee
---------------------------- --------------------- -------------------------- -------------------------- -----------------------
      Common Shares,               306,582            $ 25.235 (1)              $ 7,736,597.00               $ 981
     without par value
---------------------------- --------------------- -------------------------- -------------------------- -----------------------
<FN>

(1)  Estimated solely for the purpose of calculating the registration fee and
     calculated in accordance with Rule 457(c) under the Securities Act of 1933,
     as amended, on the basis of the average of the high and low sales prices
     per share for the Common Shares of Peoples Bancorp Inc. on June 18, 2004,
     as reported on The NASDAQ National Market.
                                                ----------------------------

</FN>
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.

================================================================================

<PAGE>


                   SUBJECT TO COMPLETION, DATED JUNE 21, 2004
PROSPECTUS
                           [Peoples Bancorp Inc. Logo]

                              Peoples Bancorp Inc.

                              306,582 Common Shares
                                 (no par value)


         The information in this prospectus is not complete and may be changed.
         The selling shareholders may not sell these securities until the
         registration statement filed with the Securities and Exchange
         Commission is effective. This prospectus is not an offer to sell these
         securities and it is not soliciting an offer to buy these securities in
         any state where the offer or sale is not permitted.

         This prospectus relates to the offer and sale, from time to time, of up
to 306,582 common shares of Peoples Bancorp Inc. by the selling shareholders
named under "Selling Shareholders" beginning on page 11. The common shares are
being offered on a continuous basis pursuant to Rule 415 under the Securities
Act of 1933, securities as amended. The common shares offered by this prospectus
will be sold from time to time at then prevailing market prices, at prices
related to prevailing market prices or at negotiated prices.

         66,582 of the common shares offered by this prospectus were issued by
Peoples in connection with the acquisition by our subsidiary Peoples Insurance
Agency, Inc. of substantially all of the assets of Putnam the Agency, Inc.,
which closed on April 30, 2004, pursuant to an asset purchase agreement, dated
April 7, 2004, among Peoples, Peoples Insurance, Putnam Agency, Inc. and its
shareholders.

         127,446 of the common shares offered by this prospectus were issued by
Peoples in connection with the merger of Barengo Insurance Agency, Inc. into
Peoples Insurance, which closed on May 28, 2004, pursuant to an agreement and
plan of merger, dated as of May 28, 2004, among Peoples, Peoples Insurance,
Barengo Insurance. Agency, Inc. and its shareholders. Additional common shares
may be issued to the shareholders of Barengo Insurance Agency, Inc. as "earn out
consideration" in respect of the merger. As of the date of this prospectus
prospectus, the issuance of 112,554 additional common shares has been authorized
for this purpose.

         Our common shares are listed on The NASDAQ National Market under the
symbol "PEBO." The last reported sale price of our common shares on The NASDAQ
National Market on June 18, 2004, was $25.02.

         We will not receive any proceeds from the selling shareholders' sale of
the common shares. We have agreed to bear the expenses in connection with the
registration of the common shares offered by the selling soliciting shareholders
and to indemnify the selling shareholders against certain liabilities, including
liabilities under the Securities Act. See "Plan of Distribution" beginning on
page 15 for additional information on how the selling shareholders may conduct
sales of our common shares.


         Investment in our common shares involves risk. See "Risk Factors"
beginning on page 4.
                           ___________________________

         Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

         These securities are not savings accounts, deposits or other
obligations of any bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other governmental agency.

                           ___________________________

                 The date of this prospectus is June ___, 2004.



<PAGE>
                              Table of Contents

                                                                       Page

Information About Peoples...........................................     3
Risk Factors........................................................     4
Cautionary Statement Regarding Forward-Looking Statements...........     9
Use of Proceeds.....................................................    10
Selling Shareholders................................................    11
Plan of Distribution................................................    15
Legal Matters.......................................................    18
Experts.............................................................    18
Where You Can Find More Information.................................    18
Documents Incorporated by Reference.................................    19

                           ___________________________


         You should rely only on the information contained in or incorporated by
reference into this prospectus. We have not, and the selling shareholders have
not, authorized any other person to provide you with different or additional
information. If anyone provides you with different or inconsistent information,
you should not rely on it. The selling shareholders are offering to sell, and
seeking offers to buy, our common shares only in jurisdictions where offers and
sales of our common shares by them are permitted. The information contained in
this prospectus is current only as of the date hereof.

         Unless the context requires otherwise, the terms "Peoples," "we," "our"
and "us" refer to Peoples Bancorp Inc., an Ohio corporation, and its
subsidiaries, the term "Peoples Bank" refers to our banking subsidiary Peoples
Bank, National Association and the term "Peoples Insurance" refers to Peoples
Insurance Agency, Inc., an insurance agency subsidiary of Peoples Bank. The
terms "Peoples," "we," "our," "us," "Peoples Bank" and "Peoples Insurance" do
not include or refer to the selling shareholders.



<PAGE>


                            Information About Peoples
                            -------------------------

         Peoples is a financial holding company organized in 1980, with origins
in the Mid-Ohio Valley dating back to 1902. At March 31, 2004, we had total
assets of $1.72 billion, total net loans of $896 million, total deposits of
$1.03 billion and total stockholders' equity of $175.4 million.

         Our principal operating subsidiary, Peoples Bank, is a full service
community bank that provides an array of financial products and services
designed to satisfy our customers' demands. In addition to traditional banking
products, we offer corporate and personal trust services and insurance and
investment products through 51 financial service locations and 33 automated
teller machines (ATMs) in Ohio, West Virginia and Kentucky, as well as through
banking by phone and internet-based banking. Peoples Bank operates Peoples
Insurance which offers a full range of life, health, property and casualty
insurance products to customers in Peoples' markets. Peoples Bank also provides
custom-tailored solutions for asset management needs through its Peoples
Financial Advisors division.

         We have expanded from our roots in Washington County, Ohio, where we
maintain nine financial service locations, to a market area that encompasses 17
counties in southeastern Ohio and neighboring areas of Kentucky and West
Virginia, focusing on non-major urban areas.

         At March 31, 2004, we had 497 full-time equivalent employees. Our
principal executive office is located at 138 Putnam Street, Marietta, Ohio 45750
and our telephone number is (740) 373-3155. Peoples' Internet website address is
http://www.peoplesbancorp.com (this uniform resource locator, or URL, is an
inactive textual reference only and is not intended to incorporate our website
into this prospectus).

RECENT EVENTS

         On April 30, 2004, Peoples Insurance acquired substantially all of the
assets and assumed specified liabilities of Putnam Agency, Inc., a full-service
insurance agency offering a wide range of insurance products to both commercial
and individual clients with offices in Ashland, Kentucky and Huntington, West
Virginia (the "Putnam Agency Acquisition"). The initial consideration paid in
the Putnam Agency Acquisition was $8,640,000. Of this amount, $6,480,000 was
paid in cash and $2,160,000 in our common shares representing 66,582 common
shares based on the average of the daily closing price of our common shares for
the 20 consecutive trading days ending at the close of business on the fifth
trading day before April 30, 2004. The asset purchase agreement, dated April 7,
2004, related to the Putnam Agency Acquisition also provides for additional
"earn out consideration" to be paid by us in cash over the next three years,
contingent on the business of the former agency achieving specified revenue
growth goals during the twelve-month periods ending April 30, 2005, April 30,
2006 and April 30, 2007. The business of the former agency is operated as a
division of Peoples Insurance using the "Putnam Agency" name.

         On May 28, 2004, Peoples Insurance acquired Barengo Insurance Agency,
Inc., a full-service insurance agency based in Marietta, Ohio offering a wide
range of insurance products to both commercial and individual clients, through
the merger of Barengo Insurance Agency into Peoples Insurance (the "Barengo
Insurance Agency Merger"). The initial consideration paid in the Barengo
Insurance Agency Merger was $5,991,000. Of this amount, $2,935,590 was paid in
cash and $3,055,410 in our common shares representing 127,446 common shares
based on the average of the daily closing price of our common shares for the 20
consecutive trading days ending at the close of business on the fifth trading
day before May 28, 2004. The agreement and plan of merger, dated as of May 28,
2004, related to the Barengo Insurance Agency Merger also provides for
additional "earn out consideration" to be paid by us in the form of 49% cash and
51% Peoples common shares over the next three years, contingent on the business
of the former agency achieving specified revenue growth goals during the
twelve-month periods ending May 31, 2005, May 31, 2006 and May 31, 2007. The
number of common shares to be issued each year will be based on the average of
the daily closing price of our common shares for the 20 consecutive trading days
ending at the close of business on the fifth trading day before July 15, 2005,
July 15, 2006 and July 15, 2007, as appropriate. As of the date of this
prospectus, the issuance of 112,554 additional common shares has been authorized
by our board of directors for this purpose. The former agency is operated as a
division of Peoples Insurance using the "Barengo Insurance Agency" name.



                                  Risk Factors
                                  ------------

         You should carefully consider the following risk factors in evaluating
whether to invest in our common shares. These factors should be considered in
conjunction with the other information included or incorporated by reference in
this prospectus.

We may not be able to continue to grow our business, which could adversely
impact our results of operations.

         For the five-year period ended December 31, 2003, our assets grew at a
14.5% compound annual growth rate, while stockholders' equity grew at a compound
annual growth rate of 14.7%. Our business strategy calls for continued growth
and expansion of our banking and non-banking financial services business,
including the acquisition of companies engaged in similar activities. Our
ability to continue to grow and to capture additional market share depends, in
part, upon our ability to open new branch locations, successfully attract
deposits, identify favorable loan and investment opportunities and acquire
additional bank and non-bank entities. Furthermore, our continued growth is
dependent upon the capacity of our technology, systems and processes to support
our growth and our ability to control organizational and overhead costs and hire
qualified management and personnel at our new branch locations. In the event we
are unable to continue to grow our business, our results of operations could be
adversely impacted.

We may not be able to complete acquisitions or, if completed, successfully
integrate our acquisitions, which may adversely impact our results of operations
and financial condition.

         Our growth strategy contemplates the acquisition of additional bank and
non-bank entities. We may not be able to locate interested appropriate entities,
complete future acquisitions or, if completed, successfully integrate the
operations, management, products and services of the entities we acquire.
Following each acquisition, we must expend substantial resources to integrate
the entities. The integration of non-banking entities often involves combining
different industry cultures and business methodologies. The failure to
successfully integrate the entities we acquire into our existing operations may
adversely impact our results of operations and financial condition.

We may experience difficulties in managing our growth, which may adversely
impact our results of operations and financial condition.

         As part of our business strategy, we focus on the growth and expansion
of our financial services business and may acquire additional banks and non-bank
entities that we believe provide a strategic fit with our business. To the
extent that we are successful with this strategy, we cannot assure you that we
will be able to adequately and profitably manage this growth. For example,
acquiring any bank or non-bank entity will involve risks commonly associated
with acquisitions, including:

     o    potential exposure to unknown or contingent liabilities of banks and
          non-bank entities we acquire;

     o    exposure to potential asset quality issues of acquired banks and
          non-bank entities;

     o    potential disruption to our business;

     o    potential diversion of our management's time and attention; and

     o    the possible loss of key employees and customers of the banks and
          businesses we acquire.

         In addition to acquisitions, we may expand into additional communities
or attempt to strengthen our position in our current markets by undertaking
additional de novo branch openings. Based on our experience, we believe that it
generally takes up to three years for new banking facilities to first achieve
operational profitability due to the impact of organization and overhead
expenses and the start-up phase of generating loans and deposits. To the extent
that we undertake additional de novo branch openings, we are likely to continue
to experience the effects of higher operating expenses relative to operating
income from the new banking facilities, which may have an adverse impact on our
levels of reported net income, earnings per share, return on average
stockholders' equity and return on average assets.

Our continued pace of growth may require us to raise additional capital in the
future, but that capital may not be available when it is needed.

         We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. As a financial holding
company, we are required to maintain capital sufficient to meet the "well
capitalized" standard set by regulators. We anticipate that our current capital
resources will satisfy our capital requirements for the foreseeable future. We
may at some point, however, need to raise additional capital to support
continued growth, both internally and through acquisitions.

         Our ability to raise additional capital, if needed, will depend on
conditions in the capital markets at that time, which are outside our control,
and on our financial performance. Accordingly, we cannot assure you of our
ability to raise additional capital, if needed, on terms acceptable to us. If we
cannot raise additional capital when needed, our ability to further expand our
operations through internal growth and acquisitions could be materially
impaired.

We may not be able to effectively execute our strategy of delivering integrated
financial services to our customers, which could adversely impact our results of
operations.

         Our current strategy includes a focus on delivering integrated
financial services, including professional investment and insurance advisory
services, to our customers through a "needs-based" selling approach. As part of
this strategy, we plan to continue to invest in processes and technology, such
as Customer Relationship Management (CRM) and other information systems and
processes, to enhance our client contact management, data mining, customer and
product profitability information and marketing. In the event we are unable to
market and deliver additional financial services effectively to our customers,
or to profit from our investments in CRM and other processes and technology, our
results of operations could be adversely impacted.

Our exposure to credit risk, because we focus on commercial lending, could
adversely affect our earnings and financial condition.

         There are certain risks inherent in making loans. These risks include
interest rate changes over the time period in which loans may be repaid, risks
resulting from changes in the economy, risks inherent in dealing with borrowers
and, in the case of loans secured by collateral, risks resulting from
uncertainties about the future value of the collateral.

         At March 31, 2004, commercial loans, including loans secured by
commercial real estate, totaled $516.1 million, or 56.7% of our total loan
portfolio. Commercial loans generally are viewed as having a higher credit risk
than residential real estate or consumer loans because they usually involve
larger loan balances to a single borrower and are more susceptible to a risk of
default during an economic downturn. Our commercial loans are primarily made
based on the identified cash flow of the borrower and secondarily on the
underlying collateral provided by the borrower and the strength of any third
party guarantees. Most often, the collateral is inventory, machinery, real
estate or accounts receivable. In the case of loans secured by accounts
receivable, the availability of funds for the repayment of these loans may be
substantially dependent on the ability of the borrower to collect amounts due
from its customers. The collateral securing other loans may depreciate over
time, may be difficult to appraise and may fluctuate in value based on the
success of the business.

         Our biggest loan concentrations exist in lodging and lodging-related
loans and assisted living facility and nursing home loans. At March 31, 2004, we
had $64.7 million, or 12.5% of total commercial loans, of lodging and
lodging-related loans. At March 31, 2004, we had $57.9 million, or 11.2% of
total commercial loans, of assisted living facility and nursing home loans.
Although we believe that loans to lodging and lodging-related companies, as well
as loans to assisted living facilities and nursing homes, do not pose an
increased risk to asset quality at this time, when compared to the risk assumed
in other types of lending, adverse changes in economic or other conditions
affecting these industries may adversely affect our results of operations and
financial condition.

Consumer loans generally have a higher risk of default than our real estate
mortgage loans.

         At March 31, 2004, consumer loans totaled $74.5 million, or 8.2% of our
total loans. Consumer loans typically have shorter terms and lower balances with
higher yields as compared to real estate mortgage loans, but generally carry
higher risks of default. Consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of
various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount that can be recovered on these loans.

If our allowance for loan losses is not sufficient to cover future loan losses,
our net income would decrease.

         We maintain an allowance for loan losses in an attempt to provide for
probable loan losses. Our allowance for loan losses is based upon, among other
things, volume and types of loans, historical loss experience, trends in losses
and delinquencies, the growth of loans in particular markets and industries and
changes in economic conditions in our lending markets. Our net chargeoffs for
the three months ended March 31, 2004 were $595,000, or 0.26% of average loans,
and our allowance for loan losses at March 31, 2004 was $14.8 million, or 1.62%
of total loans. However, we cannot predict loan losses with certainty, and we
cannot assure you that chargeoffs in future periods will not exceed the
allowance for loan losses. In addition, federal and state regulators
periodically review our allowance for loan losses as part of their examination
process and may require us to increase our allowance or recognize further loan
chargeoffs based on judgments different than those of our management. Any
increase in our provision for loan losses would decrease our net income.

Changes in interest rates may adversely affect our profitability.

         One of the most significant risks associated with our business of
extending loans and accepting deposits is interest rate risk. Our earnings are
dependent to a significant degree on net interest income, which is the amount by
which interest income exceeds interest expense. We expect that we will
periodically experience "gaps" in the interest rate sensitivities of our assets
and liabilities, which means that either our interest-bearing liabilities will
be more sensitive to changes in interest rates than our interest-earning assets,
or vice versa. As of March 31, 2004, our one-year cumulative gap amount was
negative 14.3% of earning assets, which represented $222.8 million more in
liabilities than assets that could reprice or mature during that period.
However, we believe a portion of interest-bearing liabilities are not likely to
reprice at their first opportunity, based on current rates and management's
control over the pricing of most deposits. Excluding those liabilities, our
adjusted one-year cumulative gap amount at March 31, 2004 was positive 6.3% of
earning assets, which represented $98.2 million more in assets than liabilities
than mature or may reprice during the next twelve months.

         Our management also uses other measures to monitor interest rate risk
for both the short-term and long-term. To manage the amount of short-term
exposure to interest rate risk, management limits the decrease in net interest
income to 10% or less from base case (no change in interest rates) for each 100
basis point shift in interest rates measured over a twelve-month period using a
static balance sheet. To manage the long-term exposure, management limits the
negative impact on net equity value to 40% or less given an immediate and
sustained 200 basis points shift in interest rates. The table below illustrates
the estimated earnings at risk and value at risk positions, on a pre-tax basis,
at March 31, 2004 (dollars in thousands) and shows us to be within the
above-described limits:



<PAGE>

<TABLE>
<CAPTION>

        Immediate
      Interest Rate                     Estimated                           Estimated
  Increase (Decrease) in           Increase (Decrease)               (Decrease) Increase in
       Basis Points               In Net Interest Income            Economic Value of Equity
---------------------------    -----------------------------     --------------------------------
<S>         <C>                   <C>               <C>             <C>                <C>
            300                   $    27            0.1 %          $ (70,266)         (31.5) %
            200                   $   271            0.5 %          $ (46,393)         (20.8) %
            100                   $   344            0.6 %          $ (21,713)          (9.7) %
            (50)                  $  (989)          (1.9)%          $   2,636            1.2  %

</TABLE>

         The interest rate risk illustration shows Peoples is slightly asset
sensitive, which means that increasing interest rates should favorably impact
our net interest income while downward moving interest rates should negatively
impact net interest income, based on the assumptions used. However, the
variability of cash flows from the investment and loan portfolios continue to
have a significant influence on future net interest income and earnings,
especially during periods of changing interest rates. In general, the amount of
principal run off from these portfolios tends to decrease as interest rates
increase due to fewer prepayments, limiting the amount of funds which can be
reinvested at higher rates, while declining interest rates tend to result in a
higher level of funds that must be reinvested at lower rates, due to an increase
in prepayments.

         Although our management periodically adjusts the mix of assets and
liabilities in an attempt to control and improve net interest income, factors
beyond our control, such as general economic conditions and interest rate
changes by the Federal Reserve and our competitors, may have a greater impact on
net interest income than those adjustments made by management.

Adverse economic conditions in our market area may adversely impact our results
of operations and financial condition.

         The majority of our business is concentrated in southeastern Ohio,
neighboring areas of northeastern Kentucky and areas along the Ohio River in
West Virginia, which are traditionally slower growth markets. As a result, our
loan portfolio and results of operations may be adversely affected by factors
that have a significant impact on the economic conditions in this market area.
The local economies of our market area historically have been less robust than
the economy of the nation as a whole and are not subject to the same
fluctuations as the national economy. Adverse economic conditions in our market
area, including the loss of certain significant employers, could reduce our
growth rate, affect our borrowers' ability to repay their loans and generally
affect our financial condition and results of operations. Furthermore, a
downturn in real estate values in our market area could cause many of our loans
to become inadequately collateralized.

Loss of members of our executive team could have a negative impact on our
business.

         Our success is dependent, in part, on the continued service of our
executive officers, including Robert E. Evans, our Chairman of the Board and
Chief Executive Officer, Mark F. Bradley, our President and Chief Operating
Officer, John W. Conlon, our Chief Financial Officer and Treasurer, David B.
Baker, our Executive Vice President, Larry E. Holdren, our Executive Vice
President, Carol A. Schneeberger, our Executive Vice President/Operations, and
Joseph S. Yazombek, our Executive Vice President/Chief Lending Officer. The loss
of the services of any of these executive officers could have a negative impact
on our business because of their skills, relationships in the banking community,
years of industry experience and the difficulty of promptly finding qualified
replacement personnel.

Government regulation significantly affects our business.

         The banking industry is heavily regulated under both federal and state
law. We are subject to regulation and supervision by the Federal Reserve Board,
and Peoples Bank is subject to regulation and supervision by the Office of the
Comptroller of the Currency. These regulations are primarily intended to protect
depositors and the federal deposit insurance funds, not our shareholders. We are
also subject to the requirements of the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder, including the disclosure and corporate governance rules
of the SEC and The NASDAQ Stock Market. Our non-bank subsidiaries are also
subject to the supervision of the Federal Reserve Board, in addition to other
regulatory and self-regulatory agencies including the SEC and state securities
and insurance regulators. Regulations affecting companies whose securities are
publicly-traded, banks and financial services businesses are undergoing
continuous change, and we cannot predict the effect of those changes.
Regulations and laws may be modified at any time, and new legislation may be
enacted that affects us. Any modifications or new laws could adversely affect
our business.

Competition from financial institutions and other providers of financial
services may adversely affect our results of operations and financial condition.

         We experience significant competition in originating loan, principally
from other commercial banks, savings associations and credit unions. Several of
our competitors have greater resources, larger branch systems and a wider array
of banking services. This competition could reduce our net income by decreasing
the number and size of loans that we originate and the interest rates we may
charge on these loans.

         In attracting deposits, we face significant competition from other
insured depository institutions such as commercial banks, savings associations
and credit unions, as well as institutions that offer uninsured investment
alternatives, including money market and mutual funds. These competitors may
offer higher interest rates than we do, which could decrease the deposits that
we attract or require us to increase our rates to retain existing deposits or
attract new deposits. Increased deposit competition could adversely affect our
ability to generate the funds necessary for lending operations, which would
increase our cost of funds.

         We also compete with non-bank providers of financial services, such as
insurance companies, governmental agencies, brokerage firms, consumer finance
companies and pension funds. Some of our non-bank competitors are not subject to
the same extensive regulations that govern us. As a result, these competitors
may have advantages over us in providing certain products and services. This
competition could reduce or limit our margins on banking services, reduce our
market share and adversely affect our results of operations and financial
condition.

Our business is dependent on technology, and an inability to invest in
technological improvements may adversely affect our results of operations and
financial condition.

         The financial services industry is undergoing rapid technological
changes with frequent introduction of new technology-driven products and
services. In addition to better serving customers, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, on our ability to create
additional efficiencies in our operations and to address the needs of our
customers by using technology to provide products and services to enhance
customer convenience. We cannot assure you, however, that our technological
improvements will increase our operational efficiency or that we will be able to
effectively implement and market new technology-driven products and services.

Our ability to pay dividends on our common shares is limited by the ability of
Peoples Bank to pay dividends under applicable law and by contracts relating to
our trust preferred securities.

         Our ability to pay dividends on our common shares largely depends on
our receipt of dividends from Peoples Bank. The amount of dividends that Peoples
Bank may pay to us is limited by federal banking laws and regulations. Because
we are a financial holding company, Peoples Bank is required to maintain capital
sufficient to meet the "well capitalized" standard set by the regulators and
will be able to pay dividends to us only so long as its capital continues to
exceed these levels. We or Peoples Bank may decide to limit the payment of
dividends even when Peoples Bank has the legal ability to pay them in order to
retain earnings for use in Peoples Bank's business. Additionally, we have
established two trust subsidiaries to issue preferred securities. If we suspend
interest payments relating to the trust preferred securities issued by either of
our two trust subsidiaries, we will be prohibited from paying dividends on our
common shares.

Anti-takeover provisions may delay or prevent an acquisition or change in
control by a third party.

         Provisions in the Ohio General Corporation Law and our amended articles
of incorporation and code of regulations, including a staggered board and a
supermajority vote requirement for significant corporate changes, could
discourage potential takeover attempts and make attempts by shareholders to
remove our board of directors and management more difficult. These provisions
may also have the effect of delaying or preventing a transaction or change in
control that might be in the best interests of our shareholders.

            Cautionary Statement Regarding Forward-Looking Statements
            ---------------------------------------------------------

         This prospectus includes, and incorporates by reference,
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as
amended, Rule 3b-6 under the Securities Exchange Act and the Private Securities
Litigation Reform Act of 1995, including those identified by the words
"expects," "believes," "plans," "will," "would," "should," "could" and similar
expressions. These forward-looking statements reflect management's expectations
and are based on currently available data; however, actual results are subject
to future events and uncertainties, which could cause actual results to differ
from those projected in these statements. The following factors, in addition to
those included in the disclosure under the heading "Risk Factors" above, could
cause actual results to differ materially from those expressed in
forward-looking statements:

     o    competitive pressures among depository institutions increase
          significantly;

     o    changes in the interest rate environment impact interest margins;

     o    prepayment speeds, loan sale volumes, chargeoffs and loan loss
          provisions are less favorable than expected;

     o    the business of Putnam Agency, Inc. and Barengo Insurance Agency, Inc.
          may not be successfully integrated with Peoples Insurance or the
          integration may take longer to accomplish then expected;

     o    the expected synergies from the acquisitions of Putnam Agency, Inc.
          and Barengo Insurance Agency, Inc. may not be fully realized within
          the expected timeframes;

     o    disruption from the acquisitions of Putnam Agency, Inc. and Barengo
          Insurance Agency, Inc. may make it more difficult to maintain
          relationships with clients, associates or suppliers;

     o    general economic conditions are less favorable than expected;

     o    political developments, wars or other hostilities may disrupt or
          increase volatility in securities markets or other economic
          conditions;

     o    legislative or regulatory changes or actions adversely affect Peoples'
          business;

     o    changes and trends in the securities markets;

     o    a delayed or incomplete resolution of regulatory issues that could
          arise;

     o    the impact of reputational risk created by these developments on such
          matters as business generation and retention, funding and liquidity;

     o    the outcome of regulatory and legal proceedings; and

     o    other risk factors relating to the banking industry or Peoples as
          detailed from time to time in documents incorporated by reference in
          this prospectus.

         All forward-looking statements are expressly qualified in their
entirety by the cautionary statements. Although management believes the
expectations in these forward-looking statements are based on reasonable
assumptions within the bounds of management's knowledge of our business and
operations, it is possible that actual results may differ materially from these
projections.

                                 Use of Proceeds
                                 ---------------

         The selling shareholders will receive all of the proceeds from the sale
of common shares under this prospectus. We will not receive any of the proceeds
from the sales by any of the selling shareholders of our common shares.



<PAGE>


                              Selling Shareholders
                              --------------------

         We issued 66,582 of the common shares offered by this prospectus in a
private placement to the selling shareholders identified below as Putnam Agency
selling shareholders in connection with the Putnam Agency Acquisition. As part
of the Putnam Agency Acquisition, we agreed to file a registration statement
with the SEC to register for resale the common shares we issued to the Putnam
Agency selling shareholders. We agreed to keep the registration statement
effective until the earlier to occur of:

     o    April 30, 2006; or

     o    such time as all common shares acquired by the Putnam Agency selling
          shareholders in the Putnam Agency Acquisition have been sold pursuant
          to the registration statement.

The registration statement of which this prospectus forms a part is being filed
with the SEC pursuant to the registration rights agreement we entered into with
the shareholders of Putnam Agency, Inc. on April 30, 2004. Each shareholder of
Putnam Agency, Inc. was and is permitted to transfer the common shares received
in the Putnam Agency Acquisition to a family member of the shareholder or a
trust, partnership or limited liability company for the benefit of the
shareholder or the shareholder's family members provided the transferee agrees
to be subject to the terms of the registration rights agreement.

         We issued 127,446 of the common shares offered by this prospectus in a
private placement to the selling shareholders identified below as Barengo
Insurance Agency selling shareholders in connection with the Barengo Insurance
Agency Merger. In addition, we may issue additional common shares in the form of
"earn out consideration" in respect of the Barengo Insurance Agency Merger. As
of the date of this prospectus, the issuance of 112,554 additional common shares
has been authorized by our board of directors for this purpose. At such time as
we issue common shares to the Barengo Insurance Agency selling shareholders in
the form of "earn out consideration," we will file, if required, a supplement to
this prospectus disclosing the number of additional common shares to be covered
by the registration statement for offering by the Barengo Insurance Agency
selling shareholders.

         As part of the Barengo Insurance Agency Merger, we agreed to file a
registration statement with the SEC to register for resale the common shares we
issued to the Barengo Insurance Agency shareholders on May 28, 2004 as well as
any additional common shares we may issue to those shareholders as "earn out
consideration" in respect of the Barengo Insurance Agency Merger. We agreed to
keep the registration statement effective until the earlier to occur of:

     o    May 28, 2006; or

     o    such time as all common shares acquired by the Barengo Insurance
          Agency selling shareholders in the Barengo Insurance Agency Merger
          have been sold pursuant to the registration statement.

The registration statement of which this prospectus forms a part is being filed
with the SEC pursuant to the registration rights agreement we entered into with
the shareholders of Barengo Insurance Agency, Inc. on May 28, 2004. Each
shareholder of Barengo Insurance Agency, Inc. was and is permitted to transfer
the common shares received in the Barengo Insurance Agency Merger to a family
member of the shareholder or a trust, partnership or limited liability company
for the benefit of the shareholder or the shareholder's family members provided
the transferee agrees to be subject to the terms of the registration rights
agreement.

         The following table sets forth, as of June 18, 2004: (1) the name of
each selling shareholder for whom we are registering common shares under this
registration statement; (2) the number of common shares beneficially owned by
each of the selling shareholders prior to the offering; (3) the number of common
shares that may be offered by each selling shareholder under this prospectus;
and (4) the number of common shares to be owned by each selling shareholder
after completion of the offering.

         This table is prepared based in part on information supplied to us by
the listed selling shareholders. The table assumes that the selling shareholders
will sell all of the common shares offered under this prospectus. However,
because the selling shareholders may offer from time to time all or some of
their common shares covered by this prospectus, or sell such common shares in
another permitted manner, we cannot assure you as to the actual number of common
shares that will be sold by the selling shareholders or that will be held by the
selling shareholders after completion of the sales. Information concerning the
selling shareholders may change from time to time and changed information will
be presented in a supplement to this prospectus if and when necessary and
required.

<TABLE>
<CAPTION>

                                       Number of Common Shares                                Beneficial Ownership of
               Name of                    Beneficially Owned       Number of Common Shares     Common Shares After the
         Selling Shareholder           Before the Offering (1)     Registered in the Offering      Offering (2)
         -------------------           -----------------------     --------------------------      ------------

Putman Agency Selling Shareholders:                                                              Number       Percent
                                                                                                 ------       -------
<S>                                           <C>                           <C>                      <C>         <C>
Thomas G. Chaffin....................         2,967                         2,967                    0           0%
Dana N. Conley.......................         2,967                         2,967                    0           0%
Charles R. Lowe......................         2,967                         2,967                    0           0%
Clarence C. Massey...................         2,967 (3)                     2,967                    0           0%
Laura A. Morris......................         2,967                         2,967                    0           0%
Thomas C. Phipps.....................         3,132 (4)                     2,967                  165          (5)
Donald H. Putnam, Jr., Trustee U/A
dated May 7, 1993, FBO Donald H.
Putnam, Jr. Revocable Trust (7)......
                                             47,250 (6)                    43,790                3,460          (5)
Ellen M. Stevens Revocable Trust (7).
                                                750                           750                    0           0%
Erland P. Stevens Revocable Trust (8)
                                              3,490                         3,490                    0           0%
US Trust Company, Successor Trustee,
Irrevocable Trust Agreement dated
11/27/90 (9).........................           750                           750                    0           0%

Barengo Insurance Agency Selling
Shareholders:
James Barengo........................        64,042 (10)(11)               63,723  (11)            319          (5)
Randall T. Barengo...................        64,109 (11)(12)               63,723  (11)            386          (5)

------------------

<FN>

(1)  Rounded to nearest whole common share.

(2)  Assumes all offered common shares are sold.

(3)  These common shares are owned by Clarence C. Massey and his wife Shannon L.
     Massey as joint tenants.

(4)  Of these common shares, 2,967 common shares are owned by Thomas C. Phipps
     and his wife Betty J. Phipps as joint tenants and are the subject of the
     registration rights agreement, dated as of April 30, 2004, with Peoples.
     The remaining 165 common shares are held by Thomas C. Phipps as custodian
     for his son.

(5)  Represents less than 1% of the outstanding common shares.

(6)  Of these common shares, 43,790 common shares are the subject of the
     registration rights agreement, dated as of April 30, 2004, with Peoples.

(7)  Ellen M. Stevens, the wife of Erland P. Stevens, Jr., is the trustee of the
     Ellen M. Stevens Revocable Trust. She has voting power with respect to the
     common shares held by the Ellen M. Stevens Revocable Trust and US Trust
     Company has investment power in consultation with her.

(8)  Erland P. Stevens, Jr. is the trustee of Erland P. Stevens Revocable Trust.
     He has voting power with respect to the common shares held by the Erland P.
     Stevens Revocable Trust and US Trust Company has investment power in
     consultation with him

(9)  US Trust Company is the trustee of the trust created under the Irrevocable
     Trust Agreement dated 11/27/90. Ellen M. Stevens has voting power with
     respect to the common shares held by that trust and US Trust Company has
     investment power in consultation with her.

(10) Of these common shares, 63,723 common shares are owned by James Barengo and
     are the subject of the registration rights agreement, dated as of May 28,
     2004, with Peoples. The remaining 319 common shares are held by Susan Lynn
     Ruf Barengo, the wife of James Barengo, as custodian for their two
     children.

(11) Each of James Barengo and Randall T. Barengo may receive additional common
     shares in the form of "earn out consideration" in respect of the Barengo
     Insurance Agency Merger. Upon issuance, those common shares are to be
     covered by the registration statement of which this prospectus forms a
     part. As of the date of this prospectus, the issuance of 112,554 additional
     common shares has been authorized by our board of directors for this
     purpose, of which each of James Barengo and Randall T. Barengo could
     receive 50%, or 56,277 common shares. At such time as we issue common
     shares to James Barengo and Randall T. Barengo in the form of "earn out
     consideration," we will file, if necessary, a supplement to this prospectus
     disclosing the number of additional common shares to be covered by the
     registration statement for offering by them.

(12) Of these common shares, 63,723 common shares are the subject of the
     registration rights agreement, dated as of May 28, 2004, with Peoples.

</FN>
</TABLE>

         Following the Putnam Agency Acquisition:

          o    Each of Thomas G. Chaffin, Dana N. Conley, Charles R. Lowe and
               Clarence C. Massey became an officer and employee of Peoples
               Insurance and has entered into an employment agreement with
               Peoples Insurance. Each employment agreement, entered into on
               April 30, 2004, is for a term of three years and provides
               employment may be terminated solely for defined causes,
               non-competition and non-solicitation covenants and compensation
               arrangements.

          o    Each of Laura A. Morris and Thomas C. Phipps became a director,
               officer and employee of Peoples Insurance and has entered into an
               employment agreement with Peoples Insurance. Each employment
               agreement, entered into on April 30, 2004, is for a term of three
               years and provides employment may be terminated solely for
               defined causes, non-competition and non-solicitation covenants
               and compensation arrangements.

          o    Each of Thomas G. Chaffin, Dana N. Conley, Charles R. Lowe,
               Clarence C. Massey, Laura A. Morris, Thomas C. Phipps, Donald H.
               Putnam, Jr., Trustee U/A dated May 7, 1993, FBO Donald H. Putnam,
               Jr. Revocable Trust, and Erland P. Stevens, Jr. may receive, in
               his or her capacity as a shareholder of Putnam Agency, Inc., a
               portion of any "earn out consideration" payable by us in respect
               of the Putnam Agency Acquisition.

Other than described above, none of the Putnam Agency selling shareholders has
had any position, office or other material relationship with Peoples, Peoples
Insurance or any of our other affiliates within the past three years.

         Following the Barengo Insurance Agency Merger:

          o    Each of James Barengo and Randall T. Barengo became a director,
               officer and employee of Peoples Insurance and has entered into an
               employment agreement with Peoples Insurance. Each employment
               agreement, entered into on May 28, 2004, is for a term of three
               years and provides employment may be terminated solely for
               defined causes, non-competition and non-solicitation covenants
               and compensation arrangements.

          o    Each of James Barengo and Randall T. Barengo will receive, in his
               capacity as a former shareholder of Barengo Insurance Agency,
               Inc., 50% of any "earn out consideration" payable by us in
               respect of the Barengo Insurance Agency Merger.

Other than described above, none of the Barengo Insurance Agency selling
shareholders has had any position, office or other material relationship with
Peoples, Peoples Insurance or any of our other affiliates within the past three
years.

                              Plan of Distribution
                              --------------------

         We are registering all of our common shares offered by this prospectus
on behalf of the selling shareholders. As used in this prospectus, unless the
context otherwise requires, "selling shareholders" includes donees, pledgees,
transferees or other successors-in-interest selling common shares received after
the date of this prospectus from a selling shareholder as a gift, pledge,
partnership distribution or other non-sale related transfer.

         The common shares may be sold from time to time to purchasers:

          o    directly by the selling shareholders; or

          o    through underwriters, broker-dealers or agents who may receive
               compensation in the form of discounts, concessions or commissions
               from the selling shareholders and/or the purchasers of the common
               shares.

         Each selling shareholder reserves the right to accept and, together
with the selling shareholder's agents from time to time, reject, in whole or in
part any proposed purchase of the common shares to be made directly or through
agents.

         The selling shareholders and any broker-dealers or agents who
participate in the distribution of the common shares offered under this
prospectus may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933. As a result, any profits on the sale of the
common shares by selling shareholders and any discounts, commissions or
concessions received by any participating broker-dealers or agents might be
deemed to be underwriting discounts or commissions under the Securities Act.
Selling shareholders who are deemed to be underwriters may be subject to certain
statutory liabilities, including, but not limited to, those under Sections 11,
12 and 17 of the Securities Act and Rule 10b-5 under the Securities Exchange Act
of 1934. Selling shareholders who are deemed to be underwriters will be also
subject to the prospectus delivery requirements of the Securities Act.

         The common shares may be sold from time to time on any stock exchange
or automated interdealer quotation system on which the common shares are then
listed, in the over-the-counter market, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices prevailing at
the time of sale, at prices related to prevailing market prices or at prices
otherwise negotiated.

         The selling shareholders may sell the common shares by one or more of
the following methods, without limitation:

          o    block trades in which the broker or dealer so engaged will
               attempt to sell the common shares as agent but may position and
               resell a portion of the block as principal to facilitate the
               transaction;

          o    purchases by a broker or dealer as principal and resale by the
               broker or dealer for its own account;

          o    an exchange distribution in accordance with the rules of any
               stock exchange on which the common shares are then listed;

          o    ordinary brokerage transactions and transactions in which the
               broker solicits purchases;

          o    privately negotiated transactions;

          o    closing out of short sales;

          o    through the writing of options on the common shares, whether the
               options are listed on an option exchange or otherwise;

          o    through the distribution of the common shares by any selling
               shareholder to the selling shareholder's partners, members or
               stockholders;

          o    one or more underwritten offerings on a firm commitment or best
               efforts basis; and

          o    any combination of any of these methods.

         The selling shareholders may engage brokers and dealers, and any
brokers or dealers may arrange for other brokers or dealers to participate in
effecting sales of the common shares. These brokers, dealers or underwriters may
act as principals, or as an agent of a selling shareholder. Broker-dealers may
agree with a selling shareholder to sell a specified number of the common shares
at a stipulated price per share. If the broker-dealer is unable to sell the
common shares as agent for a selling shareholder, it may purchase as principal
any unsold common shares at the stipulated price. Broker-dealers who acquire
common shares as principal may thereafter resell the common shares from time to
time in transactions in any stock exchange or automated interdealer quotation
system on which the common shares are then listed, at prices and on terms then
prevailing at the time of sale, at prices related to the then-current market
price or in negotiated transactions. Broker-dealers may use block transactions
and sales to and through broker-dealers, including transactions of the nature
described above.

         A selling shareholder may enter into hedging transactions with
broker-dealers and the broker-dealers may engage in short sales of the common
shares in the course of hedging the positions they assume with that selling
shareholder, including without limitation, in connection with distributions of
the common shares by those broker-dealers. A selling shareholder may enter into
option or other transactions with broker-dealers that involve the delivery of
the common shares offered under this prospectus to the broker-dealers, who may
then resell or otherwise transfer those common shares. A selling shareholder may
also loan or pledge the common shares offered under this prospectus to a
broker-dealer and the broker-dealer may sell common shares offered under this
prospectus so loaned or upon a default may sell or otherwise transfer the
pledged common shares offered under this prospectus.

         To our knowledge, there are currently no plans, arrangements or
understandings between any selling shareholders and any underwriter,
broker-dealer or agent regarding the sale of the common shares offered under
this prospectus. Selling shareholders may decide not to sell any of the common
shares offered under this prospectus, or they might decide to transfer the
common shares by other means not described in this prospectus. Additionally,
selling shareholders may resell all or a portion of their common shares in open
market transactions pursuant to Rule 144 under the Securities Act of 1933 rather
than pursuant to this prospectus, so long as they meet the applicable criteria
and conform to the requirements of that rule.

         The selling shareholders and any other person participating in a
distribution of the common shares offered under this prospectus will be subject
to the Securities Exchange Act of 1934. The rules under the Securities Exchange
Act include, without limitation, Regulation M, which may limit the timing of
purchases and sales of the common shares by the selling shareholders and any
other person. Additionally, Regulation M may restrict the ability of any person
engaged in the distribution of the common shares to engage in market-making
activities with respect to the particular common shares being distributed for a
period of up to five business days before the distribution. This may affect the
marketability of the common shares as well as the ability of any person or
entity to engage in market-making activities with respect to the common shares.
We will make copies of this prospectus available to the selling shareholders and
have informed the selling shareholders of the need to deliver copies of this
prospectus to purchasers at or before the time of any sale of the common shares.

         When we are notified that a selling shareholder has entered into an
arrangement with an underwriter, broker-dealer or agent for the sale of the
common shares, we will file, if required, a supplement to this prospectus
disclosing:

          o    the name of the selling shareholder;

          o    the name of any participating underwriters, broker-dealers or
               agents;

          o    the number of common shares being offered;

          o    the price at which the common shares are being offered;

          o    any discounts, commissions, concessions or other items
               constituting compensation from the selling shareholder and any
               discounts, commissions or concessions allowed or reallowed or
               paid to dealers;

          o    that any participating broker-dealers did not conduct any
               investigation to verify the information contained or incorporated
               by reference in this prospectus; and

          o    other material terms of the offering.

In addition, upon our being notified by a selling shareholder that a donee,
pledgee, transferee or other successor-in-interest intends to sell more than 500
common shares, a supplement to this prospectus will be filed.

         In order to comply with the securities laws of some states, if
applicable, the common shares offered under this prospectus may be sold in these
jurisdictions only through registered or licensed brokers-dealers.

         We will bear all costs, expenses and fees in connection with the
registration of the resale of the common shares covered by this prospectus,
other than the fees and expenses of counsel and other advisors to the selling
shareholders. We have agreed to indemnify the selling shareholders for
liabilities based on untrue material facts, or omissions of material facts,
contained in this prospectus and for any failure by us to fulfill any
undertakings included in the registration statement of which this prospectus is
a part. The selling shareholders have agreed to indemnify us and our officers
and directors for liabilities based on untrue material facts, or omissions of
material facts, contained in the prospectus, but only to the extent that such
material fact or omission is made in reliance on and in conformity with written
information furnished by the selling shareholders specifically for use in
preparation of this prospectus. The selling shareholders will pay any applicable
underwriter's commissions and expenses, brokerage fees or transfer taxes. The
selling shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the common shares against
certain liabilities, including liabilities arising under the Securities Act of
1933.

         Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling us,
we have been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act of 1933 and is
therefore unenforceable.

         We may suspend the use of this prospectus if we learn of any event that
causes this prospectus to include an untrue statement of a material fact or omit
to state a material fact required to be stated in this prospectus or necessary
to make the statements in this prospectus not misleading in light of the
circumstances then existing. Each selling shareholder has agreed not to trade
common shares from the time the selling shareholder receives notice from us of
this type of event until the selling shareholder receives from us a prospectus
supplement or amended prospectus.

                                  Legal Matters
                                  -------------

         The validity of the common shares offered hereby will be passed upon
for us by Charles R. Hunsaker, Esq., General Counsel for Peoples. As of June 18,
2004, Mr. Hunsaker held options covering an aggregate of 23,561 of our common
shares, he and his family beneficially owned an aggregate of 18,497 common
shares and 7,713 common shares are held for his account under the Peoples
Bancorp Inc. Retirement Savings Plan.

                                     Experts
                                     -------

         Ernst & Young LLP, an independent registered public accounting firm,
has audited our consolidated financial statements included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2003, as set forth in their
report, which is incorporated by reference in this prospectus and elsewhere in
the registration statement. Our consolidated financial statements are
incorporated by reference in reliance on Ernst & Young LLP's report, given on
their authority as experts in accounting and auditing.


                       Where You Can Find More Information
                       -----------------------------------

         We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934 under which we file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may
read and copy any of our periodic reports, current reports, proxy statements and
other information filed with the SEC at the SEC's public reference room, Room
1300, 450 Fifth Street, N.W., Washington, D.C. 20549-0102. You can request
copies of these documents, upon payment of a duplicating fee, by writing to the
SEC. Please call the SEC at 1-800-SEC-0330 for further information on the
operation of the public reference room. Our SEC filings are also available to
the public at the SEC's Internet website at http://www.sec.gov. (this uniform
resource locator, or URL, is an inactive textual reference only and is not
intended to incorporate the SEC website into this prospectus) and at our
Internet website at http://www.peoplesbancorp.com.

         We have filed a registration statement on Form S-3 relating to the
common shares to be sold by the selling shareholders. This prospectus is part of
that registration statement. As allowed by SEC rules, this prospectus does not
contain all the information you can find in the registration statement or the
exhibits to that registration statement. For further information, you should
refer to the registration statement.

                       Documents Incorporated by Reference
                       -----------------------------------

         We are "incorporating" certain documents into this prospectus by
reference, which means that we are disclosing important information to you by
referring to documents that contain such information. The information
incorporated by reference is an important part of this prospectus, and
information we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference the documents
listed below that we have previously filed with the SEC:

     o    our Annual Report on Form 10-K for the fiscal year ended December 31,
          2003;

     o    our Quarterly Report on Form 10-Q for the quarterly period ended March
          31, 2004;

     o    our Current Reports on Form 8-K filed with the SEC on February 3,
          2004, February 13, 2004, April 8, 2004, April 13, 2004, May 14, 2004,
          June 1, 2004 and June 14, 2004; and

     o    the description of our common shares contained in our Quarterly Report
          on Form 10-Q for the quarterly period ended March 31, 2003.

Later information that we file with the SEC will update and/or supersede this
information. We are also incorporating by reference all documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and prior to the
termination of the offering of the common shares.

         We will provide any of the above documents (including any exhibits that
are specifically incorporated by reference in them) to each person, including
any beneficial owner, to whom a prospectus is delivered. You may request these
documents at no cost. Written or telephone requests should be directed to:

                                           Peoples Bancorp Inc.
                                           138 Putnam Street
                                           P.O. Box 738
                                           Marietta, Ohio 45750-0738
                                           Attention:  Charles R. Hunsaker, Esq.
                                           (740) 374-6109


<PAGE>


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.  Other Expenses of Issuance and Distribution.

         The following table sets forth the estimated fees and expenses payable
by Peoples Bancorp Inc. (the "Registrant") in connection with the sale by the
selling shareholders of the common shares being registered:

    SEC registration fee.......................................  $      981
    Fees and expenses of counsel to the Registrant ............  $   15,000
    Fees and expenses of accountants ..........................  $    6,000
    Printing ..................................................  $    5,000
    Miscellaneous expenses.....................................  $    1,000
                                                                  ---------

             Total                                               $   27,981
                                                                  =========

          All fees and expenses, other than the SEC registration fee, are
estimated. We have agreed to bear all fees and expenses (other than underwriting
discounts and selling commissions, and the fees and expenses of counsel and
other advisors to the selling shareholders) in connection with the registration
and sale of the common shares being offered by the selling shareholders.

Item 15.  Indemnification of Directors and Officers.

         Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

                  (E)(1) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action, suit, or proceeding,
         whether civil, criminal, administrative, or investigative, other than
         an action by or in the right of the corporation, by reason of the fact
         that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines, and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit, or
         proceeding, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding, if
         he had no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit, or proceeding by judgment, order,
         settlement, or conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding, he had reasonable cause
         to believe that his conduct was unlawful.

                  (2) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action or suit by or in the right
         of the corporation to procure a judgment in its favor, by reason of the
         fact that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees, actually
         and reasonably incurred by him in connection with the defense or
         settlement of such action or suit, if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, except that no indemnification shall be
         made in respect of any of the following:

                           (a) Any claim, issue, or matter as to which such
                  person is adjudged to be liable for negligence or misconduct
                  in the performance of his duty to the corporation unless, and
                  only to the extent that, the court of common pleas or the
                  court in which such action or suit was brought determines,
                  upon application, that, despite the adjudication of liability,
                  but in view of all the circumstances of the case, such person
                  is fairly and reasonably entitled to indemnity for such
                  expenses as the court of common pleas or such other court
                  shall deem proper;

                           (b) Any action or suit in which the only liability
                  asserted against a director is pursuant to section 1701.95 of
                  the Revised Code.

                  (3) To the extent that a director, trustee, officer, employee,
         member, manager, or agent has been successful on the merits or
         otherwise in defense of any action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, or in defense of any claim,
         issue, or matter therein, he shall be indemnified against expenses,
         including attorney's fees, actually and reasonably incurred by him in
         connection with the action, suit, or proceeding.

                  (4) Any indemnification under division (E)(1) or (2) of this
         section, unless ordered by a court, shall be made by the corporation
         only as authorized in the specific case, upon a determination that
         indemnification of the director, trustee, officer, employee, member,
         manager, or agent is proper in the circumstances because he has met the
         applicable standard of conduct set forth in division (E)(1) or (2) of
         this section. Such determination shall be made as follows:

                           (a) By a majority vote of a quorum consisting of
                  directors of the indemnifying corporation who were not and are
                  not parties to or threatened with the action, suit, or
                  proceeding referred to in division (E)(1) or (2) of this
                  section;

                           (b) If the quorum described in division (E)(4)(a) of
                  this section is not obtainable or if a majority vote of a
                  quorum of disinterested directors so directs, in a written
                  opinion by independent legal counsel other than an attorney,
                  or a firm having associated with it an attorney, who has been
                  retained by or who has performed services for the corporation
                  or any person to be indemnified within the past five years;

                           (c) By the shareholders;

                           (d) By the court of common pleas or the court in
                  which such action, suit, or proceeding referred to in division
                  (E)(1) or (2) of this section was brought.

                  Any determination made by the disinterested directors under
         division (E)(4)(a) or by independent legal counsel under division
         (E)(4)(b) of this section shall be promptly communicated to the person
         who threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and, within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
         suit was brought to review the reasonableness of such determination.

                  (5)(a) Unless at the time of a director's act or omission that
         is the subject of an action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, the articles or the regulations
         of a corporation state, by specific reference to this division, that
         the provisions of this division do not apply to the corporation and
         unless the only liability asserted against a director in an action,
         suit, or proceeding referred to in division (E)(1) or (2) of this
         section is pursuant to section 1701.95 of the Revised Code, expenses,
         including attorney's fees, incurred by a director in defending the
         action, suit, or proceeding shall be paid by the corporation as they
         are incurred, in advance of the final disposition of the action, suit,
         or proceeding, upon receipt of an undertaking by or on behalf of the
         director in which he agrees to both of the following:

                                    (i) Repay such amount if it is proved by
                           clear and convincing evidence in a court of competent
                           jurisdiction that his action or failure to act
                           involved an act or omission undertaken with
                           deliberate intent to cause injury to the corporation
                           or undertaken with reckless disregard for the best
                           interests of the corporation;

                                    (ii) Reasonably cooperate with the
                           corporation concerning the action, suit, or
                           proceeding.

                           (b) Expenses, including attorney's fees, incurred by
                  a director, trustee, officer, employee, member, manager, or
                  agent in defending any action, suit, or proceeding referred to
                  in division (E)(1) or (2) of this section, may be paid by the
                  corporation as they are incurred, in advance of the final
                  disposition of the action, suit, or proceeding, as authorized
                  by the directors in the specific case, upon receipt of an
                  undertaking by or on behalf of the director, trustee, officer,
                  employee, member, manager, or agent to repay such amount, if
                  it ultimately is determined that he is not entitled to be
                  indemnified by the corporation.

                  (6) The indemnification authorized by this section shall not
         be exclusive of, and shall be in addition to, any other rights granted
         to those seeking indemnification under the articles, the regulations,
         any agreement, a vote of shareholders or disinterested directors, or
         otherwise, both as to action in their official capacities and as to
         action in another capacity while holding their offices or positions,
         and shall continue as to a person who has ceased to be a director,
         trustee, officer, employee, member, manager, or agent and shall inure
         to the benefit of the heirs, executors, and administrators of such a
         person.

                  (7) A corporation may purchase and maintain insurance or
         furnish similar protection, including, but not limited to, trust funds,
         letters of credit, or self-insurance, on behalf of or for any person
         who is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the corporation would have the power to indemnify
         him against such liability under this section. Insurance may be
         purchased from or maintained with a person in which the corporation has
         a financial interest.

                  (8) The authority of a corporation to indemnify persons
         pursuant to division (E)(1) or (2) of this section does not limit the
         payment of expenses as they are incurred, indemnification, insurance,
         or other protection that may be provided pursuant to divisions (E)(5),
         (6), and (7) of this section. Divisions (E)(1) and (2) of this section
         do not create any obligation to repay or return payments made by the
         corporation pursuant to division (E)(5), (6), or (7).

                  (9) As used in division (E) of this section, "corporation"
         includes all constituent entities in a consolidation or merger and the
         new or surviving corporation, so that any person who is or was a
         director, officer, employee, trustee, member, manager, or agent of such
         a constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee, member,
         manager, or agent of another corporation, domestic or foreign,
         nonprofit or for profit, a limited liability company, or a partnership,
         joint venture, trust, or other enterprise, shall stand in the same
         position under this section with respect to the new or surviving
         corporation as he would if he had served the new or surviving
         corporation in the same capacity.

         Article FIVE of Registrant's Code of Regulations governs
indemnification by Registrant and provides as follows:

                  SECTION 5.01. Mandatory Indemnification. The corporation shall
         indemnify any officer or director of the corporation who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (including, without limitation, any
         action threatened or instituted by or in the right of the corporation),
         by reason of the fact that he is or was a director, officer, employee
         or agent of the corporation, or is or was serving at the request of the
         corporation as a director, trustee, officer, employee or agent of
         another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
         (including, without limitation, attorneys' fees, filing fees, court
         reporters' fees and transcript costs), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the corporation, and with respect to any criminal
         action or proceeding, he had no reasonable cause to believe his conduct
         was unlawful. A person claiming indemnification under this Section 5.01
         shall be presumed, in respect of any act or omission giving rise to
         such claim for indemnification, to have acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal matter,
         to have had no reasonable cause to believe his conduct was unlawful,
         and the termination of any action, suit or proceeding by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, rebut such presumption.

                  Section 5.02. Court-Approved Indemnification. Anything
         contained in the Regulations or elsewhere to the contrary
         notwithstanding:

                           (A) the corporation shall not indemnify any officer
                  or director of the corporation who was a party to any
                  completed action or suit instituted by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, trustee, officer, employee
                  or agent of another corporation (domestic or foreign,
                  nonprofit or for profit), partnership, joint venture, trust or
                  other enterprise, in respect of any claim, issue or matter
                  asserted in such action or suit as to which he shall have been
                  adjudged to be liable for acting with reckless disregard for
                  the best interests of the corporation or misconduct (other
                  than negligence) in the performance of his duty to the
                  corporation unless and only to the extent that the Court of
                  Common Pleas of Washington County, Ohio or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite such adjudication of liability, and
                  in view of all the circumstances of the case, he is fairly and
                  reasonably entitled to such indemnity as such Court of Common
                  Pleas or such other court shall deem proper; and

                           (B) the corporation shall promptly make any such
                  unpaid indemnification as is determined by a court to be
                  proper as contemplated by this Section 5.02.

                  SECTION 5.03. Indemnification for Expenses. Anything contained
         in the Regulations or elsewhere to the contrary notwithstanding, to the
         extent that an officer or director of the corporation has been
         successful on the merits or otherwise in defense of any action, suit or
         proceeding referred to in Section 5.01, or in defense of any claim,
         issue or matter therein, he shall be promptly indemnified by the
         corporation against expenses (including, without limitation, attorneys'
         fees, filing fees, court reporters' fees and transcript costs) actually
         and reasonably incurred by him in connection therewith.

                  SECTION 5.04. Determination Required. Any indemnification
         required under Section 5.01 and not precluded under Section 5.02 shall
         be made by the corporation only upon a determination that such
         indemnification of the officer or director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Section 5.01. Such determination may be made only (A) by a
         majority vote of a quorum consisting of directors of the corporation
         who were not and are not parties to, or threatened with, any such
         action, suit or proceeding, or (B) if such a quorum is not obtainable
         or if a majority of a quorum of disinterested directors so directs, in
         a written opinion by independent legal counsel other than an attorney,
         or a firm having associated with it an attorney, who has been retained
         by or who has performed services for the corporation, or any person to
         be indemnified, within the past five years, or (C) by the shareholders,
         or (D) by the Court of Common Pleas of Washington County, Ohio or (if
         the corporation is a party thereto) the court in which such action,
         suit or proceeding was brought, if any; any such determination may be
         made by a court under division (D) of this Section 5.04 at any time
         [including, without limitation, any time before, during or after the
         time when any such determination may be requested of, be under
         consideration by or have been denied or disregarded by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) or by the shareholders under division (C) of
         this Section 5.04]; and no failure for any reason to make any such
         determination, and no decision for any reason to deny any such
         determination, by the disinterested directors under division (A) or by
         independent legal counsel under division (B) or by the shareholders
         under division (C) of this Section 5.04 shall be evidence in rebuttal
         of the presumption recited in Section 5.01. Any determination made by
         the disinterested directors under division (A) or by independent legal
         counsel under division (B) of this Section 5.04 to make indemnification
         in respect of any claim, issue or matter asserted in an action or suit
         threatened or brought by or in the right of the corporation shall be
         promptly communicated to the person who threatened or brought such
         action or suit, and within ten (10) days after receipt of such
         notification such person shall have the right to petition the Court of
         Common Pleas of Washington County, Ohio or the court in which such
         action or suit was brought, if any, to review the reasonableness of
         such determination.

                  SECTION 5.05. Advances for Expenses. Expenses (including,
         without limitation, attorneys' fees, filing fees, court reporters' fees
         and transcript costs) incurred in defending any action, suit or
         proceeding referred to in Section 5.01 shall be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         to or on behalf of the officer or director promptly as such expenses
         are incurred by him, but only if such officer or director shall first
         agree, in writing, to repay all amounts so paid in respect of any
         claim, issue or other matter asserted in such action, suit or
         proceeding in defense of which he shall not have been successful on the
         merits or otherwise:

                           (A) if it shall ultimately be determined as provided
                  in Section 5.04 that he is not entitled to be indemnified by
                  the corporation as provided under Section 5.01; or

                           (B) if, in respect of any claim, issue or other
                  matter asserted by or in the right of the corporation in such
                  action or suit, he shall have been adjudged to be liable for
                  acting with reckless disregard for the best interests of the
                  corporation or misconduct (other than negligence) in the
                  performance of his duty to the corporation, unless and only to
                  the extent that the Court of Common Pleas of Washington
                  County, Ohio or the court in which such action or suit was
                  brought shall determine upon application that, despite such
                  adjudication of liability, and in view of all the
                  circumstances, he is fairly and reasonably entitled to all or
                  part of such indemnification.

                  SECTION 5.06. Article Five Not Exclusive. The indemnification
         provided by this Article Five shall not be exclusive of, and shall be
         in addition to, any other rights to which any person seeking
         indemnification may be entitled under the Articles or the Regulations
         or any agreement, vote of shareholders or disinterested directors, or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be an officer or director of the corporation
         and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.

                  SECTION 5.07. Insurance. The corporation may purchase and
         maintain insurance or furnish similar protection, including but not
         limited to trust funds, letters of credit, or self-insurance, on behalf
         of any person who is or was a director, officer, employee or agent of
         the corporation, or is or was serving at the request of the corporation
         as a director, trustee, officer, employee, or agent of another
         corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against any
         liability asserted against him and incurred by him in any such
         capacity, or arising out of his status as such, whether or not the
         corporation would have the obligation or the power to indemnify him
         against such liability under the provisions of this Article Five.
         Insurance may be purchased from or maintained with a person in which
         the corporation has a financial interest.

                  SECTION 5.08. Certain Definitions. For purposes of this
         Article Five, and as examples and not by way of limitation:

                           (A) A person claiming indemnification under this
                  Article Five shall be deemed to have been successful on the
                  merits or otherwise in defense of any action, suit or
                  proceeding referred to in Section 5.01, or in defense of any
                  claim, issue or other matter therein, if such action, suit or
                  proceeding shall be terminated as to such person, with or
                  without prejudice, without the entry of a judgment or order
                  against him, without a conviction of him, without the
                  imposition of a fine upon him and without his payment or
                  agreement to pay any amount in settlement thereof (whether or
                  not any such termination is based upon a judicial or other
                  determination of the lack of merit of the claims made against
                  him or otherwise results in a vindication of him); and

                           (B) References to an "other enterprise" shall include
                  employee benefit plans; references to a "fine" shall include
                  any excise taxes assessed on a person with respect to an
                  employee benefit plan; and references to "serving at the
                  request of the corporation" shall include any service as a
                  director, officer, employee or agent of the corporation which
                  imposes duties on, or involves services by, such director,
                  officer, employee or agent with respect to an employee benefit
                  plan, its participants or beneficiaries; and a person who
                  acted in good faith and in a manner he reasonably believed to
                  be in the best interests of the participants and beneficiaries
                  of an employee benefit plan shall be deemed to have acted in a
                  manner "not opposed to the best interests of the corporation"
                  within the meaning of that term as used in this Article Five.

                  SECTION 5.09. Venue. Any action, suit or proceeding to
         determine a claim for indemnification under this Article Five may be
         maintained by the person claiming such indemnification, or by the
         corporation, in the Court of Common Pleas of Washington County, Ohio.
         The corporation and (by claiming such indemnification) each such person
         consent to the exercise of jurisdiction over its or his person by the
         Court of Common Pleas of Washington County, Ohio in any such action,
         suit or proceeding.

         In addition, the Registrant has purchased insurance that insures its
directors and officers against certain liabilities which might be incurred by
them in such capacity. The Registrant also maintains fiduciary and lending
liability coverage.


Item 16. Exhibits.

<TABLE>
<CAPTION>

Exhibit Number                         Description                                     Exhibit Location
----------------     ------------------------------------------------     --------------------------------------------
<S>    <C>           <C>                                                  <C>
       3.1           Amended Articles of Incorporation of Peoples         Incorporated herein by reference to
                     Bancorp Inc. (as filed with the Ohio Secretary       Exhibit 3(a) to the Registrant's
                     of State on May 3, 1993).                            Registration Statement on Form 8-B filed
                                                                          July 20, 1993 (File No. 0-16772).

       3.2           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a)(2) to the Registrant's Annual
                     Inc. (as filed with the Ohio Secretary of            Report on Form 10-K for fiscal year ended
                     State on April 22, 1994).                            December 31, 1997 (File No. 0-16772) (the
                                                                          "1997 Form 10-K").

       3.3           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a)(3) to the Registrant's 1997
                     Inc. (as filed with the Ohio Secretary of            Form 10-K.
                     State on April 9, 1996).

       3.4           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a) to the Registrant's Quarterly
                     Inc. (as filed with the Ohio Secretary of            Report on Form 10-Q for the quarterly
                     State on April 23, 2003).                            period ended March 31, 2003 (File
                                                                          No. 0-16772) (the "March 31, 2003 Form
                                                                          10-Q").

       3.5           Amended Articles of Incorporation of Peoples         Incorporated herein by reference to
                     Bancorp Inc. (reflecting amendments through          Exhibit 3(a)(4) to the Registrant's 1997
                     April 9, 1996) [For SEC reporting compliance         Form 10-K.
                     purposes only - not filed with Ohio Secretary
                     of State].

       3.6           Code of Regulations of Peoples Bancorp Inc.          Incorporated herein by reference to
                                                                          Exhibit 3(b) to the Registrant's
                                                                          Registration Statement on Form 8-B filed
                                                                          July 20, 1993 (File No. 0-16772).

       3.7           Certified Resolutions Regarding Adoption of          Incorporated herein by reference to
                     Amendments to Sections 1.03, 1.04, 1.05, 1.06,       Exhibit 3(c) to the Registrant's March 31,
                     1.08, 1.10, 2.03(c), 2.07, 2.08, 2.10 and 6.02       2003 Form 10-Q.
                     of the Code of Regulations of Peoples Bancorp
                     Inc. by shareholders on April 10, 2003.

       3.8           Certified Resolutions Regarding Adoption of          Incorporated herein by reference to
                     Amendments to Article THREE of the Code of           Exhibit 3(a) to the Registrant's Quarterly
                     Regulations of Peoples Bancorp Inc. by               Report on Form 10-Q for the quarterly
                     Shareholders on April 8, 2004.                       period ended March 31, 2004 (File
                                                                          No. 0-16772) (the "March 31, 2004 Form
                                                                          10-Q").

       3.9           Code of Regulations of Peoples Bancorp Inc.          Incorporated herein by reference to
                     (reflecting amendments through April 8, 2004)        Exhibit 3(b) to the Registrant's March 31,
                     [For SEC reporting compliance purposes only.]        2004 Form 10-Q.

       4.1           Registration Rights Agreement, dated as of           Filed herewith.
                     April 30, 2004, among Putnam Agency, Inc.;
                     Thomas G. Chaffin, Dana N. Conley, Charles R.
                     Lowe, Clarence C. Massey, Laura A. Morris,
                     Thomas C. Phipps, Donald H. Putnam, Jr. and
                     Donald H. Putnam, Jr., Trustee U/A DTD May 7,
                     1993, FBO Donald H. Putnam, Jr. Revocable
                     Trust and Erland P. Stevens, Jr., the
                     shareholders of Putnam Agency, Inc.; and
                     Peoples Bancorp Inc.

       4.2           Registration Rights Agreement, dated as of May       Filed herewith.
                     28, 2004, among James Barengo, Randall T.
                     Barengo and Peoples Bancorp Inc.

       5.1           Opinion of Charles R. Hunsaker, Esq., General        Filed herewith.
                     Counsel of the Registrant, as to the legality
                     of the common shares being registered.

      23.1           Consent of Ernst & Young LLP                         Filed herewith.

      23.2           Consent of Charles R. Hunsaker, Esq., General        Filed herewith.
                     Counsel for the Registrant (included in
                     opinion filed as Exhibit 5.1)

      24.1           Powers of Attorney                                   Filed herewith.

</TABLE>

Item 17.      Undertakings.

         A. The undersigned Registrant hereby undertakes:

                  (1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

                           (i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;

                           (ii) To reflect in the prospectus any facts or events
arising after the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
registration statement. Notwithstanding the foregoing, any increase or decrease
in the volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and

                           (iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement;

provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

                  (2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

                  (3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

         B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the indemnification provisions described
herein, or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                  [Remainder of page intentionally left blank;
                         signatures on following page.]


<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Marietta, State of Ohio, on June 21, 2004.

                              PEOPLES BANCORP INC.


                     By:  /s/ Robert E. Evans
                              -----------------------------------------
                              Robert E. Evans
                              Chairman of the Board and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>

              Signature                                   Title                               Date
              ---------                                   -----                               ----

<S>                                           <C>                                    <C>
/s/ Robert E. Evans                           Chairman of the Board, Chief           June 21, 2004
------------------------------------          Executive Officer and Director
 Robert E. Evans

/s/ Mark F. Bradley                           President, Chief Operating Officer     June 21, 2004
------------------------------------          and Director
 Mark F. Bradley

*   George W. Broughton                       Director                               June 21, 2004
------------------------------------
 George W. Broughton

*     Frank L. Christy                        Director                               June 21, 2004
------------------------------------
 Frank L. Christy

*   Wilford D. Dimit                          Director                               June 21, 2004
------------------------------------
 Wilford D. Dimit

*   Paul T. Theisen                           Director                               June 21, 2004
------------------------------------
 Paul T. Theisen

*   Joseph H. Wesel                           Vice Chairman of the Board and         June 21, 2004
------------------------------------          Director
 Joseph H. Wesel

*  Thomas J. Wolf                             Director                               June 21, 2004
------------------------------------
 Thomas J. Wolf

/s/ John W. Conlon                            Chief Financial Officer and            June 21, 2004
------------------------------------          Treasurer (Principal Financial
 John W. Conlon                               Officer)

/s/ Donald J. Landers, Jr.                    Controller and Chief Accounting        June 21, 2004
------------------------------------          Officer (Principal Accounting
 Donald J. Landers, Jr.                       Officer)

</TABLE>

----------------------------


* By Robert E. Evans pursuant to Powers of Attorney executed by the directors
and officers listed above, which Powers of Attorney are filed herewith with the
Securities and Exchange Commission.

  /s/ Robert E. Evans
      ---------------------------------
Name: Robert E. Evans, Attorney-in-Fact



<PAGE>

<TABLE>
<CAPTION>


                                INDEX OF EXHIBITS

Exhibit Number                         Description                                     Exhibit Location
----------------     ------------------------------------------------     --------------------------------------------
<S>    <C>           <C>                                                  <C>
       3.1           Amended Articles of Incorporation of Peoples         Incorporated herein by reference to
                     Bancorp Inc. (as filed with the Ohio Secretary       Exhibit 3(a) to the Registrant's
                     of State on May 3, 1993).                            Registration Statement on Form 8-B filed
                                                                          July 20, 1993 (File No. 0-16772).

       3.2           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a)(2) to the Registrant's Annual
                     Inc. (as filed with the Ohio Secretary of            Report on Form 10-K for fiscal year ended
                     State on April 22, 1994).                            December 31, 1997 (File No. 0-16772) (the
                                                                          "1997 Form 10-K").

       3.3           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a)(3) to the Registrant's 1997
                     Inc. (as filed with the Ohio Secretary of            Form 10-K.
                     State on April 9, 1996).

       3.4           Certificate of Amendment to the Amended              Incorporated herein by reference to
                     Articles of Incorporation of Peoples Bancorp         Exhibit 3(a) to the Registrant's Quarterly
                     Inc. (as filed with the Ohio Secretary of            Report on Form 10-Q for the quarterly
                     State on April 23, 2003).                            period ended March 31, 2003 (File
                                                                          No. 0-16772) (the "March 31, 2003 Form
                                                                          10-Q").

       3.5           Amended Articles of Incorporation of Peoples         Incorporated herein by reference to
                     Bancorp Inc. (reflecting amendments through          Exhibit 3(a)(4) to the Registrant's 1997
                     April 9, 1996) [For SEC reporting compliance         Form 10-K.
                     purposes only - not filed with Ohio Secretary
                     of State].

       3.6           Code of Regulations of Peoples Bancorp Inc.          Incorporated herein by reference to
                                                                          Exhibit 3(b) to the Registrant's
                                                                          Registration Statement on Form 8-B filed
                                                                          July 20, 1993 (File No. 0-16772).

       3.7           Certified Resolutions Regarding Adoption of          Incorporated herein by reference to
                     Amendments to Sections 1.03, 1.04, 1.05, 1.06,       Exhibit 3(c) to the Registrant's March 31,
                     1.08, 1.10, 2.03(c), 2.07, 2.08, 2.10 and 6.02       2003 Form 10-Q.
                     of the Code of Regulations of Peoples Bancorp
                     Inc. by shareholders on April 10, 2003.

       3.8           Certified Resolutions Regarding Adoption of          Incorporated herein by reference to
                     Amendments to Article THREE of the Code of           Exhibit 3(a) to the Registrant's Quarterly
                     Regulations of Peoples Bancorp Inc. by               Report on Form 10-Q for the quarterly
                     Shareholders on April 8, 2004.                       period ended March 31, 2004 (File
                                                                          No. 0-16772) (the "March 31, 2004 Form
                                                                          10-Q").

       3.9           Code of Regulations of Peoples Bancorp Inc.          Incorporated herein by reference to
                     (reflecting amendments through April 8, 2004)        Exhibit 3(b) to the Registrant's March 31,
                     [For SEC reporting compliance purposes only.]        2004 Form 10-Q.

       4.1           Registration Rights Agreement, dated as of           Filed herewith.
                     April 30, 2004, among Putnam Agency, Inc.;
                     Thomas G. Chaffin, Dana N. Conley, Charles R.
                     Lowe, Clarence C. Massey, Laura A. Morris,
                     Thomas C. Phipps, Donald H. Putnam, Jr. and
                     Donald H. Putnam, Jr., Trustee U/A DTD May 7,
                     1993, FBO Donald H. Putnam, Jr. Revocable
                     Trust and Erland P. Stevens, Jr., the
                     shareholders of Putnam Agency, Inc.; and
                     Peoples Bancorp Inc.

       4.2           Registration Rights Agreement, dated as of May       Filed herewith.
                     28, 2004, among James Barengo, Randall T.
                     Barengo and Peoples Bancorp Inc.

       5.1           Opinion of Charles R. Hunsaker, Esq., General        Filed herewith.
                     Counsel of the Registrant, as to the legality
                     of the common shares being registered.

      23.1           Consent of Ernst & Young LLP                         Filed herewith.

      23.2           Consent of Charles R. Hunsaker, Esq., General        Filed herewith.
                     Counsel for the Registrant (included in
                     opinion filed as Exhibit 5.1)

      24.1           Powers of Attorney                                   Filed herewith.
</TABLE>


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>2
<FILENAME>exhibit.txt
<DESCRIPTION>EXHIBIT 4.1 REGISTRATION RIGHTS PUTNAM
<TEXT>
                                                                     EXHIBIT 4.1


                          REGISTRATION RIGHTS AGREEMENT


     THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of
the 30TH DAY of APRIL, 2004, by and among Putnam Agency, Inc., a Kentucky
corporation ("Putnam"); Thomas G. Chaffin, Dana N. Conley, Charles R. Lowe,
Clarence C. Massey, Laura A. Morris, Thomas C. Phipps, Donald H. Putnam, Jr. and
Donald H. Putnam, Jr. Trustee U/A DTD May 7, 1993, FBO Donald H. Putnam, Jr.
Revocable Trust and Erland P. Stevens, Jr., referred to hereinafter collectively
as the "Putnam Shareholders" and individually as a "Putnam Shareholder"; and
Peoples Bancorp Inc., an Ohio corporation ("Peoples").


                                    RECITALS

         WHEREAS, pursuant to the Asset Purchase Agreement dated April 7, 2004
(the "Asset Purchase Agreement"), by and among Putnam, the Putnam Shareholders,
Peoples and Peoples Insurance Agency, Inc., an Ohio corporation ("PIAI"), PIAI
has acquired all of the assets and certain of the liabilities of Putnam (the
"Transaction");

         WHEREAS, the obligations of the parties in the Asset Purchase Agreement
are conditioned upon the execution and delivery of this Agreement; and

         WHEREAS, in connection with the consummation of the Transaction, the
parties desire to enter into this Agreement in order to grant registration and
other rights to Putnam and the Putnam Shareholders with respect to common
shares, without par value, of Peoples ("Peoples Shares") as described herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1. GENERAL.

          1.1  Definitions.  Unless  otherwise  defined herein,  as used in this
     Agreement,   the  following  terms  shall  have  the  following  respective
     meanings:

               (a) "Exchange Act" means the Securities Exchange Act of 1934, as
          amended.

               (b) "Holder" means a person owning of record, or such person's
          assignee, Registrable Securities that have not been sold to the public
          and who does not notify Peoples in writing within ten (10) days of the
          date hereof that such person does not wish such person's Registrable
          Securities to be included in the Registrable Securities covered by the
          Registration Statement.

               (c) "Prospectus" means the prospectus included in the
          Registration Statement with respect to the terms of the offering of
          the Registrable Securities covered by the Registration Statement, and
          all amendments and supplements thereto, including any and all exhibits
          and annexes thereto and any information incorporated by reference
          therein.

               (d) "Registrable Securities" means the number of Peoples Shares
          received by Putnam upon consummation of the Transaction and any
          Peoples Shares issued in respect thereof as the result of any
          installment, adjustment, recapitalization, reorganization, stock
          split, stock dividend or other change in Peoples' capital structure,
          but excluding those shares of the Peoples Shares that have been (i)
          registered under an effective registration statement under the
          Securities Act and disposed of in accordance with such registration
          statement and the Securities Act, or (ii) distributed to the public in
          accordance with Rule 144 under the Securities Act, as such rule may be
          amended from time to time, or any successor rule or regulation ("Rule
          144").

               (e) "Rules" shall mean the rules and regulations promulgated by
          the SEC under the Securities Act or under the Exchange Act.

               (f) "Registration Statement" means a registration statement of
          the Peoples covering all of the Registrable Securities on Form S-3 or
          another appropriate form under Rule 415 under the Securities Act, or
          any similar Rule adopted by the SEC relating to the offer and sale of
          the Registrable Securities by the Holders from time to time in
          accordance with the methods of distribution elected by such Holders
          and set forth in such Registration Statement, including any amendments
          and supplements to such registration statement, including
          post-effective amendments (in each case including the Prospectus
          contained therein), all exhibits thereto and all material incorporated
          by reference therein.

               (g) "SEC" means the Securities and Exchange Commission.

               (h) "Securities Act" shall mean the Securities Act of 1933, as
          amended.

         Capitalized terms used, but not defined, herein shall have the meanings
set forth in the Asset Purchase Agreement.

Section 2. REGISTRATION; RESTRICTIONS ON TRANSFER.

     2.1 Registration Procedures and Expenses.

          (a) Peoples shall:

               (i) subject to receipt of  information  from the Holders  that is
          both customary and necessary,  use commercially  reasonable efforts to
          file the  Registration  Statement  with the SEC as soon as practicable
          following the Closing Date, but in no event later than forty-five (45)
          days following the Closing Date (the date of such filing with the SEC,
          the "Filing Date");

               (ii) not less than five (5) business  days prior to the filing of
          the Registration Statement with the SEC, furnish to the Holders and to
          counsel  for the  Holders,  a copy of the  Registration  Statement  as
          proposed to be filed and  Peoples  shall use  commercially  reasonably
          efforts to reflect in the Registration Statement,  when filed with the
          SEC,  such  comments  as the  Holders  and  their  counsel  reasonably
          propose;

               (iii) not less than five (5) business days prior to the filing
          thereof with the SEC, furnish to the Holders and to counsel for the
          Holders, a copy of each amendment to the Registration Statement, and
          each amendment or supplement, if any, to the Prospectus, and Peoples
          shall use commercially reasonably efforts to reflect in each such
          document, when filed with the SEC, such comments as the Holders and
          their counsel reasonably propose;

               (iv) use its commercially reasonable efforts, subject to receipt
          of necessary information from the Holders, as reasonably determined
          upon consultation with counsel to Peoples, to cause the Registration
          Statement to become effective as soon as practicable after the Filing
          Date, but in no event later than 60 days following the Filing Date,
          unless under review by the SEC (the "Effective Date");

               (v) use its commercially reasonable efforts to keep the
          Registration Statement continuously effective under the Securities
          Act, and prepare and file with the SEC such amendments to the
          Registration Statement and amendments and supplements to the
          Prospectus required by the Securities Act in order to permit the
          Holders to use the Prospectus forming part of the Registration
          Statement until the earlier of (i) the second anniversary of the
          Closing Date or (ii) the date on which all of the Registrable
          Securities covered by the Registration Statement have been sold
          thereunder;

               (vi) furnish to each Holder, without charge, as many copies of
          the Registration Statement, the Prospectus (including any preliminary
          prospectus), any amendment or supplement thereto, and such other
          documents as such Holder may reasonably request; provided, however,
          that the obligation of Peoples to deliver copies of the Prospectus,
          and amendments or supplements thereto, to the Holder shall be subject
          to the receipt by Peoples of reasonable assurances from such Holder
          that the Holder will comply with the applicable provisions of the
          Securities Act and of such other securities or blue sky laws as may be
          applicable in connection with any use of such Prospectus or any
          amendments or supplements thereto;

               (vii) arrange, if necessary, for the registration or
          qualification of the Registrable Securities under the securities or
          blue sky laws of such states specified in writing by any of the
          Holders and maintain such registration or qualification in effect so
          long as required, provided, however, that Peoples shall not be
          required to qualify to do business or consent to service of process in
          any jurisdiction in which it is not then so qualified or has not so
          consented;

               (viii) bear all fees and expenses in connection with the
          procedures in this Section 2.1 and the registration of the Registrable
          Securities pursuant to the Registration Statement;

               (ix) advise the Holders, promptly after it shall receive notice
          or obtain knowledge of the issuance of any stop order by the SEC
          delaying or suspending the effectiveness of the Registration Statement
          or of the initiation of any proceeding for that purpose, and use its
          commercially reasonable efforts to prevent the issuance of any stop
          order or to obtain its withdrawal at the earliest possible moment if
          such stop order should be issued;

               (x) advise the Holders, promptly after it shall receive notice or
          obtain knowledge of the issuance of any suspension of the registration
          or qualification of the Registrable Securities for sale in any
          jurisdiction or of the initiation of any proceeding for that purpose,
          and use its commercially reasonable efforts to prevent such event or
          to obtain reinstatement of the registration or qualification of the
          Registrable Securities at the earliest possible moment if such event
          occurs; and

               (xi) ensure that the Registration Statement and any amendment or
          supplement thereto and any Prospectus forming part thereof, and any
          amendment or supplement thereto (i) complies with the applicable
          requirements of the Securities Act and (ii) does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

          (b) With a view to making available to the Holders the benefits of
     Rule 144 and any other Rule that may at any time permit the Holders to sell
     Registrable Securities to the public without registration, Peoples
     covenants and agrees to: (i) make and keep public information available, as
     those terms are understood and defined in Rule 144, until the earlier of
     (A) such date as all of the Registrable Securities may be resold pursuant
     to Rule 144(k) or any other Rule of similar effect or (B) such date as all
     of the Holders' Registrable Securities shall have been resold; (ii) file
     with the SEC in a timely manner all reports and other documents required of
     Peoples under the Securities Act and under the Exchange Act; (iii) furnish
     to any Holder upon request, as long as such Holder owns any Registrable
     Securities, (A) a written statement by Peoples that it has complied with
     the reporting requirements of the Securities Act and the Exchange Act, (B)
     a copy of Peoples' most recent Annual Report on Form 10-K or Quarterly
     Report on Form 10-Q, and (C) such other information as may be reasonably
     requested in order to avail such Holder of any Rule that permits the
     selling of any such Registrable Securities without registration; and (iv)
     subject to the conditions set forth in this Agreement, and provided the
     conditions of Rule 144(k) are satisfied in all respects, including without
     limitation, that such Holder is not an Affiliate of Peoples, as such term
     is defined in Rule 144, use commercially reasonable efforts to cause the
     removal of any restrictive legends on the Registrable Securities necessary
     to enable such Holder to sell the Registrable Securities under Rule 144(k).

          (c) It shall be a condition precedent to the obligations of Peoples to
     take any action pursuant to this Section 2.1 that any Holder shall furnish
     to Peoples, pursuant to the written request by Peoples, such information
     regarding the Holder, the Registrable Securities to be sold by the Holder
     and the intended method of disposition of such Registrable Securities as
     shall be required to effect the registration of the Registrable Securities.

     2.2 Suspension.

          (a) Each Holder agrees that such Holder it will promptly notify
     Peoples of any changes in the information set forth in the Registration
     Statement regarding the Holder or the Holder's plan of distribution.

          (b) Except in the event that paragraph (c) below applies, Peoples
     shall: (i) if deemed necessary by Peoples, prepare and file from time to
     time with the SEC a post-effective amendment to the Registration Statement
     or a supplement to the Prospectus forming a part thereof or a supplement or
     amendment to any document incorporated therein by reference or file any
     other required document so that such Registration Statement will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and so that, as thereafter delivered to purchasers
     of the Registrable Securities being sold thereunder, such Prospectus,
     Supplement or amendment will not contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading and (ii) promptly inform each
     Holder that Peoples has complied with its obligations in Section 2.2(b)(i)
     (or that, if Peoples has filed a post-effective amendment to the
     Registration Statement which has not yet been declared effective, Peoples
     will notify each Holder to that effect, will use its commercially
     reasonable efforts to secure the effectiveness of such post-effective
     amendment as promptly as possible and will promptly notify each Holder
     pursuant to Section 2.2(b)(i) hereof when the amendment has become
     effective).

          (c) Subject to paragraph (d) below, in the event: (i) of any request
     by the SEC or any other federal or state governmental authority during the
     period of effectiveness of the Registration Statement for amendments or
     supplements to the Registration Statement or related Prospectus or for
     additional information; (ii) of the issuance by the SEC or any other
     federal or state governmental authority of any stop order suspending the
     effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose; (iii) of the receipt by Peoples of any
     notification with respect to the suspension of the registration or
     qualification or exemption from registration or qualification of any of the
     Registrable Securities for sale in any jurisdiction or the initiation of
     any proceeding for such purpose; or (iv) of any material event or
     circumstance which, in the reasonable judgment of Peoples, necessitates the
     making of any changes in the Registration Statement or Prospectus, or any
     document incorporated or deemed to be incorporated therein by reference, so
     that, in the case of the Registration Statement, it will not contain any
     untrue statement of a material fact or any omission to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and that in the case of the Prospectus, it will not
     contain any untrue statement of a material fact or any omission to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; then Peoples shall deliver a certificate in writing
     to each Holder (the "Suspension Notice") to the effect of the foregoing
     and, upon receipt of such Suspension Notice, each Holder will refrain from
     selling any Registrable Securities pursuant to the Registration Statement
     (a "Suspension") until such Holder's receipt of copies of a supplemented or
     amended Prospectus prepared and filed by Peoples, or until it is advised in
     writing by Peoples that any stop order suspending the effectiveness of the
     Registration Statement has been withdrawn, that the registration or
     qualification of the Registrable Securities has been reinstated in such
     jurisdiction or that the current Prospectus may be used, as appropriate,
     and has received copies of any additional or supplemental filings that are
     incorporated or deemed incorporated by reference in any such Prospectus. In
     the event of any Suspension, Peoples will use its commercially reasonable
     efforts to cause the use of the Prospectus so suspended to be resumed as
     soon as reasonably practicable, and in no event later than 20 business
     days, after delivery of a Suspension Notice to each Holder.

          (d) Notwithstanding the foregoing paragraphs of this Section 2.2, the
     Holders shall not be prohibited from selling Registrable Securities under
     the Registration Statement as a result of Suspensions on more than two
     occasions of not more than sixty (60) days each in any twelve (12) month
     period, unless, in the good faith judgment of Peoples' Board of Directors,
     upon advice of counsel, the sale of Registrable Securities under the
     Registration Statement in reliance on this paragraph 2.2(d) would be
     reasonably likely to cause a violation of the Securities Act or the
     Exchange Act and result in potential liability to Peoples.

          (e) Provided that a Suspension is not then in effect, any Holder may
     sell Registrable Securities under the Registration Statement, provided that
     such Holder arranges for delivery of a current Prospectus to the transferee
     of such Registrable Securities.

          (f) In the event of a sale of Registrable Securities by any Holder,
     such Holder must also deliver to Peoples' transfer agent, with a copy to
     Peoples, a Certificate of Subsequent Sale substantially in the form
     attached hereto as Exhibit B, so that Peoples Shares may be properly
     transferred.

     2.3 Indemnification.

          (a) For the purpose of this Section 2.3, the term "Untrue Statement"
     shall include any untrue statement or alleged untrue statement, or any
     omission or alleged omission to state in the Registration Statement or the
     Prospectus a material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (b) Peoples agrees to indemnify and hold harmless each Holder from and
     against any losses, claims, damages or liabilities to which such Holder may
     become subject (under the Securities Act or otherwise) insofar as such
     losses, claims, damages or liabilities (or actions or proceedings in
     respect thereof) arise out of, or are based upon (i) any Untrue Statement
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof, supplement thereto, or document incorporated by
     reference therein, or (ii) any failure by Peoples to fulfill any
     undertaking of Peoples included in this Agreement or the Registration
     Statement (including the Prospectus), and Peoples will reimburse such
     Holder for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim, provided, however, that Peoples shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out
     of, or is based upon, an Untrue Statement made in such Registration
     Statement (including the Prospectus) in reliance upon and in conformity
     with written information furnished to Peoples by or on behalf of any such
     Holder specifically for inclusion in the Registration Statement, the
     failure of such Holder to comply with its covenants and agreements
     contained in Section 2.2 hereof, or any statement or omission in the
     Prospectus that is corrected in any amendment or supplement thereto that
     was timely delivered to a Holder by Peoples in accordance with this
     Agreement and prior to the pertinent sale or sales by such Holder.

          (c) Each Holder agrees to indemnify and hold harmless the other
     Holders and Peoples (and each person, if any, who controls Peoples within
     the meaning of Section 15 of the Securities Act, each officer of Peoples
     who signs the Registration Statement and each director of Peoples) from and
     against any losses, claims, damages or liabilities to which the other
     Holders or Peoples (or any such officer, director or controlling person of
     Peoples) may become subject (under the Securities Act or otherwise) insofar
     as such losses, claims, damages or liabilities (or actions or proceedings
     in respect thereof) arise out of, or are based upon, (A) any failure of
     such Holder to comply with its covenants and agreements contained in
     Section 2.2 hereof, or (B) any Untrue Statement of a material fact
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof or supplement thereto, if such Untrue Statement was
     made in reliance upon and in conformity with written information furnished
     by or on behalf of such Holder specifically for inclusion in the
     Registration Statement, and such Holder will reimburse the other Holders
     and Peoples (or such officer, director or controlling person of Peoples),
     as the case may be, for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim.

          (d) Promptly after receipt by any indemnified person of a notice of a
     claim or the beginning of any action or proceeding in respect of which
     indemnity is to be sought against an indemnifying person pursuant to this
     Section 2.3, such indemnified person shall notify the indemnifying person
     in writing of such claim or of the commencement of such action or
     proceeding, but the omission to so notify the indemnifying party will not
     relieve it from any liability which it may have to any indemnified party
     under this Section 2.3 (except to the extent that such omission materially
     and adversely affects the indemnifying party's ability to defend such
     claim, action or proceeding) or from any liability otherwise than under
     this Section 2.3. Subject to the provisions hereinafter stated, in case any
     such action or proceeding shall be brought against an indemnified person,
     the indemnifying person shall be entitled to participate therein, and, to
     the extent that it shall elect by written notice delivered to the
     indemnified party promptly after receiving the aforesaid notice from such
     indemnified party, shall be entitled to assume the defense thereof, with
     counsel reasonably satisfactory to such indemnified person. After notice
     from the indemnifying person to such indemnified person of its election to
     assume the defense thereof, such indemnifying person shall not be liable to
     such indemnified person for any legal expenses subsequently incurred by
     such indemnified person in connection with the defense thereof, provided,
     however, that if there shall exist a conflict of interest that would make
     it inappropriate, in the reasonable opinion of counsel to the indemnified
     person, for the same counsel to represent both the indemnified person and
     such indemnifying person or any affiliate or associate thereof, the
     indemnified person shall be entitled to retain its own counsel at the
     expense of such indemnifying person; provided, however, that no
     indemnifying person shall be responsible for the fees and expenses of more
     than one counsel (in addition to appropriate local counsel) for all
     indemnified parties. In no event shall any indemnifying person be liable in
     respect of any amounts paid in settlement of any action or proceeding
     unless the indemnifying person shall have approved the terms of such
     settlement; provided that such consent shall not be unreasonably withheld
     or delayed. No indemnifying person shall, without the prior written consent
     of the indemnified person, effect any settlement of any pending or
     threatened action or proceeding in respect of which any indemnified person
     is or could have been a party and indemnification could have been sought
     hereunder by such indemnified person, unless such settlement includes an
     unconditional release of such indemnified person from all liability on
     claims that are the subject matter of such action or proceeding.

          (e) If the indemnification provided for in this Section 2.3 is
     unavailable to or insufficient to hold harmless an indemnified person under
     subsection (b) or (c) above in respect of any losses, claims, damages or
     liabilities (or actions or proceedings in respect thereof) referred to
     therein, then each indemnifying party shall contribute to the amount paid
     or payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (or actions or proceedings in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of Peoples
     on the one hand and the Holders on the other in connection with the
     statements or omissions or other matters which resulted in such losses,
     claims, damages or liabilities (or actions or proceedings in respect
     thereof), as well as any other relevant equitable considerations. The
     relative fault shall be determined by reference to, among other things, in
     the case of an Untrue Statement, whether the Untrue Statement relates to
     information supplied by Peoples on the one hand or a Holder on the other
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such Untrue Statement. Peoples and the
     Holders agree that it would not be just and equitable if contribution
     pursuant to this subsection (e) were determined by pro rata allocation
     (even if the Holders were treated as one entity for such purpose) or by any
     other method of allocation which does not take into account the equitable
     considerations referred to above in this subsection (e). The amount paid or
     payable by an indemnified party as a result of the losses, claims, damages
     or liabilities (or actions or proceedings in respect thereof) referred to
     above in this subsection (e) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this subsection (e), no Holder shall be required to
     contribute any amount in excess of the amount by which the gross amount
     received by such Holder from the sale of such Holder's Registrable
     Securities to which such loss relates exceeds the amount of any damages
     which such Holder has otherwise been required to pay by reason of such
     Untrue Statement. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. The Holders' obligations in this subsection to
     contribute are several in proportion to their sales of Registrable
     Securities to which such loss relates and not joint.

          (f) The parties to this Agreement hereby acknowledge that they are
     sophisticated business persons who were represented by counsel during the
     negotiations regarding the provisions hereof including, without limitation,
     the provisions of this Section 2.3, and are fully informed regarding said
     provisions. They further acknowledge that the provisions of this Section
     2.3 fairly allocate the risks in light of the ability of the parties to
     investigate Peoples and its business in order to assure that adequate
     disclosure is made in the Registration Statement as required by the
     Securities Act and the Exchange Act. The parties are advised that federal
     or state public policy as interpreted by the courts in certain
     jurisdictions may be contrary to certain of the provisions of this Section
     2.3.

          2.4 Termination of Conditions and Obligations. The restrictions
     imposed by Section 2.6 upon the transferability of the Registrable
     Securities shall cease and terminate as to any particular number of the
     Registrable Securities when an opinion of counsel reasonably satisfactory
     to Peoples shall have been rendered to the effect that such conditions are
     not necessary in order to comply with the Securities Act. [Note: Shares
     sold under the Registration Statement do not fall within the definition of
     Registrable Securities]

          2.5 Information Available. So long as the Registration Statement is
     effective covering the resale of Registrable Securities owned by any
     Holder, Peoples:

          (a) will furnish to each Holder, as soon as practicable after it is
     available, one copy of (i) its annual report to shareholders (which annual
     report shall contain financial statements audited in accordance with
     generally accepted accounting principles in the United States by a national
     firm of certified public accountants registered with the Public Company
     Accounting Oversight Board) and (ii) if not included in substance in the
     annual report to shareholders, its Annual Report on Form 10-K (the
     foregoing, in each case, excluding exhibits);

          (b) will furnish to each Holder, upon the request of the Holder, all
     exhibits to the documents referred to in Section 2.5(a) filed with the SEC
     and all other information that is made available to shareholders; and

          (c) upon the reasonable request of any Holder, will meet with such
     Holder or a representative thereof at Peoples' headquarters to discuss all
     information relevant for disclosure in the Registration Statement and will
     otherwise cooperate with any Holder conducting an investigation for the
     purpose of reducing or eliminating such Holder's exposure to liability
     under the Securities Act, including the reasonable production of
     information at Peoples' headquarters; provided, that Peoples shall not be
     required to disclose any confidential information to or meet at its
     headquarters with any Holder until and unless such Holder shall have
     entered into a confidentiality agreement in form and substance reasonably
     satisfactory to Peoples with Peoples with respect thereto.


     2.6 Restrictions on Transfer.

          (a) Each Holder agrees not to make any disposition of all or any
     portion of the Registrable Securities unless and until:

               (i) The Registration Statement is declared effective under the
          Securities Act and such disposition is made in accordance with the
          Registration Statement; or

               (ii) (A) the transferee has agreed in writing to be bound by the
          terms of this Agreement, (B) such Holder shall have notified Peoples
          of the proposed disposition and shall have furnished Peoples with a
          detailed statement of the circumstances surrounding the proposed
          disposition, and (C) if reasonably requested by Peoples, such Holder
          shall have furnished Peoples with an opinion of counsel, reasonably
          satisfactory to Peoples, that such disposition will not require
          registration of such Registrable Securities under the Securities Act.
          It is agreed that Peoples will not require opinions of counsel for
          transactions made pursuant to Rule 144, except in unusual
          circumstances.

          (b) Notwithstanding the provisions of subsection (a) above, no such
     restriction shall apply to a transfer by any Holder transferring the
     Holder's Registrable Securities to an individual Holder's family member or
     a trust, partnership or limited liability company for the benefit of an
     individual Holder or such Holder's family member; provided that in each
     case the transferee will agree in writing to be subject to the terms of
     this Agreement to the same extent as if the transferee was an original
     Holder hereunder.

          (c) Each certificate representing Registrable Securities shall be
     stamped or otherwise imprinted with legends substantially similar to the
     following (in addition to any legend required under applicable state
     securities laws):

        THE COMMON  SHARES  EVIDENCED BY THIS  CERTIFICATE  HAVE NOT BEEN
        REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE
        "ACT"),  AND MAY NOT BE OFFERED,  SOLD OR OTHERWISE  TRANSFERRED,
        ASSIGNED,  PLEDGED OR  HYPOTHECATED  UNLESS AND UNTIL  REGISTERED
        UNDER THE ACT OR UNLESS PEOPLES  BANCORP INC. (THE "COMPANY") HAS
        RECEIVED  AN OPINION OF COUNSEL  SATISFACTORY  TO THE COMPANY AND
        ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.  THE TRANSFER
        OF THE COMMON  SHARES IS  RESTRICTED  PURSUANT TO THE TERMS OF AN
        ASSET  PURCHASE  AGREEMENT,  DATED AS OF APRIL 30,  2004,  BY AND
        AMONG PUTNAM  AGENCY,  INC., THE  SHAREHOLDERS  OF PUTNAM AGENCY,
        INC. NAMED  THEREIN,  THE COMPANY AND PEOPLES  INSURANCE  AGENCY,
        INC. (A COPY OF SUCH ASSET  PURCHASE  AGREEMENT IS ON FILE AT THE
        PRINCIPAL OFFICES OF THE COMPANY.)

          (d) Peoples shall be obligated to reissue promptly unlegended
     certificates at the request of any Holder thereof if Peoples has completed
     the registration contemplated by this Agreement.

          (e) Any legend endorsed on a certificate pursuant to applicable state
     securities laws and the stop-transfer instructions with respect to such
     Registrable Securities shall be removed upon receipt by Peoples of an order
     of the appropriate blue sky authority evidencing that such legend is no
     longer required.

          2.7 Furnishing Information. It shall be a condition precedent to the
     obligations of Peoples to take any action pursuant to Section 2.2 that all
     selling Holders shall furnish to Peoples such information regarding
     themselves, the Registrable Securities held by them and the intended method
     of disposition of such Registrable Securities as shall be required to
     effect the registration of their Registrable Securities.

          2.8 Assignment of Registration Rights. The rights to cause Peoples to
     register Registrable Securities pursuant to this Agreement may not be
     assigned by a Holder, except in connection with a transfer of Registrable
     Securities permitted under Section 2.6(b).

          2.9 Agreement to Furnish Information. If requested by Peoples, each
     Holder shall provide, within ten (10) days of such request, such
     information as may be required by Peoples in connection with the completion
     of any public offering of Peoples' securities pursuant to a registration
     statement filed under the Securities Act. The obligations described in this
     Section 2.9 shall not apply to a Special Registration Statement. Each
     Holder agrees that any transferee of any Registrable Securities shall be
     bound by this Section 2.9.

Section 3. MISCELLANEOUS.

          3.1 Governing Law. This Agreement shall be governed by and construed
     under the laws of the State of Ohio as applied to agreements among Ohio
     residents entered into and to be performed entirely within Ohio.

          3.2 Successors and Assigns. Except as otherwise expressly provided
     herein, the provisions hereof shall inure to the benefit of, and be binding
     upon, the successors, assigns, heirs, executors, and administrators of the
     parties hereto and shall inure to the benefit of and be enforceable by each
     person who shall be a holder of Registrable Securities from time to time.

          3.3 Entire Agreement. This Agreement, the Exhibits hereto, the Asset
     Purchase Agreement and the other documents delivered pursuant thereto
     constitute the full and entire understanding and agreement among the
     parties with regard to the subjects hereof.

          3.4 Severability. In the event one or more of the provisions of this
     Agreement should, for any reason, be held to be invalid, illegal or
     unenforceable in any respect, such invalidity, illegality, or
     unenforceability shall not affect any other provisions of this Agreement,
     and this Agreement shall be construed as if such invalid, illegal or
     unenforceable provision had never been contained herein.

          3.5 Amendment and Waiver.

          (a) Except as otherwise expressly provided, this Agreement may be
     amended or modified only upon the written consent of Peoples and the
     Holders of at least a majority of the Registrable Securities.

          (b) Except as otherwise expressly provided, the obligations of Peoples
     and the rights of the Holders under this Agreement may be waived only with
     the written consent of the Holders of at least a majority of the
     Registrable Securities.

          (c) For the purposes of determining the number of Holders entitled to
     vote or exercise any rights hereunder, Peoples shall be entitled to rely
     solely on the list of record holders of its Peoples Shares common stock as
     maintained by or on behalf of Peoples.

          (d) Any amendment or waiver effected in accordance with this Section
     3.5 shall be binding upon each Holder and Peoples. By accepting the
     benefits conferred under this Agreement, the Holders hereby agree to be
     bound by the provisions of this Section 3.5.

          3.6 Delays or Omissions. It is agreed that no delay or omission to
     exercise any right, power, or remedy accruing to any Holder, upon any
     breach, default or noncompliance of Peoples under this Agreement shall
     impair any such right, power, or remedy, nor shall it be construed to be a
     waiver of any such breach, default or noncompliance, or any acquiescence
     therein, or of any similar breach, default or noncompliance thereafter
     occurring. It is further agreed that any waiver, permit, consent, or
     approval of any kind or character on any Holder's part of any breach,
     default or noncompliance under this Agreement or any waiver on such
     Holder's part of any provisions or conditions of this Agreement must be in
     writing and shall be effective only to the extent specifically set forth in
     such writing. All remedies, either under this Agreement, by law, or
     otherwise afforded to Holders, shall be cumulative and not alternative.

          3.7 Notices. All notices required or permitted hereunder shall be in
     writing and shall be deemed effectively given: (a) upon personal delivery
     to the party to be notified, (b) when sent by confirmed electronic mail or
     facsimile if sent during normal business hours of the recipient; if not,
     then on the next business day, (c) five (5) days after having been sent by
     registered or certified mail, return receipt requested, postage prepaid, or
     (d) one (1) day after deposit with a nationally recognized overnight
     courier, specifying next day delivery, with written verification of
     receipt. All communications shall be sent to the party to be notified at
     the address as set forth on the signature pages hereof or Exhibit A hereto
     or at such other address as such party may designate by ten (10) days
     advance written notice to the other parties hereto.

          3.8 Attorneys' Fees. In the event that any suit or action is
     instituted to enforce any provision in this Agreement, the prevailing party
     in such dispute shall be entitled to recover from the losing party all
     fees, costs and expenses of enforcing any right of such prevailing party
     under or with respect to this Agreement, including without limitation, such
     reasonable fees and expenses of attorneys and accountants, which shall
     include, without limitation, all fees, costs and expenses of appeals.

          3.9 Titles and Subtitles. The titles of the sections and subsections
     of this Agreement are for convenience of reference only and are not to be
     considered in construing this Agreement.

          3.10 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date set forth in the first paragraph hereof.



Peoples Bancorp Inc.               /s/ Mark F. Bradley
138 Putnam Street
PO Box 738
Marietta, OH  45750
                                       ----------------------------------------
                                       Mark F. Bradley, Chief Operating Officer


Putnam Agency, Inc.               /s/ Thomas C. Phipps
1557 Winchester Avenue
Ashland, KY  41101
                                      -----------------------------------------
                                      Thomas C. Phipps, President


             [PUTNAM SHAREHOLDER SIGNATURES NEXT PAGE AS EXHIBIT A]


<PAGE>


                                    EXHIBIT A



<PAGE>



                               Putnam Shareholders

Thomas G. Chaffin             /s/ Thomas G. Chaffin
200 Oxcart Road
Ashland, KY  41101
                                  --------------------------------------------
                                  Thomas G. Chaffin

Dana N. Conley                /s/ Dana N. Conley
PO Box 1602
Ashland, KY  41105-1602
                                  --------------------------------------------
                                  Dana N. Conley

Charles R. Lowe               /s/ Charles R. Lowe
2760 Hunter Street
Ashland, KY  411011
                                  --------------------------------------------
                                  Charles R. Lowe, Putnam Shareholder

Clarence C. Massey            /s/ Clarence C. Massey
#1 Sunny Drive
Huntington, WV  25704
                                  --------------------------------------------
                                  Clarence C. Massey, Putnam Shareholder

Laura A. Morris               /s/ Laura A. Morris
114 Meadowlark Court
Russell, KY  41169
                                  --------------------------------------------
                                  Laura A. Morris, Putnam Shareholder

Thomas C. Phipps              /s/ Thomas C. Phipps
1130 Poplar Avenue
Ashland, KY  41101
                                  --------------------------------------------
                                  Thomas C. Phipps

Donald H. Putnam, Jr.,        /s/ Donald H. Putnam, Jr., Trustee
Trustee U/A dated May 7,
1993 FBO Donald H. Putnam,Jr.
Revocable Trust
                                  --------------------------------------------
                                  Donald H. Putnam, Jr., Trustee

Erland P. Stevens, Jr.        /s/ Erland P. Stevens, Jr.
PO Box 1207
Ashland, KY  41101
                                  --------------------------------------------
                                  Erland P. Steven, Jr.


<PAGE>




                                    EXHIBIT B
                         certificate of subsequent sale


[Date]

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ  07016

Re:      Sale of Common Share of Peoples Bancorp Inc. (the "Company") pursuant
         to the Company's Prospectus dated ________________, (the "Prospectus")

Dear Sir/Madam:

The undersigned hereby certifies, in connection with the sale of Common Shares
of the Company included in the table of Selling Shareholders in the Prospectus,
that the undersigned has sold the Common Shares pursuant to the Prospectus and
in a manner described under the caption "Plan of Distribution" in the Prospectus
and that such sale complies with all applicable securities laws, including,
without limitation, the Prospectus delivery requirements of the Securities Act
of 1933, as amended.

         Selling Shareholder(s) [the beneficial owner(s)]: ____________________

         ______________________________________________________________________

         Record Holder(s) [e.g., if held in name of nominee(s)]: ______________

         ______________________________________________________________________

         Restricted Stock Certificate No.(s): _________________________________

         Number of Common Shares Sold: ________________________________________

         Date of Sale: ________________________________________________________

In the event you receive a stock certificate(s) representing more Common Shares
than have been sold by the undersigned, then you should return to the
undersigned a new issued certificate for such excess Common Shares in the name
of the Record Holder.


Very truly yours,



___________________________________
[Signature]

cc:      Charles R. Hunsaker, General Counsel
         Peoples Bancorp Inc.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4
<SEQUENCE>3
<FILENAME>exhibit4.txt
<DESCRIPTION>EXHIBIT 4.2 REGISTRATION RIGHTS - BARENGO
<TEXT>
                                                                     EXHIBIT 4.2

                          REGISTRATION RIGHTS AGREEMENT


         THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into
as of the 28th day of May, 2004, by James Barengo, Randall T. Barengo (referred
to hereinafter collectively as the "BIA Shareholders" and individually as a "BIA
Shareholder") and Peoples Bancorp Inc., an Ohio corporation ("Peoples").


                                    RECITALS

         WHEREAS, pursuant to the Agreement and Plan of Merger dated May 28,
2004 (the "Merger Agreement"), by and among Barengo Insurance Agency, Inc.
("BIA") and the BIA Shareholders and Peoples and Peoples Insurance Agency, Inc.,
an Ohio corporation ("PIAI"), BIA has merged into and become a part of PIAI (the
"Transaction");

         WHEREAS, the obligations of the parties in the Merger Agreement are
conditioned upon the execution and delivery of this Agreement; and

         WHEREAS, in connection with the consummation of the Transaction, the
parties desire to enter into this Agreement in order to grant registration and
other rights to the BIA Shareholders with respect to common shares, without par
value, of Peoples ("Peoples Shares") as described herein.

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1.        GENERAL.

     1.1 Definitions. Unless otherwise defined herein, as used in this
Agreement, the following terms shall have the following respective meanings:

          (a) "Exchange Act" means the Securities Exchange Act of 1934, as
     amended.

          (b) "Holder" means a person owning of record, or such person's
     assignee, Registrable Securities that have not been sold to the public and
     who does not notify Peoples in writing within ten (10) days of the date
     hereof that such person does not wish such person's Registrable Securities
     to be included in the Registrable Securities covered by the Registration
     Statement. Unless the context requires otherwise, or unless otherwise
     expressly provided, each reference to Holder shall include each BIA
     Shareholder.



          (c) "Prospectus" means the prospectus included in the Registration
     Statement with respect to the terms of the offering of the Registrable
     Securities covered by the Registration Statement, and all amendments and
     supplements thereto, including any and all exhibits and annexes thereto and
     any information incorporated by reference therein.

          (d) "Registrable Securities" means the number of Peoples Shares
     received by BIA Shareholders upon or subsequently by reason of consummation
     of the Transaction and any Peoples Shares issued in respect thereof as the
     result of any installment, adjustment, recapitalization, reorganization,
     stock split, stock dividend or other change in Peoples' capital structure,
     but excluding those shares of the Peoples Shares that have been (i)
     registered under an effective registration statement under the Securities
     Act and disposed of in accordance with such registration statement and the
     Securities Act, or (ii) distributed to the public in accordance with Rule
     144 under the Securities Act, as such rule may be amended from time to
     time, or any successor rule or regulation ("Rule 144").

          (e) "Rules" shall mean the rules and regulations promulgated by the
     SEC under the Securities Act or under the Exchange Act.

          (f) "Registration Statement" means a registration statement of Peoples
     covering all of the Registrable Securities on Form S-3 or another
     appropriate form under Rule 415 under the Securities Act, or any similar
     Rule adopted by the SEC relating to the offer and sale of the Registrable
     Securities by the Holders from time to time in accordance with the methods
     of distribution elected by such Holders and set forth in such Registration
     Statement, including any amendments and supplements to such registration
     statement, including post-effective amendments (in each case including the
     Prospectus contained therein), all exhibits thereto and all material
     incorporated by reference therein.

          (g) "SEC" means the Securities and Exchange Commission.

          (h) "Securities Act" shall mean the Securities Act of 1933, as
     amended.

         Capitalized terms used, but not defined, herein shall have the meanings
set forth in the Agreement and Plan of Merger.

Section 2.        REGISTRATION; RESTRICTIONS ON TRANSFER.

     2.1 Registration Procedures and Expenses.

          (a) Peoples shall:

               (i) subject to receipt of information from the Holders that is
          both customary and necessary, use commercially reasonable efforts to
          file the Registration Statement with the SEC as soon as practicable
          following the Closing Date, but in no event later than forty-five (45)
          days following the Closing Date (the date of such filing with the SEC,
          the "Filing Date");

               (ii) not less than five (5) business days prior to the filing of
          the Registration Statement with the SEC, furnish to the Holders and to
          counsel for the Holders, a copy of the Registration Statement as
          proposed to be filed and Peoples shall use commercially reasonable
          efforts to reflect in the Registration Statement, when filed with the
          SEC, such comments as the Holders and their counsel reasonably
          propose;

               (iii) not less than five (5) business days prior to the filing
          thereof with the SEC, furnish to the Holders and to counsel for the
          Holders, a copy of each amendment to the Registration Statement, and
          each amendment or supplement, if any, to the Prospectus , and Peoples
          shall use commercially reasonably efforts to reflect in each such
          document, when filed with the SEC, such comments as the Holders and
          their counsel reasonably propose;

               (iv) use its commercially reasonable efforts, subject to receipt
          of necessary information from the Holders, as reasonably determined
          upon consultation with counsel to Peoples, to cause the Registration
          Statement to become effective as soon as practicable after the Filing
          Date, but in no event later than 60 days following the Filing Date,
          unless under review by the SEC (the "Effective Date");

               (v) use its commercially reasonable efforts to keep the
          Registration Statement continuously effective under the Securities
          Act, and prepare and file with the SEC such amendments to the
          Registration Statement and amendments and supplements to the
          Prospectus required by the Securities Act in order to permit the
          Holders to use the Prospectus forming part of the Registration
          Statement until the earlier of (i) the second anniversary of the
          Closing Date or (ii) the date on which all of the Registrable
          Securities covered by the Registration Statement have been sold
          thereunder;

               (vi) furnish to each Holder, without charge, as many copies of
          the Registration Statement, the Prospectus (including any preliminary
          prospectus), any amendment or supplement thereto, and such other
          documents as such Holder may reasonably request; provided, however,
          that the obligation of Peoples to deliver copies of the Prospectus,
          and amendments or supplements thereto, to the Holder shall be subject
          to the receipt by Peoples of reasonable assurances from such Holder
          that the Holder will comply with the applicable provisions of the
          Securities Act and of such other securities or blue sky laws as may be
          applicable in connection with any use of such Prospectus or any
          amendments or supplements thereto;

               (vii) arrange, if necessary, for the registration or
          qualification of the Registrable Securities under the securities or
          blue sky laws of such states specified in writing by any of the
          Holders and maintain such registration or qualification in effect so
          long as required; provided, however, that Peoples shall not be
          required to qualify to do business or consent to service of process in
          any jurisdiction in which it is not then so qualified or has not so
          consented;

               (viii) bear all fees and expenses in connection with the
          procedures in this Section 2.1 and the registration of the Registrable
          Securities pursuant to the Registration Statement;

               (ix) advise the Holders, promptly after it shall receive notice
          or obtain knowledge of the issuance of any stop order by the SEC
          delaying or suspending the effectiveness of the Registration Statement
          or of the initiation of any proceeding for that purpose, and use its
          commercially reasonable efforts to prevent the issuance of any stop
          order or to obtain its withdrawal at the earliest possible moment if
          such stop order should be issued;

               (x) advise the Holders promptly after it shall receive notice or
          obtain knowledge of the issuance of any suspension of the registration
          or qualification of the Registrable Securities for sale in any
          jurisdiction or of the initiation of any proceeding for that purpose,
          and use its commercially reasonable efforts to prevent such event or
          to obtain reinstatement of the registration or qualification of the
          Registrable Securities at the earliest possible moment if such event
          occurs; and

               (xi) ensure that the Registration Statement and any amendment or
          supplement thereto and any Prospectus forming part thereof, and any
          amendment or supplement thereto (i) complies with the applicable
          requirements of the Securities Act and (ii) does not contain any
          untrue statement of a material fact or omit to state a material fact
          necessary to make the statements therein, in light of the
          circumstances under which they were made, not misleading.

          (b) With a view to making available to the Holders the benefits of
     Rule 144 and any other Rule that may at any time permit the Holders to sell
     Registrable Securities to the public without registration, Peoples
     covenants and agrees to: (i) make and keep public information available, as
     those terms are understood and defined in Rule 144, until the earlier of
     (A) such date as all of the Registrable Securities may be resold pursuant
     to Rule 144(k) or any other Rule of similar effect or (B) such date as all
     of the Holders' Registrable Securities shall have been resold; (ii) file
     with the SEC in a timely manner all reports and other documents required of
     Peoples under the Securities Act and under the Exchange Act; (iii) furnish
     to any Holder upon request, as long as such Holder owns any Registrable
     Securities, (A) a written statement by Peoples that it has complied with
     the reporting requirements of the Securities Act and the Exchange Act, (B)
     a copy of Peoples' most recent Annual Report on Form 10-K or Quarterly
     Report on Form 10-Q, and (C) such other information as may be reasonably
     requested in order to avail such Holder of any Rule that permits the
     selling of any such Registrable Securities without registration; and (iv)
     subject to the conditions set forth in this Agreement, and provided the
     conditions of Rule 144(k) are satisfied in all respects, including without
     limitation, that such Holder is not an Affiliate of Peoples, as such term
     is defined in Rule 144, use commercially reasonable efforts to cause the
     removal of any restrictive legends on the Registrable Securities necessary
     to enable such Holder to sell the Registrable Securities under Rule 144(k).

          (c) It shall be a condition precedent to the obligations of Peoples to
     take any action pursuant to this Section 2.1 that any Holder shall furnish
     to Peoples, pursuant to the written request by Peoples, such information
     regarding the Holder, the Registrable Securities to be sold by the Holder
     and the intended method of disposition of such Registrable Securities as
     shall be required to effect the registration of the Registrable Securities.





     2.2 Suspension.

          (a) Each Holder agrees that such Holder will promptly notify Peoples
     of any changes in the information set forth in the Registration Statement
     regarding the Holder or the Holder's plan of distribution.

          (b) Except in the event that paragraph (c) below applies, Peoples
     shall: (i) if deemed necessary by Peoples, prepare and file from time to
     time with the SEC a post-effective amendment to the Registration Statement
     or a supplement to the Prospectus forming a part thereof or a supplement or
     amendment to any document incorporated therein by reference or file any
     other required document so that such Registration Statement will not
     contain an untrue statement of a material fact or omit to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and so that, as thereafter delivered to purchasers
     of the Registrable Securities being sold thereunder, such Prospectus,
     Supplement or amendment will not contain an untrue statement of a material
     fact or omit to state a material fact required to be stated therein or
     necessary to make the statements therein, in light of the circumstances
     under which they were made, not misleading and (ii) promptly inform each
     Holder that Peoples has complied with its obligations in Section 2.2(b)(i)
     (or that, if Peoples has filed a post-effective amendment to the
     Registration Statement which has not yet been declared effective, Peoples
     will notify each Holder to that effect, will use its commercially
     reasonable efforts to secure the effectiveness of such post-effective
     amendment as promptly as possible and will promptly notify each Holder
     pursuant to Section 2.2(b)(i) hereof when the amendment has become
     effective).

          (c) Subject to paragraph (d) below, in the event: (i) of any request
     by the SEC or any other federal or state governmental authority during the
     period of effectiveness of the Registration Statement for amendments or
     supplements to the Registration Statement or related Prospectus or for
     additional information; (ii) of the issuance by the SEC or any other
     federal or state governmental authority of any stop order suspending the
     effectiveness of the Registration Statement or the initiation of any
     proceedings for that purpose; (iii) of the receipt by Peoples of any
     notification with respect to the suspension of the registration or
     qualification or exemption from registration or qualification of any of the
     Registrable Securities for sale in any jurisdiction or the initiation of
     any proceeding for such purpose; or (iv) of any material event or
     circumstance which, in the reasonable judgment of Peoples, necessitates the
     making of any changes in the Registration Statement or Prospectus, or any
     document incorporated or deemed to be incorporated therein by reference, so
     that, in the case of the Registration Statement, it will not contain any
     untrue statement of a material fact or any omission to state a material
     fact required to be stated therein or necessary to make the statements
     therein not misleading, and that in the case of the Prospectus, it will not
     contain any untrue statement of a material fact or any omission to state a
     material fact required to be stated therein or necessary to make the
     statements therein, in the light of the circumstances under which they were
     made, not misleading; then Peoples shall deliver a certificate in writing
     to each Holder (the "Suspension Notice") to the effect of the foregoing
     and, upon receipt of such Suspension Notice, each Holder will refrain from
     selling any Registrable Securities pursuant to the Registration Statement
     (a "Suspension") until such Holder's receipt of copies of a supplemented or
     amended Prospectus prepared and filed by Peoples, or until it is advised in
     writing by Peoples that any stop order suspending the effectiveness of the
     Registration Statement has been withdrawn, that the registration or
     qualification of the Registrable Securities has been reinstated in such
     jurisdiction or that the current Prospectus may be used, as appropriate,
     and has received copies of any additional or supplemental filings that are
     incorporated or deemed incorporated by reference in any such Prospectus. In
     the event of any Suspension, Peoples will use its commercially reasonable
     efforts to cause the use of the Prospectus so suspended to be resumed as
     soon as reasonably practicable, and in no event later than 20 business
     days, after delivery of a Suspension Notice to each Holder.

          (d) Notwithstanding the foregoing paragraphs of this Section 2.2, the
     Holders shall not be prohibited from selling Registrable Securities under
     the Registration Statement as a result of Suspensions on more than two
     occasions of not more than sixty (60) days each in any twelve (12) month
     period, unless, in the good faith judgment of Peoples' Board of Directors,
     upon advice of counsel, the sale of Registrable Securities under the
     Registration Statement in reliance on this paragraph 2.2(d) would be
     reasonably likely to cause a violation of the Securities Act or the
     Exchange Act and result in potential liability to Peoples.

          (e) Provided that a Suspension is not then in effect, any Holder may
     sell Registrable Securities under the Registration Statement, provided that
     such Holder arranges for delivery of a current Prospectus to the transferee
     of such Registrable Securities.

          (f) In the event of a sale of Registrable Securities by any Holder,
     such Holder must also deliver to Peoples' transfer agent, with a copy to
     Peoples, a Certificate of Subsequent Sale substantially in the form
     attached hereto as Exhibit A, so that Peoples Shares may be properly
     transferred.

     2.3 Indemnification.

          (a) For the purpose of this Section 2.3, the term "Untrue Statement"
     shall include any untrue statement or alleged untrue statement, or any
     omission or alleged omission to state in the Registration Statement or the
     Prospectus a material fact required to be stated therein or necessary to
     make the statements therein, in the light of the circumstances under which
     they were made, not misleading.

          (b) Peoples agrees to indemnify and hold harmless each Holder from and
     against any losses, claims, damages or liabilities to which such Holder may
     become subject (under the Securities Act or otherwise) insofar as such
     losses, claims, damages or liabilities (or actions or proceedings in
     respect thereof) arise out of, or are based upon (i) any Untrue Statement
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof, supplement thereto, or document incorporated by
     reference therein, or (ii) any failure by Peoples to fulfill any
     undertaking of Peoples included in this Agreement or the Registration
     Statement (including the Prospectus), and Peoples will reimburse such
     Holder for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim, provided, however, that Peoples shall not be liable in any such
     case to the extent that such loss, claim, damage or liability arises out
     of, or is based upon, an Untrue Statement made in such Registration
     Statement (including the Prospectus) in reliance upon and in conformity
     with written information furnished to Peoples by or on behalf of any such
     Holder specifically for inclusion in the Registration Statement, the
     failure of such Holder to comply with its covenants and agreements
     contained in Section 2.2 hereof, or any statement or omission in the
     Prospectus that is corrected in any amendment or supplement thereto that
     was timely delivered to a Holder by Peoples in accordance with this
     Agreement and prior to the pertinent sale or sales by such Holder.

          (c) Each Holder agrees to indemnify and hold harmless the other
     Holders and Peoples (and each person, if any, who controls Peoples within
     the meaning of Section 15 of the Securities Act, each officer of Peoples
     who signs the Registration Statement and each director of Peoples) from and
     against any losses, claims, damages or liabilities to which the other
     Holders or Peoples (or any such officer, director or controlling person of
     Peoples) may become subject (under the Securities Act or otherwise) insofar
     as such losses, claims, damages or liabilities (or actions or proceedings
     in respect thereof) arise out of, or are based upon, (A) any failure of
     such Holder to comply with its covenants and agreements contained in
     Section 2.2 hereof, or (B) any Untrue Statement of a material fact
     contained in the Registration Statement as originally filed or in any
     amendment thereof, including any Untrue Statement in the Prospectus or in
     any amendment thereof or supplement thereto, if such Untrue Statement was
     made in reliance upon and in conformity with written information furnished
     by or on behalf of such Holder specifically for inclusion in the
     Registration Statement, and such Holder will reimburse the other Holders
     and Peoples (or such officer, director or controlling person of Peoples),
     as the case may be, for any legal or other expenses reasonably incurred in
     investigating, defending or preparing to defend any such action, proceeding
     or claim.

          (d) Promptly after receipt by any indemnified person of a notice of a
     claim or the beginning of any action or proceeding in respect of which
     indemnity is to be sought against an indemnifying person pursuant to this
     Section 2.3, such indemnified person shall notify the indemnifying person
     in writing of such claim or of the commencement of such action or
     proceeding, but the omission to so notify the indemnifying party will not
     relieve it from any liability which it may have to any indemnified party
     under this Section 2.3 (except to the extent that such omission materially
     and adversely affects the indemnifying party's ability to defend such
     claim, action or proceeding) or from any liability otherwise than under
     this Section 2.3. Subject to the provisions hereinafter stated, in case any
     such action or proceeding shall be brought against an indemnified person,
     the indemnifying person shall be entitled to participate therein, and, to
     the extent that it shall elect by written notice delivered to the
     indemnified party promptly after receiving the aforesaid notice from such
     indemnified party, shall be entitled to assume the defense thereof, with
     counsel reasonably satisfactory to such indemnified person. After notice
     from the indemnifying person to such indemnified person of its election to
     assume the defense thereof, such indemnifying person shall not be liable to
     such indemnified person for any legal expenses subsequently incurred by
     such indemnified person in connection with the defense thereof, provided,
     however, that if there shall exist a conflict of interest that would make
     it inappropriate, in the reasonable opinion of counsel to the indemnified
     person, for the same counsel to represent both the indemnified person and
     such indemnifying person or any affiliate or associate thereof, the
     indemnified person shall be entitled to retain its own counsel at the
     expense of such indemnifying person; provided, however, that no
     indemnifying person shall be responsible for the fees and expenses of more
     than one counsel (in addition to appropriate local counsel) for all
     indemnified parties. In no event shall any indemnifying person be liable in
     respect of any amounts paid in settlement of any action or proceeding
     unless the indemnifying person shall have approved the terms of such
     settlement; provided that such consent shall not be unreasonably withheld
     or delayed. No indemnifying person shall, without the prior written consent
     of the indemnified person, effect any settlement of any pending or
     threatened action or proceeding in respect of which any indemnified person
     is or could have been a party and indemnification could have been sought
     hereunder by such indemnified person, unless such settlement includes an
     unconditional release of such indemnified person from all liability on
     claims that are the subject matter of such action or proceeding.

          (e) If the indemnification provided for in this Section 2.3 is
     unavailable to or insufficient to hold harmless an indemnified person under
     subsection (b) or (c) above in respect of any losses, claims, damages or
     liabilities (or actions or proceedings in respect thereof) referred to
     therein, then each indemnifying party shall contribute to the amount paid
     or payable by such indemnified party as a result of such losses, claims,
     damages or liabilities (or actions or proceedings in respect thereof) in
     such proportion as is appropriate to reflect the relative fault of Peoples
     on the one hand and the Holders on the other in connection with the
     statements or omissions or other matters which resulted in such losses,
     claims, damages or liabilities (or actions or proceedings in respect
     thereof), as well as any other relevant equitable considerations. The
     relative fault shall be determined by reference to, among other things, in
     the case of an Untrue Statement, whether the Untrue Statement relates to
     information supplied by Peoples on the one hand or a Holder on the other
     and the parties' relative intent, knowledge, access to information and
     opportunity to correct or prevent such Untrue Statement. Peoples and the
     Holders agree that it would not be just and equitable if contribution
     pursuant to this subsection (e) were determined by pro rata allocation
     (even if the Holders were treated as one entity for such purpose) or by any
     other method of allocation which does not take into account the equitable
     considerations referred to above in this subsection (e). The amount paid or
     payable by an indemnified party as a result of the losses, claims, damages
     or liabilities (or actions or proceedings in respect thereof) referred to
     above in this subsection (e) shall be deemed to include any legal or other
     expenses reasonably incurred by such indemnified party in connection with
     investigating or defending any such action or claim. Notwithstanding the
     provisions of this subsection (e), no Holder shall be required to
     contribute any amount in excess of the amount by which the gross amount
     received by such Holder from the sale of such Holder's Registrable
     Securities to which such loss relates exceeds the amount of any damages
     which such Holder has otherwise been required to pay by reason of such
     Untrue Statement. No person guilty of fraudulent misrepresentation (within
     the meaning of Section 11(f) of the Securities Act) shall be entitled to
     contribution from any person who was not guilty of such fraudulent
     misrepresentation. The Holders' obligations in this subsection to
     contribute are several in proportion to their sales of Registrable
     Securities to which such loss relates and not joint.

          (f) The parties to this Agreement hereby acknowledge that they are
     sophisticated business persons who were represented by counsel during the
     negotiations regarding the provisions hereof including, without limitation,
     the provisions of this Section 2.3, and are fully informed regarding said
     provisions. They further acknowledge that the provisions of this Section
     2.3 fairly allocate the risks in light of the ability of the parties to
     investigate Peoples and its business in order to assure that adequate
     disclosure is made in the Registration Statement as required by the
     Securities Act and the Exchange Act. The parties are advised that federal
     or state public policy as interpreted by the courts in certain
     jurisdictions may be contrary to certain of the provisions of this Section
     2.3.

          2.4 Termination of Conditions and Obligations. The restrictions
     imposed by Section 2.6 upon the transferability of the Registrable
     Securities shall cease and terminate as to any particular number of the
     Registrable Securities when an opinion of counsel reasonably satisfactory
     to Peoples shall have been rendered to the effect that such conditions are
     not necessary in order to comply with the Securities Act. [Note: Shares
     sold under the Registration Statement do not fall within the definition of
     Registrable Securities]

          2.5 Information Available. So long as the Registration Statement is
     effective covering the resale of Registrable Securities owned by any
     Holder, Peoples:

               (g) will furnish to each Holder, as soon as practicable after it
          is available, one copy of (i) its annual report to shareholders (which
          annual report shall contain financial statements audited in accordance
          with generally accepted accounting principles in the United States by
          a national firm of certified public accountants registered with the
          Public Company Accounting Oversight Board) and (ii) if not included in
          substance in the annual report to shareholders, its Annual Report on
          Form 10-K (the foregoing, in each case, excluding exhibits);

               (h) will furnish to each Holder, upon the request of the Holder,
          all exhibits to the documents referred to in Section 2.5(a) filed with
          the SEC and all other information that is made available to
          shareholders; and

               (i) upon the reasonable request of any Holder, will meet with
          such Holder or a representative thereof at Peoples' headquarters to
          discuss all information relevant for disclosure in the Registration
          Statement and will otherwise cooperate with any Holder conducting an
          investigation for the purpose of reducing or eliminating such Holder's
          exposure to liability under the Securities Act, including the
          reasonable production of information at Peoples' headquarters;
          provided, that Peoples shall not be required to disclose any
          confidential information to or meet at its headquarters with any
          Holder until and unless such Holder shall have entered into a
          confidentiality agreement in form and substance reasonably
          satisfactory to Peoples with Peoples with respect thereto.

     2.6 Restrictions on Transfer.

               (j) Each Holder agrees not to make any disposition of all or any
          portion of the Registrable Securities unless and until:

                    (i) The Registration Statement is declared effective under
               the Securities Act and such disposition is made in accordance
               with the Registration Statement; or

                    (ii) (A) the transferee has agreed in writing to be bound by
               the terms of this Agreement, (B) such Holder shall have notified
               Peoples of the proposed disposition and shall have furnished
               Peoples with a detailed statement of the circumstances
               surrounding the proposed disposition, and (C) if reasonably
               requested by Peoples, such Holder shall have furnished Peoples
               with an opinion of counsel, reasonably satisfactory to Peoples,
               that such disposition will not require registration of such
               Registrable Securities under the Securities Act. It is agreed
               that Peoples will not require opinions of counsel for
               transactions made pursuant to Rule 144, except in unusual
               circumstances.

               (k) Notwithstanding the provisions of subsection (a) above, no
          such restriction shall apply to a transfer by any Holder transferring
          the Holder's Registrable Securities to an individual Holder's family
          member or a trust, partnership or limited liability company for the
          benefit of an individual Holder or such Holder's family member;
          provided that in each case the transferee will agree in writing to be
          subject to the terms of this Agreement to the same extent as if the
          transferee was an original Holder hereunder.

               (l) Each certificate representing Registrable Securities shall be
          stamped or otherwise imprinted with legends substantially similar to
          the following (in addition to any legend required under applicable
          state securities laws):

          THE COMMON SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
          THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR
          OTHERWISE TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS AND
          UNTIL REGISTERED UNDER THE ACT OR UNLESS PEOPLES BANCORP INC. (THE
          "COMPANY") HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORY TO THE
          COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

          THE SALE, PLEDGE, ASSIGNMENT, HYPOTHECATION OR TRANSFER OF THE COMMON
          SHARES REPRESENTED BY THIS CERTIFICATE IS SUBJECT TO THE TERMS AND
          CONDITIONS OF A CERTAIN REGISTRATION rights agreement, DATED may 28,
          2004, to which the SHAREholder and the company are parties. Copies of
          such agreement may be obtained upon written request to the secretary
          of the company.

               (m) Peoples shall be obligated to reissue promptly unlegended
          certificates at the request of any Holder thereof if Peoples has
          completed the registration contemplated by this Agreement.

               (n) Any legend endorsed on a certificate pursuant to applicable
          state securities laws and the stop-transfer instructions with respect
          to such Registrable Securities shall be removed upon receipt by
          Peoples of an order of the appropriate blue sky authority evidencing
          that such legend is no longer required.

          2.7 Furnishing Information. It shall be a condition precedent to the
     obligations of Peoples to take any action pursuant to Section 2.2 that all
     selling Holders shall furnish to Peoples such information regarding
     themselves, the Registrable Securities held by them and the intended method
     of disposition of such Registrable Securities as shall be required to
     effect the registration of their Registrable Securities.

          2.8 Assignment of Registration Rights. The rights to cause Peoples to
     register Registrable Securities pursuant to this Agreement may not be
     assigned by a Holder, except in connection with a transfer of Registrable
     Securities permitted under Section 2.6(b).

          2.9 Agreement to Furnish Information. If requested by Peoples, each
     Holder shall provide, within ten (10) days of such request, such
     information as may be required by Peoples in connection with the completion
     of any public offering of Peoples' securities pursuant to a registration
     statement filed under the Securities Act. The obligations described in this
     Section 2.9 shall not apply to a Special Registration Statement. Each
     Holder agrees that any transferee of any Registrable Securities shall be
     bound by this Section 2.9.

     Section 3. MISCELLANEOUS.

          3.1 Governing Law. This Agreement shall be governed by and construed
     under the laws of the State of Ohio as applied to agreements among Ohio
     residents entered into and to be performed entirely within Ohio.

          3.2 Successors and Assigns. Except as otherwise expressly provided
     herein, the provisions hereof shall inure to the benefit of, and be binding
     upon, the successors, assigns, heirs, executors, and administrators of the
     parties hereto and shall inure to the benefit of and be enforceable by each
     person who shall be a holder of Registrable Securities from time to time.

          3.3 Entire Agreement. This Agreement, the Exhibits hereto, the
     Agreement and Plan of Merger and the other documents delivered pursuant
     thereto constitute the full and entire understanding and agreement among
     the parties with regard to the subjects hereof.

          3.4 Severability. In the event one or more of the provisions of this
     Agreement should, for any reason, be held to be invalid, illegal or
     unenforceable in any respect, such invalidity, illegality, or
     unenforceability shall not affect any other provisions of this Agreement,
     and this Agreement shall be construed as if such invalid, illegal or
     unenforceable provision had never been contained herein.

          3.5 Amendment and Waiver.

               (a) Except as otherwise expressly provided, this Agreement may be
          amended or modified only upon the written consent of Peoples and the
          Holders of at least a majority of the Registrable Securities.

               (b) Except as otherwise expressly provided, the obligations of
          Peoples and the rights of the Holders under this Agreement may be
          waived only with the written consent of the Holders of at least a
          majority of the Registrable Securities.

               (c) For the purposes of determining the number of Holders
          entitled to vote or exercise any rights hereunder, Peoples shall be
          entitled to rely solely on the list of record holders of its Peoples
          Shares common stock as maintained by or on behalf of Peoples.

               (d) Any amendment or waiver effected in accordance with this
          Section 3.5 shall be binding upon each Holder and Peoples. By
          accepting the benefits conferred under this Agreement, the Holders
          hereby agree to be bound by the provisions of this Section 3.5.

          3.6 Delays or Omissions. It is agreed that no delay or omission to
     exercise any right, power, or remedy accruing to any Holder, upon any
     breach, default or noncompliance of Peoples under this Agreement shall
     impair any such right, power, or remedy, nor shall it be construed to be a
     waiver of any such breach, default or noncompliance, or any acquiescence
     therein, or of any similar breach, default or noncompliance thereafter
     occurring. It is further agreed that any waiver, permit, consent, or
     approval of any kind or character on any Holder's part of any breach,
     default or noncompliance under this Agreement or any waiver on such
     Holder's part of any provisions or conditions of this Agreement must be in
     writing and shall be effective only to the extent specifically set forth in
     such writing. All remedies, either under this Agreement, by law, or
     otherwise afforded to Holders, shall be cumulative and not alternative.

          3.7 Notices. All notices required or permitted hereunder shall be in
     writing and shall be deemed effectively given: (a) upon personal delivery
     to the party to be notified, (b) when sent by confirmed electronic mail or
     facsimile if sent during normal business hours of the recipient; if not,
     then on the next business day, (c) five (5) days after having been sent by
     registered or certified mail, return receipt requested, postage prepaid, or
     (d) one (1) day after deposit with a nationally recognized overnight
     courier, specifying next day delivery, with written verification of
     receipt. All communications shall be sent to the party to be notified at
     the address as set forth on the signature pages hereof or Exhibit B hereto
     or at such other address as such party may designate by ten (10) days
     advance written notice to the other parties hereto.

          3.8 Attorneys' Fees. In the event that any suit or action is
     instituted to enforce any provision in this Agreement, the prevailing party
     in such dispute shall be entitled to recover from the losing party all
     fees, costs and expenses of enforcing any right of such prevailing party
     under or with respect to this Agreement, including without limitation, such
     reasonable fees and expenses of attorneys and accountants, which shall
     include, without limitation, all fees, costs and expenses of appeals.

          3.9 Titles and Subtitles. The titles of the sections and subsections
     of this Agreement are for convenience of reference only and are not to be
     considered in construing this Agreement.

          3.10 Counterparts. This Agreement may be executed in any number of
     counterparts, each of which shall be an original, but all of which together
     shall constitute one instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights
Agreement as of the date set forth in the first paragraph hereof.


Peoples Bancorp Inc.                      /s/ James Barengo
                                              ----------------------
                                              James Barengo


By: /s/ Mark F. Bradley                  /s/ Randall T. Barengo
        ---------------                      -----------------------
        Mark F. Bradley                      Randall T. Barengo
Its:    Chief Operating Officer



<PAGE>

                                   EXHIBIT A

                         CERTIFICATE OF SUBSEQUENT SALE


[Date]

Registrar and Transfer Company
10 Commerce Drive
Cranford, NJ  07016

Re: Sale of Common Share of Peoples Bancorp Inc. (the "Company") pursuant to
    the Company's Prospectus dated ________________, (the "Prospectus")

Dear Sir/Madam:

The undersigned hereby certifies, in connection with the sale of Common Shares
of the Company included in the table of Selling Shareholders in the Prospectus,
that the undersigned has sold the Common Shares pursuant to the Prospectus and
in a manner described under the caption "Plan of Distribution" in the Prospectus
and that such sale complies with all applicable securities laws, including,
without limitation, the Prospectus delivery requirements of the Securities Act
of 1933, as amended.

   Selling Shareholder(s) [the beneficial owner(s)]:______________________

   _______________________________________________________________________

   Record Holder(s) [e.g, if held in name of nominee(s)]: ________________

   _______________________________________________________________________

   Restricted Stock Certificate No.(s): __________________________________

   Number of Common Shares Sold: _________________________________________

   Date of Sale: _________________________________________________________

In the event you receive a stock certificate(s) representing more Common Shares
than have been sold by the undersigned, then you should return to the
undersigned a new issued certificate for such excess Common Shares in the name
of the Record Holder.

Very truly yours,



____________________________
[Signature]


cc: Charles R. Hunsaker, General Counsel
    Peoples Bancorp Inc.


<PAGE>


                                    EXHIBIT B


                              Barengo Shareholders


James Barengo                    106 Country Club Drive

                                 Marietta, Ohio 45750


Randall T. Barengo               38 Maple Shade Drive

                                 Marietta, Ohio 45750

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5
<SEQUENCE>4
<FILENAME>exhibit5.txt
<DESCRIPTION>EXHIBIT 5.1 OPINION LETTER
<TEXT>
                                                                     EXHIBIT 5.1

                                  June 18, 2004



Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750

         Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

         I have acted as counsel to Peoples Bancorp Inc., an Ohio corporation
(the "Company"), in connection with the preparation and filing on the date
hereof, with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), for the purpose of
registering 306,582 common shares, without par value (the "Shares"), of the
Company. The Shares are to be offered and sold by certain selling shareholders
of the Company.

         In reaching the opinions set forth herein, I have examined and am
familiar with the originals or copies, certified or otherwise, of such documents
and records of the Company and such statutes, regulations and other instructions
as I have deemed necessary or advisable for purposes of this opinion, including
(i) the Registration Statement; (ii) the Amended Articles of Incorporation of
the Company, as amended to date; (iii) the Code of Regulations of the Company,
as amended to date; (iv)(a) the Asset Purchase Agreement dated April 7, 2004 by
and among Putnam Agency, Inc., Thomas G. Chaffin, Dana N. Conley, Charles R.
Lowe, Clarence C. Massey, Laura A. Morris, Thomas C. Phipps, Donald H. Putnam,
Jr., Donald H. Putnam, Jr., Trustee U/A DTD May 7, 1993, FBO Donald H. Putnam,
Jr., Revocable Trust and Erland P. Stevens, Jr. and Peoples Bancorp Inc. and
Peoples Insurance Agency, Inc., (b) the Registration Rights Agreement dated as
of April 30, 2004 by and among Putnam Agency, Inc., Thomas G. Chaffin, Dana N.
Conley, Charles R. Lowe, Clarence C. Massey, Laura A. Morris, Thomas C. Phipps,
Donald H. Putnam, Jr. and Donald H. Putnam, Jr., Trustee U/A DTD May 7, 1993,
FBO Donald H. Putnam, Jr. Revocable Trust and Erland P. Stevens, Jr., and
Peoples Bancorp Inc., (c) the Agreement and Plan of Merger dated as of May 28,
2004 by and among Peoples Bancorp Inc., Peoples Insurance Agency, Inc., Barengo
Insurance Agency, Inc., James Barengo and Randall T. Barengo, and (d) the
Registration Rights Agreement dated as of May 28, 2004 by and among James
Barengo, Randall T. Barengo and Peoples Bancorp Inc.; and (v) certain
resolutions adopted by the Board of Directors of the Company.

         In my examinations and in reaching the opinions set forth below, I have
assumed, without independent investigation or examination, that (i) all
information contained in all documents reviewed by me is true, correct and
complete, (ii) all signatures on all documents reviewed by me are genuine, (iii)
all documents submitted to me as originals are true and complete, (iv) all
documents submitted to me as copies are true and complete copies of the
originals thereof and such originals are authentic and (v) all persons executing
and delivering originals or copies of documents examined by me are competent to
execute and deliver such documents. As to the facts material to my opinion
expressed herein, which are not independently established or verified, I have
relied upon oral or written statements of officers and other representatives of
the Company.

         Based on the foregoing, and having due regard for the legal
considerations I deem relevant, I am of the opinion that the Shares are validly
issued, fully paid and non-assessable.

         As General Counsel to the Company, I am an employee and officer of the
Company.

         I am a member of the Bar of the State of Ohio and do not purport to
have expertise in the laws of any jurisdiction other than the laws of the State
of Ohio and the laws of the United States of America. Accordingly, my opinions
are limited to the laws of the State of Ohio and the laws of the United States
of America. I express no opinion as to the application of the securities or blue
sky laws of the several states to the offer or sale of the Shares. Without
limiting the generality of the foregoing, except as set forth herein, I express
no opinion in connection with the matters contemplated by the Registration
Statement, and no opinion may be implied or inferred, except as expressly set
forth herein.

         This opinion is based upon the laws and legal interpretations in
effect, and the facts and circumstances existing, on the date hereof, and I
assume no obligation to revise or supplement this opinion should any such law or
legal interpretation be changed by legislative action, judicial interpretation
or otherwise or should there be any change in such facts and circumstances.

         This opinion letter may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to me under the caption "Legal
Matters" in the Registration Statement and in the Prospectus included in the
Registration Statement as having passed on the validity of the Shares of the
Company. In giving this consent, however, I do not thereby admit that I fall
within the category of persons whose consent is required under Section 7 of the
Securities Act or the rules and regulations of the Commission promulgated
thereunder.

                                            Very truly yours,

                                        /s/ Charles R. Hunsaker

                                            Charles R. Hunsaker
                                            General Counsel


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>exhibit23.txt
<DESCRIPTION>EXHIBIT 23.1 ERNST & YOUNG CONSENT
<TEXT>
   Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Peoples Bancorp,
Inc. for the registration of 306,582 shares of its common stock and to the
incorporation by reference therein of our report dated February 19, 2004, with
respect to the consolidated financial statements of Peoples Bancorp, Inc.
included in its Annual Report (Form 10-K) for the year ended December 31, 2003,
filed with the Securities and Exchange Commission.


/s/ Ernst & Young LLP


Charleston, West Virginia
June 17, 2004








</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>exhibit24.txt
<DESCRIPTION>EXHIBIT 24.1 POWER-OF-ATTORNEY
<TEXT>
                                                                    EXHIBIT 24.1

                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and director of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 relating to the offering from time to time by the holders
thereof of up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Mark F. Bradley, John W. Conlon, and Charles R.
Hunsaker, or any of them, as his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement on Form S-3, any and all amendments (including post-effective
amendments) and documents and instruments related thereto and any request to
accelerate the effectiveness of such Registration Statement on Form S-3, and to
file the same, with any and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The Nasdaq
Stock Market, and grants unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                 /s/ ROBERT E. EVANS
                                     -----------------------------------
                       Printed Name: Robert E. Evans



<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and director of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Registration
Statement on Form S-3 relating to the offering from time to time by the holders
thereof of up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, John W. Conlon, and Charles R.
Hunsaker, or any of them, as his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement on Form S-3, any and all amendments (including post-effective
amendments) and documents and instruments related thereto and any request to
accelerate the effectiveness of such Registration Statement on Form S-3, and to
file the same, with any and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The Nasdaq
Stock Market, and grants unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                  /s/ MARK F. BRADLEY
                                      ----------------------------------
                        Printed Name: Mark F. Bradley


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                  /s/ GEORGE W. BROUGHTON
                                      ---------------------------------
                        Printed Name: George W. Broughton


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                  /s/ FRANK L. CHRISTY
                                      ----------------------------------
                        Printed Name: Frank L. Christy


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                  /s/ WILFORD D. DIMIT
                                      ----------------------------------
                        Printed Name: Wilford D. Dimit


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                  /s/ PAUL T. THEISEN
                                      ----------------------------------
                        Printed Name: Paul T. Theisen


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                   /s/ JOSEPH H. WESEL
                                       ---------------------------------
                         Printed Name: Joseph H. Wesel

<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 10th day of June, 2004.

                                   /s/ THOMAS J. WOLF
                                       ---------------------------------
                         Printed Name: Thomas J. Wolf


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley and Charles R.
Hunsaker, or any of them, as his true and lawful attorneys-in-fact and agents,
each with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign such Registration
Statement on Form S-3, any and all amendments (including post-effective
amendments) and documents and instruments related thereto and any request to
accelerate the effectiveness of such Registration Statement on Form S-3, and to
file the same, with any and all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission and The Nasdaq
Stock Market, and grants unto each of said attorneys-in-fact and agents, and
substitute or substitutes, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 14th day of June, 2004.

                                   /s/ JOHN W. CONLON
                                       ---------------------------------
                         Printed Name: John W. Conlon


<PAGE>


                                POWER OF ATTORNEY


                  KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Registration Statement
on Form S-3 relating to the offering from time to time by the holders thereof of
up to 306,582 common shares, without par value, of the Company hereby
constitutes and appoints Robert E. Evans, Mark F. Bradley, John W. Conlon, and
Charles R. Hunsaker, or any of them, as his true and lawful attorneys-in-fact
and agents, each with full power of substitution and resubstitution, for him and
in his name, place and stead, in any and all capacities, to sign such
Registration Statement on Form S-3, any and all amendments (including
post-effective amendments) and documents and instruments related thereto and any
request to accelerate the effectiveness of such Registration Statement on Form
S-3, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

                  IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 11th day of June, 2004.

                                   /s/ DONALD J. LANDERS, JR.
                                       ---------------------------------
                        Printed Name:  Donald J. Landers, Jr.


</TEXT>
</DOCUMENT>
</SUBMISSION>
