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<SEC-DOCUMENT>0000318300-04-000151.txt : 20040816
<SEC-HEADER>0000318300-04-000151.hdr.sgml : 20040816
<ACCEPTANCE-DATETIME>20040816160143
ACCESSION NUMBER:		0000318300-04-000151
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040816
ITEM INFORMATION:		Other events
ITEM INFORMATION:		Financial statements and exhibits
FILED AS OF DATE:		20040816

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			PEOPLES BANCORP INC
		CENTRAL INDEX KEY:			0000318300
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				310987416
		STATE OF INCORPORATION:			OH
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-16772
		FILM NUMBER:		04978743

	BUSINESS ADDRESS:	
		STREET 1:		138 PUTNAM ST
		STREET 2:		P O BOX 738
		CITY:			MARIETTA
		STATE:			OH
		ZIP:			45750-0738
		BUSINESS PHONE:		7403733155
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k3qdiv04.txt
<DESCRIPTION>FORM 8K 3Q DIVIDEND
<TEXT>


               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 8-K

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


Date of Report (Date of earliest event reported)   August 13, 2004
- ------------------------------------------------   ---------------


                              PEOPLES BANCORP INC.
     -----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


                                     0-16772
                  ---------------------------------------------
                             Commission File Number


                   Ohio                                 31-0987416
- ----------------------------------------------    -----------------------
(State or other jurisdiction of incorporation)    (I.R.S. Employer
                                                   Identification Number)


                 138 Putnam Street
                   P.O. Box 738,
                   Marietta, Ohio                              45750
 ---------------------------------------------------    ---------------------
      (Address of principal executive office)                (Zip Code)


Registrant's telephone number, including area code:     (740) 373-3155
                                                        ---------------------


                                 Not applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

                           Index to Exhibits on Page 3

<PAGE>



Item 5.  Other Events and Regulation FD Disclosure
         The Board of Directors of Peoples Bancorp Inc. (Nasdaq: PEBO) yesterday
declared a cash dividend of $0.18 per share. The release is included herewith
as Exhibit 99.

Item 7.  Financial Statements and Exhibits
         (a) None required
         (b) None required
         (c) Exhibits


    EXHIBIT NUMBER                 DESCRIPTION
- -----------------------      -----------------------------------
        99                   News Release issued August 13, 2004




<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



DATE:  August 16, 2004                    PEOPLES BANCORP INC.
                                          --------------------
                                          Registrant



                                  By:/s/  MARK F. BRADLEY
                                          -------------------------------------
                                          Mark F. Bradley
                                          President and Chief Operating Officer



                                INDEX TO EXHIBITS


    EXHIBIT NUMBER                 DESCRIPTION
- -----------------------      -----------------------------------
        99                   News Release issued August 13, 2004


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit99.txt
<DESCRIPTION>3Q DIVIDEND NEWS RELEASE
<TEXT>
                                   EXHIBIT 99


                   PEOPLES BANCORP INC. - P.O. BOX 738 - MARIETTA, OHIO - 45750
                                                         www.peoplesbancorp.com

NEWS RELEASE


FOR IMMEDIATE RELEASE                        Contact: Mark F. Bradley
- ---------------------                                 President and
August 13, 2004                                       Chief Operating Officer
                                                      (740) 373-3155


              Peoples Bancorp Inc. Declares Third Quarter Dividend
                    and Authorizes Repurchase of Common Stock
      ---------------------------------------------------------------------

         MARIETTA, Ohio, Aug. 13 /PRNewswire-FirstCall/ -- The Board of
Directors of Peoples Bancorp Inc. (Nasdaq: PEBO) yesterday declared a cash
dividend of $0.18 per share payable October 1, 2004, to shareholders of record
at September 15, 2004.

      The third quarter dividend of $0.18 per share represents a payout of
approximately $1.9 million based on 10.6 million shares outstanding at August
12, 2004 and reflects a 5.9% increase over the $0.17 per share dividend paid in
the third quarter of 2003. The annualized 2004 dividend of $0.72 equates to a
yield of 2.9% based on Peoples Bancorp's closing stock price of $25.01 on August
12, 2004.

      Additionally, the Board of Directors adopted a resolution authorizing the
repurchase in 2004 of up to an additional 200,000 (or approximately 2%) of
Peoples' outstanding common shares from time to time in open market or privately
negotiated transactions. The 200,000 authorized shares are in addition to the
previously announced repurchase program of 425,000 shares approved by the Board
of Directors of Peoples Bancorp Inc. in December 2003.

      "We have only about 50,000 shares available for repurchase under the
original 2004 plan," said Mark F. Bradley, Peoples Bancorp's President and Chief
Operating Officer. "The new repurchase program reflects our continuing
commitment to manage our capital levels."

      The repurchases will be used for projected stock option exercises granted
under Peoples' stock option plans, projected purchases of common shares for
Peoples' deferred compensation plans, and other general corporate purposes. The
timing of the purchases and the actual number of common shares purchased will
depend on market conditions and limitations imposed by applicable federal
securities laws. The stock repurchase plans expire December 31, 2004.

      Peoples Bancorp Inc., a diversified financial products and services
company with $1.8 billion in assets, makes available a complete line of banking,
investment, insurance, and trust solutions through Peoples Bank's 51 sales
offices and 33 ATMs in Ohio, West Virginia, and Kentucky. Peoples' common shares
are traded on the NASDAQ national market under the symbol "PEBO". Peoples
Bancorp is a member of the Russell 3000 index of US publicly traded companies.
Learn more about Peoples at http://www.peoplesbancorp.com .

                                 END OF RELEASE


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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