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<TYPE>8-K
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<CONFORMED-NAME>PEOPLES BANCORP INC
<CIK>0000318300
<ASSIGNED-SIC>6021
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<STATE-OF-INCORPORATION>OH
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<BUSINESS-ADDRESS>
<STREET1>138 PUTNAM ST
<STREET2>P O BOX 738
<CITY>MARIETTA
<STATE>OH
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<PHONE>7403733155
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<FILENAME>form8kashland.txt
<DESCRIPTION>FORM 8-K ASHLAND ACQUISITION
<TEXT>

                                  UNITED STATES
                       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): September 10, 2004
                                                        ------------------


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


               Ohio                              0-16772
------------------------------------    ---------------------------
   (State or other jurisdiction              (Commission File
         of incorporation)                       Number)


                                   31-0987416
                     --------------------------------------
                                (I.R.S. Employer
                             Identification Number)


       138 Putnam Street, PO Box 738
               Marietta, Ohio                         45750-0738
------------------------------------------------    --------------
   (Address of principal executive offices)           (Zip Code)


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

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


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

     [  ]  Written communications pursuant to Rule 425 under the Securities
           Act (17 CFR 230.425)

     [  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange
           Act (17 CFR 240.14a-12)

     [  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
           Exchange Act (17 CFR 240.14d-2(b))

     [  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the
           Exchange Act (17 CFR 240.13e-4(c))



                           Index to Exhibits on Page 4


<PAGE>


Section 2 - Financial Information
      Item 2.05    Costs Associated with Exit or Disposal Activities
      On September 10, 2004, Peoples Bancorp Inc. ("Peoples") issued a news
      release announcing its intention to consolidate some of the full-service
      banking offices of its subsidiary, Peoples Bank, National Association
      ("Peoples Bank"), in the Ashland, Kentucky area during the fourth quarter
      of 2004 and concurrent with the completion of the proposed acquisition of
      two full-service banking offices in the Ashland, Kentucky area from
      Advantage Bank, a subsidiary of Camco Financial Corporation. Subject to
      the satisfaction of applicable banking regulations, Peoples Bank intends
      to close its offices at 1410 Eagle Drive outside Ashland, Kentucky, and
      747 Bellefonte Road in Flatwoods, Kentucky, during the fourth quarter of
      2004 due to their close proximity to existing and to-be-acquired offices,
      as well as sales activity at the offices. In addition, Peoples Bank does
      not plan to operate the to-be-acquired banking office of Advantage Bank at
      1640 Carter Avenue in downtown Ashland. A copy of the news release is
      attached as Exhibit 99 to this Current Report on Form 8-K.

      The banking office closures are subject to not only the satisfaction of
      applicable banking regulations but also the completion of the acquisition
      of the two banking offices from Advantage Bank. Management expects Peoples
      to incur costs in the fourth quarter of 2004 relating to the write down to
      fair value of the bank premises of the two existing offices to be closed
      and the recognition of any employee termination benefits to be paid in
      cash. While it is likely these costs could be material to Peoples' results
      of operations, management is unable to make a good faith estimate of the
      amount of these costs.

Section 8 - Other Events
      Item 8.01    Other Events
      On September 10, 2004, Peoples issued a news release announcing the
      signing of a definitive agreement by its subsidiary, Peoples Bank, to
      acquire two full-service banking offices in the Ashland, Kentucky area
      from Advantage Bank. The offices are located at 1640 Carter Avenue in
      downtown Ashland (which Peoples Bank does not plan to operate following
      completion of the acquisition) and 6601 US Route 60 just outside Ashland.
      Under the terms of the agreement, Peoples Bank has agreed to pay $6.6
      million in cash in acquiring approximately $65 million of deposits, the
      fixed assets of the banking offices and approximately $45 million of loans
      at book value. A copy of the news release is attached as Exhibit 99 to
      this Current Report on Form 8-K.

      Please also see the discussion in "Item 2.05 Costs Associated with Exit or
      Disposal Activities" of this Current Report on Form 8-K related to
      Peoples' intentions to consolidate some of the full-service banking
      offices of Peoples Bank in the Ashland, Kentucky area following the
      completion of the acquisition from Advantage Bank and subject to the
      satisfaction of applicable banking regulations.

Section 9 - Financial Statements and Exhibits
         Item 9.01    Financial Statements and Exhibits
              a) Financial statements of businesses acquired
                 No response equired.
              b) Pro forma financial information
                 No response required.
              c) Exhibits

  Exhibit Number                        Description
-----------------------    -------------------------------------------
        99                 News Release issued by Peoples Bancorp Inc.
                           on September 10, 2004




                                   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.

                                        PEOPLES BANCORP INC.



Date:  September 16, 2004          By:  MARK F. BRADLEY
                                        ---------------------------------------
                                        Mark F. Bradley
                                        President and Chief Operating Officer


<PAGE>



                                INDEX TO EXHIBITS

  Exhibit Number                        Description
-----------------------    -------------------------------------------
        99                 News Release issued by Peoples Bancorp Inc.
                           on September 10, 2004





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99ashland.txt
<DESCRIPTION>NEWS RELEASE
<TEXT>
                                   EXHBIT 99


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

NEWS RELEASE


FOR IMMEDIATE RELEASE           Contact: Mark F. Bradley
---------------------                    President and Chief Operating Officer
September 10, 2004                       (740) 373-3155


                PEOPLES BANK TO ACQUIRE TWO FULL-SERVICE BANKING
                          OFFICES IN ASHLAND, KENTUCKY
      ---------------------------------------------------------------------

         MARIETTA, Ohio - Peoples Bancorp (Nasdaq: PEBO) announced today that
one of its subsidiaries, Peoples Bank, has signed a definitive agreement to
acquire two full-service banking offices in the Ashland, Kentucky area, from
Advantage Bank, a subsidiary of Camco Financial Corporation (Nasdaq: CAFI).
         "We are pleased to announce plans to enhance our business in the
Ashland area," said Mark F. Bradley, Peoples Bancorp's President and Chief
Operating Officer. "We believe we can leverage our recent expansion in
northeastern Kentucky, and we look forward to serving all of the financial needs
of our new customers."
         The offices are located at 1640 Carter Avenue in downtown Ashland and
6601 US Route 60 just outside of the city. Under the terms of the agreement,
Peoples has agreed to pay a 10.21% premium, or approximately $6.6 million in
cash, for the $65 million of deposits, plus acquire the fixed assets and
approximately $45 million of loans at book value. Peoples expects the
acquisition to be accretive to earnings per share in the first full year after
completion of the transaction, which is subject to regulatory approval and is
anticipated to be completed in the fourth quarter of 2004.
         It is Peoples' intention to consolidate some of its Ashland area
offices during the fourth quarter of 2004 and concurrent with the completion of
the proposed acquisition of the Advantage Bank offices. Subject to applicable
banking regulations, Peoples Bank plans to close its current offices at 1410
Eagle Drive outside Ashland and 747 Bellefonte Road in Flatwoods. In addition,
Peoples does not plan to operate the to-be-acquired office at 1640 Carter Avenue
in downtown Ashland.
         "After the completion of the acquisition, we would have several offices
located too closely together," continued Bradley. "We think these office
consolidations will be the most efficient way to serve our Ashland area
customers. The Route 60 office is a great location and adds an ATM to our
network, and we already have a strong presence in downtown Ashland."
         Peoples Bank acquired the Flatwoods office in May 2003 in the Kentucky
Bancshares Inc. acquisition. It is located less than 2 miles from Peoples Bank's
Russell office, which has an ATM.
         "The sales activity of the Flatwoods office has not been up to our
expectations," said Bradley. "With a bigger Peoples Bank location in nearby
Russell, we thought it best to redirect customers to a more full-service
atmosphere where banking and other investment services are available."
         After the acquisition and office consolidations, Peoples Bank's
Kentucky offices will include two offices in the Ashland area, plus full-service
offices in Russell, Greenup, South Shore, and Grayson. In Kentucky's Boyd,
Carter, and Greenup counties, Peoples Bank will improve from third to first in
the tri-county market with over 14% of total deposits.
         Bradley summarized, "We are committed to the Ashland area and look
forward to continuing to provide our communities with a personalized brand of
banking, a broad choice of financial products and services, convenient
locations, and state of the art technology. We will continue to expand our
presence in areas that make sense for our customers, clients, and shareholders."
         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 51 locations and 33 ATMs in
Ohio, West Virginia and Kentucky. Peoples' financial service units include
Peoples Bank, Peoples Financial Advisors (a division of Peoples Bank) and
Peoples Insurance Agency, Inc. Peoples' common shares are traded on the NASDAQ
national market under the symbol "PEBO", and Peoples is a member of the Russell
3000 index of US publicly traded companies. Learn more about Peoples at
www.peoplesbancorp.com.

                                 END OF RELEASE

Safe Harbor Statement:
         This press release may contain certain forward-looking statements with
respect to Peoples' financial condition, results of operations, plans,
objectives, future performance and business. Except for the historical and
present factual information contained in this press release, the matters
discussed in this press release, and other statements identified by words such
as "expects," "believes," "plans," "will," "would," "should," "could" and
similar expressions are forward-looking statements within the meaning of
Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated
thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule
3b-6 promulgated thereunder. These forward looking statements are subject to
risks and uncertainties that may cause actual results to differ materially.
Factors that might cause such a difference include, but are not limited to: (1)
competitive pressures among depository institutions increase significantly; (2)
changes in the interest rate environment impact interest margins; (3) prepayment
speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general
economic conditions are less favorable than expected; (5) political
developments, wars or other hostilities may disrupt or increase volatility in
securities markets or other economic conditions; (6) legislative or regulatory
changes or actions adversely affect Peoples' business; (7) changes and trends in
the securities markets; (8) a delayed or incomplete resolution of regulatory
issues; (9) the impact of reputational risk created by these developments on
such matters as business generation and retention, funding and liquidity; (10)
the outcome of regulatory and legal proceedings and (11) other risk factors
relating to the banking industry or Peoples as detailed from time to time in
Peoples' reports filed with the Securities and Exchange Commission ("SEC").
Peoples undertakes no obligation to release revisions to these forward-looking
statements or reflect events or circumstances after the date of this release.
Copies of documents filed with the SEC are available free of charge at the
Commission's website at http://www.sec.gov and/or from Peoples' website.

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