<SUBMISSION>
<ACCESSION-NUMBER>0000318300-04-000192
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20041207
<ITEMS>2.05
<ITEMS>8.01
<FILING-DATE>20041209
<DATE-OF-FILING-DATE-CHANGE>20041209
<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>8-K
<ACT>34
<FILE-NUMBER>000-16772
<FILM-NUMBER>041193499
</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>8-K
<SEQUENCE>1
<FILENAME>form8kashlandcomplete.txt
<DESCRIPTION>FORM 8K COMPLETED 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): December 3, 2004
                                                         ----------------


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

               Ohio                      0-16772                31-0987416
--------------------------------   ---------------------  ----------------------
   (State or other jurisdiction      (Commission File        (I.R.S. Employer
         of incorporation)               Number)          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
         -----------------------------------------------------------
         In a Current Report on Form 8-K filed with the Securities and Exchange
Commission on September 16, 2004 (the "September 16, 2004 Form 8-K"), Peoples
Bancorp Inc. ("Peoples") disclosed its intention to consolidate some of the
full-service banking offices of its subsidiary Peoples Bank, National
Association ("Peoples Bank") following the completion of the proposed
acquisition by Peoples Bank of two full-service banking offices in the Ashland,
Kentucky area (the "Advantage Offices") from Advantage Bank, a subsidiary of
Camco Financial Corporation.
         On December 6, 2004, Peoples issued a news release (the "Release")
announcing that Peoples Bank had completed the acquisition from Advantage Bank,
as of the close of business on December 3, 2004. A copy of the Release is
attached as Exhibit 99 to this Current Report on Form 8-K.
         Peoples also announced in the Release that concurrent with the
completion of the acquisition, Peoples Bank has consolidated some of its
Ashland-area offices. The Peoples Bank location at 747 Bellefonte Road in
Flatwoods, Kentucky and the newly-acquired Advantage Office at 1640 Carter
Avenue in downtown Ashland were consolidated into nearby Peoples Bank offices at
the close of business on December 3, 2004. The Peoples Bank office at 1410 Eagle
Drive in Cedar Knoll, Kentucky will no longer serve customers after the close of
business on December 27, 2004. Clients will be redirected to Peoples Bank's
newly-acquired office located at 6601 US Route 60 in Summit, Kentucky.
         As previously disclosed in the September 16, 2004 Form 8-K, as amended,
management expects Peoples to incur costs of approximately $100,000 in the
fourth quarter of 2004 relating to the write down to fair value of the bank
premises of the Flatwoods and Cedar Knoll offices and the recognition of
employee termination benefits to be paid in cash.

Section 8 - Other Events
      Item 8.01    Other Events
      -------------------------
      On December 6, 2004, Peoples issued the Release, announcing that Peoples
Bank had completed the acquisition, as of the close of business on December 3,
2004, of two full-service banking offices in the Ashland, Kentucky area from
Advantage Bank. In the September 16, 2004 Form 8-K, Peoples had reported the
news release issued on September 10, 2004 announcing the signing by Peoples Bank
of a definitive agreement to purchase the two Advantage Offices located at 1640
Carter Avenue in downtown Ashland and 6601 US Route 60 in Summit, Kentucky.
     In the  acquisition, Peoples Bank acquired approximately $43 million of
loans at book value and approximately $63 million of deposits, as well as the
real property of the Advantage Offices at book value of $1.3 million.  Peoples
Bank paid a premium of 10.21%, or $6.5 million in cash, in  assuming the
deposits.
      Concurrent with the completion of the acquisition, Peoples Bank has
consolidated some of its Ashland-area offices. The Peoples Bank location at 747
Bellefonte Road in Flatwoods, Kentucky and the newly-acquired Advantage Office
at 1640 Carter Avenue in downtown Ashland were consolidated into nearby Peoples
Bank offices at the close of business on December 3. The Peoples Bank office at
1410 Eagle Drive in Cedar Knoll will no longer serve customers after the close
of business on December 27, 2004. Clients will be redirected to Peoples Bank's
newly-acquired office located at 6601 US Route 60 in Summit, Kentucky.
           A copy of the Release is attached as Exhibit 99 to this Current
Report on Form 8-K.


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


     Exhibit Number                          Description
--------------------------   -------------------------------------------------
          99                 News Release issued by Peoples Bancorp Inc. on
                             December 6, 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.

                                     PEOPLES BANCORP INC.



Date:  December 9, 2004       By:/s/ MARK F. BRADLEY
                                     -------------------------------------
                                     Mark F. Bradley
                                     President and Chief Operating Officer




                                INDEX TO EXHIBITS


     Exhibit Number                          Description
--------------------------   -------------------------------------------------
          99                 News Release issued by Peoples Bancorp Inc. on
                             December 6, 2004







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>ex99ashland.txt
<DESCRIPTION>NEWS RELEASE
<TEXT>
                                   EXHIBIT 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
December 6, 2004                         (740) 373-3155


                      PEOPLES BANK COMPLETES ACQUISITION OF
                      TWO OFFICES IN ASHLAND, KENTUCKY AREA
      ---------------------------------------------------------------------

         MARIETTA, Ohio - Peoples Bancorp Inc. (Nasdaq: PEBO) announced today
that one of its subsidiaries, Peoples Bank, has completed its acquisition of
two full-service banking offices in the Ashland, Kentucky area from Advantage
Bank, a subsidiary of Camco Financial Corporation (Nasdaq: CAFI).
         First announced in September 2004, Peoples Bank acquired the
full-service offices as of the close of business on Friday, December 3. In the
acquisition, Peoples Bank paid a 10.21% premium, or approximately $7.8 million
in cash, for the approximately $63 million of deposits and acquired fixed
assets, and approximately $43 million of loans at book value.
         "We look forward to serving the financial needs of our new customers,"
said Mark F. Bradley, Peoples Bancorp's President and Chief Operating Officer.
"The integration teams on both sides did a great job completing the transition."
         Concurrent with the completion of the acquisition, Peoples Bank has
consolidated some of its Ashland area offices. The Peoples Bank location at 747
Bellefonte Road in Flatwoods and the newly acquired office at 1640 Carter Avenue
in downtown Ashland were consolidated into nearby Peoples Bank offices at the
close of business on December 3. Also, the Peoples Bank office at 1410 Eagle
Drive in Cedar Knoll will no longer serve customers after the close of business
on December 27. Clients will be redirected to Peoples Bank's newly acquired
office in Summit, Kentucky.
          "The office consolidations will be the most efficient way to serve our
Ashland area customers," said Bradley. "Peoples Bank now ranks first in
northeastern Kentucky's tri-county market of Boyd, Carter, and Greenup counties
with over 14% of total deposits."
         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 34 ATMs in
Ohio, West Virginia and Kentucky. Peoples Bancorp's 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 Bancorp is a member
of the Russell 3000 index of US publicly traded companies. Learn more about
Peoples Bancorp at www.peoplesbancorp.com.

                                 END OF RELEASE


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