<SUBMISSION>
<ACCESSION-NUMBER>0000318300-04-000196
<TYPE>8-K
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<ITEMS>9.01
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<CONFORMED-NAME>PEOPLES BANCORP INC
<CIK>0000318300
<ASSIGNED-SIC>6021
<IRS-NUMBER>310987416
<STATE-OF-INCORPORATION>OH
<FISCAL-YEAR-END>1231
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<FORM-TYPE>8-K
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<FILE-NUMBER>000-16772
<FILM-NUMBER>041204096
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<BUSINESS-ADDRESS>
<STREET1>138 PUTNAM ST
<STREET2>P O BOX 738
<CITY>MARIETTA
<STATE>OH
<ZIP>45750-0738
<PHONE>7403733155
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<TYPE>8-K
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<FILENAME>form8kinvestment.txt
<DESCRIPTION>FORM 8K INVESTMENT PORTFOLIO
<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 14, 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
---------------------------------------------------    ----------------------
     (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)


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 3



Section 8 - Other Events
        Item 8.01  Other Events
Peoples Bancorp Inc. announced today the recent sales of approximately $85
million of fixed rate securities consisting primarily of mortgage-backed
securities as part of a repositioning of its investment portfolio. 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
           b) Pro forma financial information c) Exhibits

     Exhibit Number                 Description
--------------------------    --------------------------------------
           99                 News Release issued December 14, 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 15, 2004        By: /s/ MARK F. BRADLEY
                                       ---------------------------------------
                                       Mark F. Bradley
                                       President and Chief Operations Officer



                                INDEX TO EXHIBITS

     Exhibit Number                 Description
--------------------------    --------------------------------------
           99                 News Release issued December 14, 2004









</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit99.txt
<DESCRIPTION>NEWS RELEASE
<TEXT>
                    PEOPLES BANCORP INC. - P.O. BOX 738 - MARIETTA, OHIO - 45750
                                                          www.peoplesbancorp.com


                                  NEWS RELEASE

FOR IMMEDIATE RELEASE                     Contact: John W. Conlon
---------------------                              Chief Financial Officer
December 14, 2004                                  (740) 373-3155


              PEOPLES BANCORP INC. REPOSITIONS INVESTMENT PORTFOLIO
      ---------------------------------------------------------------------

         MARIETTA, Ohio - Peoples Bancorp Inc. ("Peoples") (NASDAQ: PEBO)
announced today the recent sales of approximately $85 million of fixed rate
securities consisting primarily of mortgage-backed securities as part of a
repositioning of its investment portfolio. The securities sold were purchased
during a period of historically low interest rates and are expected to
underperform in a rising rate environment.
Peoples will reinvest the net proceeds from these sales into other investment
securities, primarily variable rate mortgage-backed securities, with slightly
higher yields in the near term and shorter estimated lives and duration than
those sold. The repositioning should improve the overall performance of the
investment portfolio as interest rates return to more historic levels.

As a result of the repositioning, Peoples will recognize a fourth quarter 2004
pre-tax loss on sale of securities of $2.6 million, or $0.16 per share
after-tax.

         "We believe this action better positions the balance sheet for the
continued expected increases in interest rates and should improve our long-term
financial position," said Mark Bradley, Peoples' President and Chief Operating
Officer The average estimated lives of the securities sold was about 6.5 years,
while the average estimated lives of the securities purchased is expected to be
about 4 years. Peoples plans to complete the reinvestment before year-end 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 51 locations and 34 ATMs in Ohio, West
Virginia and Kentucky. Peoples' financial service units include Peoples Bank,
National Association ("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.

Forward-Looking Statements
--------------------------

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 "should," "expects," "believes," "plans", and
similar expressions are forward-looking statements within the meaning of the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially, including, but not limited to, the
interest rate environment and differences in the expectation of estimated lives
and duration of the securities purchased, the effect of federal and state
banking and tax regulations, the effect of technological changes, the effect of
economic conditions, the impact of competitive products and pricing, and other
risk factors relating to the banking industry or Peoples as detailed from time
to time in Peoples' reports filed with the SEC. Although management believes
that the expectations in these forward-looking statements are based on
reasonable assumptions within the bounds of management's knowledge of Peoples'
business and operations, it is possible that actual results may differ
materially from these projections. Peoples disclaims any responsibility to
update these forward-looking statements, except as may be required by applicable
laws.



                                 END OF RELEASE

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