<SUBMISSION>
<ACCESSION-NUMBER>0000318300-05-000087
<TYPE>8-K
<PUBLIC-DOCUMENT-COUNT>2
<PERIOD>20050531
<ITEMS>1.01
<ITEMS>5.02
<ITEMS>9.01
<FILING-DATE>20050531
<DATE-OF-FILING-DATE-CHANGE>20050531
<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>05867957
</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>form8kretirement.txt
<DESCRIPTION>FORM 8-K CEO RETIREMENT
<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): May 31, 2005
                                                           -------------
                                                           (May 25, 2005)

                              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))






<PAGE>


Item 1.01.  Entry into a Material Definitive Agreement.

                      On May 25, 2005, Robert E. Evans, Chairman of the Board
         and Chief Executive Officer of Peoples Bancorp Inc. ("Peoples") and of
         Peoples' banking subsidiary Peoples Bank, National Association
         ("Peoples Bank") notified Peoples that he would retire and resign from
         his position as Chief Executive Officer, and as an employee, of each of
         Peoples and Peoples Bank, effective May 31, 2005. The Board of
         Directors of Peoples accepted Mr. Evans' resignation as Chief Executive
         Officer on May 31, 2005. Mr. Evans will continue to serve as Chairman
         of the Board and a non-employee director of each of Peoples and Peoples
         Bank. He had previously planned to retire as Chief Executive Officer of
         each of Peoples and Peoples Bank on June 30, 2005 but decided to
         accelerate retirement for personal and health reasons.
                      On May 31, 2005, the Board of Directors of Peoples, upon
         the recommendation of the Compensation Committee, approved the payment
         of a monthly fee to Mr. Evans in his capacities as Chairman of the
         Board of Peoples and of Peoples Bank. The monthly fee to be paid to Mr.
         Evans will be $8,333.33, effective June 1, 2005. The terms of any other
         compensation which may be received by Mr. Evans, either in his capacity
         as a non-employee director or as a retired employee, will be considered
         and determined by the Compensation Committee of the Board of Directors
         of Peoples at a later time. However, to the extent that the effect of
         his retirement is specifically addressed under the terms of any
         employee benefit program in which Mr. Evans participated at the time of
         his retirement, those terms will continue to apply.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers
                  On May 25, 2005, Robert E. Evans, Chairman of the Board and
         Chief Executive Officer of Peoples and Peoples Bank notified Peoples
         that he would retire and resign from his position as Chief Executive
         Officer, and as an employee, of each of Peoples and Peoples Bank,
         effective May 31, 2005. The Board of Directors of Peoples accepted
         Mr. Evans' resignation as Chief Executive Officer on May 31, 2005.
         Mr. Evans will continue to serve as Chairman of the Board and a
         non-employee director of each of Peoples and Peoples Bank. He had
         previously planned to retire as Chief Executive Officer of each of
         Peoples and Peoples Bank on June 30, 2005.
                  As part of a succession plan announced in February 2005, Mark
         F. Bradley has been named President and Chief Executive Officer of both
         Peoples and Peoples Bank, effective May 31, 2005. Mr. Bradley, age 35,
         has served Peoples as President since June 2004, as Chief Operating
         Officer since July 2003 and as a director since February 2003. He also
         served Peoples as Executive Vice President and Chief Integration
         Officer from April 2002 to July 2003 and as Controller from 1997 to
         2001. Mr. Bradley has served Peoples Bank as President and Chief
         Operating Officer since 2002 and as a director since 2002. He was
         Controller of Peoples Bank from 1997 to 2001. During Peoples' fiscal
         year ended December 31, 2004, Mr. Bradley and members of his immediate
         family were involved in banking relationships with Peoples Bank in the
         ordinary course of business and in compliance with applicable federal
         and state laws and regulations. It is expected that similar banking
         relationships will be entered into in the future.
                  On May 31, 2005, Peoples issued a news release announcing
         Robert E. Evans' retirement and Mark F. Bradley's appointment as Chief
         Executive Officer of Peoples and Peoples Bank. A copy of this news
         release is filed with this Current Report on Form 8-K as Exhibit 99 and
         incorporated herein by reference.


Item 9.01 Financial Statements and Exhibits
              (a) and (b) Not applicable

              c) Exhibits: The following exhibit is filed with this Current
Report on Form 8-K:


       Exhibit Number                            Description
    ------------------------    -----------------------------------------------
           99                   News Release issued by Peoples Bancorp Inc. on
                                            May 31, 2005

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

<PAGE>




                                    SIGNATURE


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:  May 31, 2005            By:  MARK F. BRADLEY
                                    -------------------------------------
                                    Mark F. Bradley
                                    President and Chief Executive Officer




<PAGE>





                                INDEX TO EXHIBITS


       Exhibit Number                            Description
    ------------------------    -----------------------------------------------
           99                   News Release issued by Peoples Bancorp Inc. on
                                May 31, 2005







</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99
<SEQUENCE>2
<FILENAME>exhibit99.txt
<DESCRIPTION>NEWS RELEASE
<TEXT>
                       [PEOPLES BANCORP INC. LETTERHEAD]


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


                                  NEWS RELEASE

FOR IMMEDIATE RELEASE                           Contact: Mark F. Bradley
---------------------                                    President and CEO
May 31, 2005                                             (740) 373-3155


              PEOPLES BANCORP INC.'S ROBERT E. EVANS RETIRES AS CEO
      ---------------------------------------------------------------------

         MARIETTA,Ohio - Peoples Bancorp Inc. (NASDAQ: PEBO) announced that,
effective May 31, 2005, Robert E. Evans retired as Chief Executive Officer of
Peoples Bancorp Inc. ("Peoples Bancorp") and its banking subsidiary Peoples
Bank, National Association ("Peoples Bank"). Evans will continue as Chairman of
the Board and a Director of both Peoples Bancorp and Peoples Bank.
         As part of a succession plan announced in February 2005, Mark F.
Bradley has been named President and CEO of both Peoples Bancorp and Peoples
Bank effective May 31, 2005.
          "I think the time is right for Mark to assume the CEO leadership of
our companies," said Evans. "I plan to continue with Peoples Bancorp as Chairman
of the Board, but have more time for attention to my family, friends and
health."
         Evans had previously planned to retire as CEO on June 30, 2005.
         "We have a strong management team that is focused on continuing Peoples
Bancorp's long-term success, and their skill and dedication permit me to take a
less active role." Evans continued. "My 25 years as Chief Executive Officer of
Peoples Bancorp have provided me with many opportunities to serve customers and
shareholders. The Board of Directors and I support Mark and our executive team's
efforts to grow shareholder value."
         Evans, 65, has been Chief Executive Officer of Peoples Bancorp since
1980 and with Peoples Bank since 1970. He had also served as President of
Peoples Bancorp until mid-2004.
         Bradley, 35, has served as President and Chief Operating Officer of
Peoples Bank since 2002. He became Chief Operating Officer of Peoples Bancorp in
2003, and President of Peoples Bancorp in mid-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 50 locations and 33 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 Bancorp's 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>
