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

                          APRIL 25, 1997

                 (Date of earliest event reported)


                       Gateway Bancorp, Inc.

          (Exact name of registrant as specified in its charter)


KENTUCKY                          0-25204                      61-1269067
(State or other jurisdiction     (Commission File Number)     (IRS Employer
of incorporation)                                          Identification No.)


2717 LOUISA STREET, CATLETTSBURG, KENTUCKY                               41129
(Address of principal executive offices)                          (Zip Code)

                            (606) 739-4126
           (Registrant's telephone number, including area code)


                           NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)

                 Exhibit Index appears on page 6.
<PAGE>

ITEM 5.   OTHER EVENTS

     On April 25, 1997, Gateway Bancorp, Inc. ("Gateway"), a Kentucky
corporation headquartered in Catlettsburg, Kentucky, and Peoples Bancorp,
Inc. ("Peoples"), an Ohio corporation headquartered in Marietta, Ohio,
signed a letter of intent ("Letter of Intent") providing for the
acquisition by Peoples of Gateway and its wholly-owned savings bank
subsidiary, Catlettsburg Federal Savings Bank.

     In the proposed transaction, Peoples proposes to acquire all of the
issued and outstanding shares of Gateway common stock for a purchase price
of $6.00 per share in cash plus a number of shares of the common stock  of
Peoples, which will result in an aggregate purchase price of $18.75 (the
"Purchase Price").  Based on the closing price of the Peoples common stock
on April 24, 1997, the stockholders of Gateway would receive .40 shares of
Peoples common stock.   The aggregate Purchase Price for the proposed
transaction, exclusive of payment for Gateway stock  options, is
$20,170,388.  The transaction is subject to Peoples' receipt of permission
from the Office of Thrift Supervision ("OTS") to enter into a definitive
agreement with Gateway, which permission has been requested.  The
definitive agreement is expected to provide the Gateway stockholders with
an election to receive all cash, all Peoples common stock or a combination
of both, provided, however, that not more than 68% of the aggregate
Purchase Price shall be paid in Peoples common  stock.  The definitive
agreement will provide for a method of allocation in the event that Gateway
stockholders elect to receive either more than 32% of the aggregate
Purchase Price in cash or more than 68% of the aggregate Purchase Prince in
Peoples common  stock.   All outstanding options to purchase Gateway common
stock will be extinguished at the closing of the proposed transaction, with
the consideration paid to the optionee (based on the difference between the
Purchase Price per share of Gateway common stock and the applicable
exercise price thereof) be paid by Peoples to each optionee 32% in cash and
68% in Peoples common stock.   The aggregate Purchase Price for payment of
the consideration for the Gateway stock options is approximately $383,250.
Gateway will continue to operate under its present name as a subsidiary of
Peoples with its present board of directors and management.

     Consummation of the merger is subject to the approval of the
shareholders of Gateway and the appropriate Federal regulators, as well as
other customary conditions.

     The Letter of Intent and the press release issued by Gateway and
Peoples on April 25, 1997 regarding the Merger are attached as exhibits to
this report and are incorporated herein by reference.   The foregoing
summary of the Letter of Intent does not purport to be complete and is
qualified in its entirety by reference to such letter.

<PAGE>












ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     The following exhibits are filed with this report:

EXHIBIT NUMBER                                   DESCRIPTION

2                                     Letter of Intent, dated as of
                                      April 25, 1997, between Gateway
                                      and Peoples

20                                    Press Release issued on April
                                      25, 1997 with respect to the
                                      Letter of Intent
<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 thereunto duly authorized.             

                         GATEWAY BANCORP, INC.


Date:  May 1, 1997  By:  /S/ REBECCA R. JACKSON
                         ----------------------
                               Rebecca R. Jackson
                               President and Chief Executive Officer
<PAGE>
                           EXHIBIT INDEX



EXHIBIT NUMBER                                   DESCRIPTION

2                                     Letter of Intent, dated as of
                                      April 25, 1997, between Gateway
                                      and Peoples

20                                    Press Release issued on April
                                      25, 1997 with respect to the
                                      Letter of Intent

<PAGE>
                                 Exhibit 2

                             Letter of Intent
                        dated as of April 25, 1997,
                        between Gateway and Peoples
<PAGE>
                                Exhibit 20

                           Press Release issued
                             on April 25, 1997
                    with repect to the Letter of Intent
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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

                          APRIL 25, 1997

                 (Date of earliest event reported)

                       Gateway Bancorp, Inc.

          (Exact name of registrant as specified in its charter)

KENTUCKY                          0-25204                      61-1269067
(State or other jurisdiction     (Commission File Number)     (IRS Employer
of incorporation)                                          Identification No.)

2717 LOUISA STREET, CATLETTSBURG, KENTUCKY                               41129
(Address of principal executive offices)                          (Zip Code)

                            (606) 739-4126
           (Registrant's telephone number, including area code)

                           NOT APPLICABLE
(Former name, former address and former fiscal year, if changed since last
report)

                 Exhibit Index appears on page 6.
ITEM 5.   OTHER EVENTS

     On April 25, 1997, Gateway Bancorp, Inc. ("Gateway"), a Kentucky
corporation headquartered in Catlettsburg, Kentucky, and Peoples Bancorp,
Inc. ("Peoples"), an Ohio corporation headquartered in Marietta, Ohio,
signed a letter of intent ("Letter of Intent") providing for the
acquisition by Peoples of Gateway and its wholly-owned savings bank
subsidiary, Catlettsburg Federal Savings Bank.

     In the proposed transaction, Peoples proposes to acquire all of the
issued and outstanding shares of Gateway common stock for a purchase price
of $6.00 per share in cash plus a number of shares of the common stock  of
Peoples, which will result in an aggregate purchase price of $18.75 (the
"Purchase Price").  Based on the closing price of the Peoples common stock
on April 24, 1997, the stockholders of Gateway would receive .40 shares of
Peoples common stock.   The aggregate Purchase Price for the proposed
transaction, exclusive of payment for Gateway stock  options, is
$20,170,388.  The transaction is subject to Peoples' receipt of permission
from the Office of Thrift Supervision ("OTS") to enter into a definitive
agreement with Gateway, which permission has been requested.  The
definitive agreement is expected to provide the Gateway stockholders with
an election to receive all cash, all Peoples common stock or a combination
of both, provided, however, that not more than 68% of the aggregate
Purchase Price shall be paid in Peoples common  stock.  The definitive
agreement will provide for a method of allocation in the event that Gateway
stockholders elect to receive either more than 32% of the aggregate
Purchase Price in cash or more than 68% of the aggregate Purchase Prince in
Peoples common  stock.   All outstanding options to purchase Gateway common
stock will be extinguished at the closing of the proposed transaction, with
the consideration paid to the optionee (based on the difference between the
Purchase Price per share of Gateway common stock and the applicable
exercise price thereof) be paid by Peoples to each optionee 32% in cash and
68% in Peoples common stock.   The aggregate Purchase Price for payment of
the consideration for the Gateway stock options is approximately $383,250.
Gateway will continue to operate under its present name as a subsidiary of
Peoples with its present board of directors and management.

     Consummation of the merger is subject to the approval of the
shareholders of Gateway and the appropriate Federal regulators, as well as
other customary conditions.

     The Letter of Intent and the press release issued by Gateway and
Peoples on April 25, 1997 regarding the Merger are attached as exhibits to
this report and are incorporated herein by reference.   The foregoing
summary of the Letter of Intent does not purport to be complete and is
qualified in its entirety by reference to such letter.
ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

     The following exhibits are filed with this report:

EXHIBIT NUMBER                                   DESCRIPTION

2                                     Letter of Intent, dated as of
                                      April 25, 1997, between Gateway
                                      and Peoples

20                                    Press Release issued on April
                                      25, 1997 with respect to the
                                      Letter of Intent
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 thereunto duly authorized.             

                         GATEWAY BANCORP, INC.

Date:  May 1, 1997  By:  /S/ REBECCA R. JACKSON
                         ----------------------
                               Rebecca R. Jackson
                               President and Chief Executive Officer
EXHIBIT INDEX

EXHIBIT NUMBER                                   DESCRIPTION

2                                     Letter of Intent, dated as of
                                      April 25, 1997, between Gateway
                                      and Peoples

20                                    Press Release issued on April
                                      25, 1997 with respect to the
                                      Letter of Intent
Exhibit 2

                             Letter of Intent
                        dated as of April 25, 1997,
                        between Gateway and Peoples
Exhibit 20

                           Press Release issued
                             on April 25, 1997
                    with repect to the Letter of Intent