As filed on April 15, 2002.
                                             Registration No. 333-______________
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ----------------------------------

                              Peoples Bancorp Inc.
             (Exact name of registrant as specified in its charter)

           Ohio                                     31-0987416
-------------------------------                  -------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

  138 Putnam Street, P.O. Box 738, Marietta, Ohio       45750
-------------------------------------------------    -----------
    (Address of Principal Executive Offices)          (Zip Code)


                   Peoples Bancorp Inc. 2002 Stock Option Plan
                   -------------------------------------------
                            (Full title of the plan)

                                    Copy to:
Charles R. Hunsaker, Esq.           Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.                Vorys, Sater, Seymour and Pease LLP
138 Putnam Street, P.O. Box 738     52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750                Columbus, Ohio 43216-1008
-------------------------------
(Name and address of agent
for service)

                                 (740) 374-6109
          (Telephone number, including area code, of agent for service)
                        ---------------------------------

                         Calculation of Registration Fee

Title of        Amount       Proposed maximum  Proposed maximum     Amount of
securities to   to be        offering price    aggregate offering   registration
be registered   registered   per share(1)      price(1)             fee
--------------------------------------------------------------------------------

Common Shares,   425,000     $     28.33       $12,040,250          $   1,107.70
                 -------      ----------        ----------          ------------
without par
value
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the aggregate offering
         price and the registration fee pursuant to Rules 457(c) and 457(h)
         promulgated under the Securities Act of 1933, as amended, and computed
         on the basis of $28.33 for 425,000 Common Shares, which price is the
         closing price of the common shares as reported on the NASDAQ National
         Market System on April 11, 2002.



<PAGE>


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

         The Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 of Peoples Bancorp Inc. (the "Registrant"), and all other
reports filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.

         The description of the Registrant's Common Shares contained in
the Registrant's Registration Statement on Form 8-B (File No. 0-16772) filed
with the Commission on July 20, 1993, and all amendments thereto or reports
filed for the purpose of updating such description heretofore filed by the
Registrant with the Commission, are hereby incorporated by reference.

         Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated by the Peoples Bancorp Inc. 2002 Stock Option Plan shall also be
deemed to be incorporated herein by reference and to be made a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Charles R.  Hunsaker is the General  Counsel of the Registrant
and is an employee  eligible to  participate  in the Peoples  Bancorp Inc. 2002
Stock Option Plan. As of April 11, 2002,  Mr.  Hunsaker  owned 272 Common Shares
of the  Registrant,  2,664 Common Shares of the Registrant  were held in
Mr. Hunsaker's  account under the Peoples Bancorp Inc.  Retirement  Savings Plan
and Mr.Hunsaker held options to purchase 37,093 Common Shares of the Registrant
at various prices.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:

               (E)(1) A corporation may indemnify or agree to indemnify any
        person who was or is a party, or is threatened to be made a party, to
        any threatened, pending, or completed action, suit, or proceeding,
        whether civil, criminal, administrative, or investigative, other than an
        action by or in the right of the corporation, by reason of the fact that
        he is or was a director, officer, employee, or agent of the corporation,
        or is or was serving at the request of the corporation as a director,
        trustee, officer, employee, member, manager, or agent of another
        corporation, domestic or foreign, nonprofit or for profit, a limited
        liability company, or a partnership, joint venture, trust, or other
        enterprise, against expenses, including attorney's fees, judgments,
        fines, and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit, or proceeding, if he acted
        in good faith and in a manner he reasonably believed to be in or not
        opposed to the best interests of the corporation, and, with respect to
        any criminal action or proceeding, if he had no reasonable cause to
        believe his conduct was unlawful. The termination of any action, suit,
        or proceeding by judgment, order, settlement, or conviction, or upon a
        plea of nolo contendere or its equivalent, shall not, of itself, create
        a presumption that the person did not act in good faith and in a manner
        he reasonably believed to be in or not opposed to the best interests of
        the corporation, and, with respect to any criminal action or proceeding,
        he had reasonable cause to believe that his conduct was unlawful.

               (2) A corporation may indemnify or agree to indemnify any person
        who was or is a party, or is threatened to be made a party, to any
        threatened, pending, or completed action or suit by or in the right of
        the corporation to procure a judgment in its favor, by reason of the
        fact that he is or was a director, officer, employee, or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director, trustee, officer, employee, member, manager, or agent of
        another corporation, domestic or foreign, nonprofit or for profit, a
        limited liability company, or a partnership, joint venture, trust, or
        other enterprise, against expenses, including attorney's fees, actually
        and reasonably incurred by him in connection with the defense or
        settlement of such action or suit, if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the corporation, except that no indemnification shall be
        made in respect of any of the following:

                      (a) Any claim, issue, or matter as to which such person is
               adjudged to be liable for negligence or misconduct in the
               performance of his duty to the corporation unless, and only to
               the extent that, the court of common pleas or the court in which
               such action or suit was brought determines, upon application,
               that, despite the adjudication of liability, but in view of all
               the circumstances of the case, such person is fairly and
               reasonably entitled to indemnity for such expenses as the court
               of common pleas or such other court shall deem proper;

                      (b) Any action or suit in which the only liability
               asserted against a director is pursuant to section 1701.95 of the
               Revised Code.

               (3) To the extent that a director, trustee, officer, employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action, suit, or proceeding referred to in division
        (E)(1) or (2) of this section, or in defense of any claim, issue, or
        matter therein, he shall be indemnified against expenses, including
        attorney's fees, actually and reasonably incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any indemnification under division (E)(1) or (2) of this
        section, unless ordered by a court, shall be made by the corporation
        only as authorized in the specific case, upon a determination that
        indemnification of the director, trustee, officer, employee, member,
        manager, or agent is proper in the circumstances because he has met the
        applicable standard of conduct set forth in division (E)(1) or (2) of
        this section. Such determination shall be made as follows:

                      (a) By a majority vote of a quorum consisting of directors
               of the indemnifying corporation who were not and are not parties
               to or threatened with the action, suit, or proceeding referred to
               in division (E)(1) or (2) of this section;

                      (b) If the quorum described in division (E)(4)(a) of this
               section is not obtainable or if a majority vote of a quorum of
               disinterested directors so directs, in a written opinion by
               independent legal counsel other than an attorney, or a firm
               having associated with it an attorney, who has been retained by
               or who has performed services for the corporation or any person
               to be indemnified within the past five years;

                      (c)      By the shareholders;

                      (d) By the court of common pleas or the court in which the
               action, suit, or proceeding referred to in division (E)(1) or (2)
               of this section was brought.

               Any determination made by the disinterested directors under
        division (E)(4)(a) or by independent legal counsel under division
        (E)(4)(b) of this section shall be promptly communicated to the person
        who threatened or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section, and, within ten days
        after receipt of such notification, such person shall have the right to
        petition the court of common pleas or the court in which such action or
        suit was brought to review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
        the subject of an action, suit, or proceeding referred to in division
        (E)(1) or (2) of this section, the articles or the regulations of a
        corporation state, by specific reference to this division, that the
        provisions of this division do not apply to the corporation and unless
        the only liability asserted against a director in an action, suit, or
        proceeding referred to in division (E)(1) or (2) of this section is
        pursuant to section 1701.95 of the Revised Code, expenses, including
        attorney's fees, incurred by a director in defending the action, suit,
        or proceeding shall be paid by the corporation as they are incurred, in
        advance of the final disposition of the action, suit, or proceeding,
        upon receipt of an undertaking by or on behalf of the director in which
        he agrees to do both of the following:

                      (i) Repay such amount if it is proved by clear and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act involved an act or omission undertaken
               with deliberate intent to cause injury to the corporation or
               undertaken with reckless disregard for the best interests of the
               corporation;

                      (ii)Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses, including attorney's fees, incurred by a director,
        trustee, officer, employee, member, manager, or agent in defending any
        action, suit, or proceeding referred to in division (E)(1) or (2) of
        this section, may be paid by the corporation as they are incurred, in
        advance of the final disposition of the action, suit, or proceeding, as
        authorized by the directors in the specific case, upon receipt of an
        undertaking by or on behalf of the director, trustee, officer, employee,
        member, manager, or agent to repay such amount, if it ultimately is
        determined that he is not entitled to be indemnified by the corporation.

               (6) The indemnification authorized by this section shall not be
        exclusive of, and shall be in addition to, any other rights granted to
        those seeking indemnification under the articles, the regulations, any
        agreement, a vote of shareholders or disinterested directors, or
        otherwise, both as to action in their official capacities and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director, trustee,
        officer, employee, member, manager, or agent and shall inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain insurance or furnish
        similar protection, including, but not limited to, trust funds, letters
        of credit, or self-insurance, on behalf of or for any person who is or
        was a director, officer, employee, or agent of the corporation, or is or
        was serving at the request of the corporation as a director, trustee,
        officer, employee, member, manager, or agent of another corporation,
        domestic or foreign, nonprofit or for profit, a limited liability
        company, or a partnership, joint venture, trust, or other enterprise,
        against any liability asserted against him and incurred by him in any
        such capacity, or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify persons pursuant
        to division (E)(1) or (2) of this section does not limit the payment of
        expenses as they are incurred, indemnification, insurance, or other
        protection that may be provided pursuant to divisions (E)(5),(6), and
        (7) of this section. Divisions (E)(1) and (2) of this section do not
        create any obligation to repay or return payments made by the
        corporation pursuant to division (E)(5),(6) or (7).

               (9) As used in division (E) of this section, "corporation"
        includes all constituent entities in a consolidation or merger and the
        new or surviving corporation, so that any person who is or was a
        director, officer, employee, trustee, member, manager, or agent of such
        a constituent entity, or is or was serving at the request of such
        constituent entity as a director, trustee, officer, employee, member,
        manager, or agent of another corporation, domestic or foreign, nonprofit
        or for profit, a limited liability company, or a partnership, joint
        venture, trust, or other enterprise, shall stand in the same position
        under this section with respect to the new or surviving corporation as
        he would if he had served the new or surviving corporation in the same
        capacity.

               Article FIVE of the Company's Code of Regulations governs
        indemnification by the Registrant and provides as follows:

               Section 5.01. MANDATORY INDEMINFICATION. The corporation shall
        indemnify any officer or director of the corporation who was or is a
        party or is threatened to be made a party to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative (including, without limitation, any
        action threatened or instituted by or in the right of the corporation),
        by reason of the fact that he is or was a director, officer, employee or
        agent of the corporation, or is or was serving at the request of the
        corporation as a director, trustee, officer, employee or agent of
        another corporation (domestic or foreign, nonprofit or for profit),
        partnership, joint venture, trust or other enterprise, against expenses
        (including, without limitation, attorneys' fees, filing fees, court
        reporters' fees and transcript costs), judgments, fines and amounts paid
        in settlement actually and reasonably incurred by him in connection with
        such action, suit or proceeding if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the corporation, and with respect to any criminal action or
        proceeding, he had no reasonable cause to believe his conduct was
        unlawful. A person claiming indemnification under this Section 5.01
        shall be presumed, in respect of any act or omission giving rise to such
        claim for indemnification, to have acted in good faith and in a manner
        he reasonably believed to be in or not opposed to the best interests of
        the corporation, and with respect to any criminal matter, to have had no
        reasonable cause to believe his conduct was unlawful, and the
        termination of any action, suit or proceeding by judgment, order,
        settlement or conviction, or upon a plea of nolo contendere or its
        equivalent, shall not, of itself, rebut such presumption.

               Section 5.02.  COURT-APPROVED  INDEMINFICATION.  Anything
        contained in theRegulations or elsewhere to thecontrary notwithstanding:

               (A) the corporation shall not indemnify any officer or director
        of the corporation who was a party to any completed action or suit
        instituted by or in the right of the corporation to procure a judgment
        in its favor by reason of the fact that he is or was a director,
        officer, employee or agent of the corporation, or is or was serving at
        the request of the corporation as a director, trustee, officer, employee
        or agent of another corporation (domestic or foreign, nonprofit or for
        profit), partnership, joint venture, trust or other enterprise, in
        respect of any claim, issue or matter asserted in such action or suit as
        to which he shall have been adjudged to be liable for acting with
        reckless disregard for the best interests of the corporation or
        misconduct (other than negligence) in the performance of his duty to the
        corporation unless and only to the extent that the Court of Common Pleas
        of Washington County, Ohio or the court in which such action or suit was
        brought shall determine upon application that, despite such adjudication
        of liability, and in view of all the circumstances of the case, he is
        fairly and reasonably entitled to such indemnity as such Court of Common
        Pleas or such other court shall deem proper; and

               (B) the corporation shall promptly make any such unpaid
        indemnification as is determined by a court to be proper as contemplated
        by this Section 5.02.

               Section 5.03. Indemnification for Expenses. Anything contained in
        the Regulations or elsewhere to the contrary notwithstanding, to the
        extent that an officer or director of the corporation has been
        successful on the merits or otherwise in defense of any action, suit or
        proceeding referred to in Section 5.01, or in defense of any claim,
        issue or matter therein, he shall be promptly indemnified by the
        corporation against expenses (including, without limitation, attorneys'
        fees, filing fees, court reporters' fees and transcript costs) actually
        and reasonably incurred by him in connection therewith.

               Section 5.04. Determination Required. Any indemnification
        required under Section 5.01 and not precluded under Section 5.02 shall
        be made by the corporation only upon a determination that such
        indemnification of the officer or director is proper in the
        circumstances because he has met the applicable standard of conduct set
        forth in Section 5.01. Such determination may be made only (A) by a
        majority vote of a quorum consisting of directors of the corporation who
        were not and are not parties to, or threatened with, any such action,
        suit or proceeding, or (B) if such a quorum is not obtainable or if a
        majority of a quorum of disinterested directors so directs, in a written
        opinion by independent legal counsel other than an attorney, or a firm
        having associated with it an attorney, who has been retained by or who
        has performed services for the corporation, or any person to be
        indemnified, within the past five years, or (C) by the shareholders, or
        (D) by the Court of Common Pleas of Washington County, Ohio or (if the
        corporation is a party thereto) the court in which such action, suit or
        proceeding was brought, if any; any such determination may be made by a
        court under division (D) of this Section 5.04 at any time [including,
        without limitation, any time before, during or after the time when any
        such determination may be requested of, be under consideration by or
        have been denied or disregarded by the disinterested directors under
        division (A) or by independent legal counsel under division (B) or by
        the shareholders under division (C) of this Section 5.04]; and no
        failure for any reason to make any such determination, and no decision
        for any reason to deny any such determination, by the disinterested
        directors under division (A) or by independent legal counsel under
        division (B) or by the shareholders under division (C) of this Section
        5.04 shall be evidence in rebuttal of the presumption recited in Section
        5.01. Any determination made by the disinterested directors under
        division (A) or by independent legal counsel under division (B) of this
        Section 5.04 to make indemnification in respect of any claim, issue or
        matter asserted in an action or suit threatened or brought by or in the
        right of the corporation shall be promptly communicated to the person
        who threatened or brought such action or suit, and within ten (10) days
        after receipt of such notification such person shall have the right to
        petition the Court of Common Pleas of Washington County, Ohio or the
        court in which such action or suit was brought, if any, to review the
        reasonableness of such determination.

               Section 5.05. Advances for Expenses. Expenses (including, without
        limitation, attorneys' fees, filing fees, court reporters' fees and
        transcript costs) incurred in defending any action, suit or proceeding
        referred to in Section 5.01 shall be paid by the corporation in advance
        of the final disposition of such action, suit or proceeding to or on
        behalf of the officer or director promptly as such expenses are incurred
        by him, but only if such officer or director shall first agree, in
        writing, to repay all amounts so paid in respect of any claim, issue or
        other matter asserted in such action, suit or proceeding in defense of
        which he shall not have been successful on the merits or otherwise:

               (A) if it shall ultimately be determined as provided in Section
        5.04 that he is not entitled to be indemnified by the corporation as
        provided under Section 5.01; or

               (B) if, in respect of any claim, issue or other matter asserted
        by or in the right of the corporation in such action or suit, he shall
        have been adjudged to be liable for acting with reckless disregard for
        the best interests of the corporation or misconduct (other than
        negligence) in the performance of his duty to the corporation, unless
        and only to the extent that the Court of Common Pleas of Washington
        County, Ohio or the court in which such action or suit was brought shall
        determine upon application that, despite such adjudication of liability,
        and in view of all the circumstances, he is fairly and reasonably
        entitled to all or part of such indemnification.

               Section 5.06. Article Five Not Exclusive. The indemnification
        provided by this Article Five shall not be exclusive of, and shall be in
        addition to, any other rights to which any person seeking
        indemnification may be entitled under the Articles or the Regulations or
        any agreement, vote of shareholders or disinterested directors, or
        otherwise, both as to action in his official capacity and as to action
        in another capacity while holding such office, and shall continue as to
        a person who has ceased to be an officer or director of the corporation
        and shall inure to the benefit of the heirs, executors, and
        administrators of such a person.

               Section 5.07. Insurance. The corporation may purchase and
        maintain insurance or furnish similar protection, including but not
        limited to trust funds, letters of credit, or self-insurance, on behalf
        of any person who is or was a director, officer, employee or agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, trustee, officer, employee, or agent of another
        corporation (domestic or foreign, nonprofit or for profit), partnership,
        joint venture, trust or other enterprise, against any liability asserted
        against him and incurred by him in any such capacity, or arising out of
        his status as such, whether or not the corporation would have the
        obligation or the power to indemnify him against such liability under
        the provisions of this Article Five. Insurance may be purchased from or
        maintained with a person in which the corporation has a financial
        interest.

               Section  5.08.  Certain  Definitions.  For  purposes of this
        Article  Five,  and as  examples  and not by way of limitation:

               (A) A person claiming indemnification under this Article Five
        shall be deemed to have been successful on the merits or otherwise in
        defense of any action, suit or proceeding referred to in Section 5.01,
        or in defense of any claim, issue or other matter therein, if such
        action, suit or proceeding shall be terminated as to such person, with
        or without prejudice, without the entry of a judgment or order against
        him, without a conviction of him, without the imposition of a fine upon
        him and without his payment or agreement to pay any amount in settlement
        thereof (whether or not any such termination is based upon a judicial or
        other determination of the lack of merit of the claims made against him
        or otherwise results in a vindication of him); and

               (B) References to an "other enterprise" shall include employee
        benefit plans; references to a "fine" shall include any excise taxes
        assessed on a person with respect to an employee benefit plan; and
        references to "serving at the request of the corporation" shall include
        any service as a director, officer, employee or agent of the corporation
        which imposes duties on, or involves services by, such director,
        officer, employee or agent with respect to an employee benefit plan, its
        participants or beneficiaries; and a person who acted in good faith and
        in a manner he reasonably believed to be in the best interests of the
        participants and beneficiaries of an employee benefit plan shall be
        deemed to have acted in a manner "not opposed to the best interests of
        the corporation" within the meaning of that term as used in this Article
        Five.

               Section 5.09. Venue. Any action, suit or proceeding to determine
        a claim for indemnification under this Article Five may be maintained by
        the person claiming such indemnification, or by the corporation, in the
        Court of Common Pleas of Washington County, Ohio. The corporation and
        (by claiming such indemnification) each such person consent to the
        exercise of jurisdiction over its or his person by the Court of Common
        Pleas of Washington County, Ohio in any such action, suit or proceeding.

               The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might be
incurred by them in such capacities.


Item 7.  Exemption from Registration Claimed.
--------------------------------------------

               Not Applicable.


Item 8.  Exhibits.
-----------------

               See the Index to Exhibits attached hereto at page 16.


Item 9.  Undertakings.
---------------------

A.      The undersigned Registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

              (ii)    To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and

             (iii)    To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
                apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by
                the Registrant pursuant to Section 13 or Section 15(d) of the
                Securities Exchange Act of 1934 that are incorporated by
                reference in this registration statement.

        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

        (3)    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors,  officers and controlling
         persons of the Registrant  pursuant to the provisions  described in
         Item 6 of this Part II, or  otherwise,  the  Registrant  has been
         advised  that in the  opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the Act
         and is, therefore, unenforceable.  In the event that a claim for
         indemnification  against such liabilities  (other than the payment by
         the  Registrant  of  expenses  incurred  or  paid  by  a  director,
         officer or controlling  person of the Registrant in the  successful
         defense of any action, suit or proceeding) is asserted by such
         director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its  counsel  the matter  has been  settled  by  controlling
         precedent, submit to a court of appropriate  jurisdiction  the question
         whether such indemnification by it is against public policy as
         expressed in the Act and will be governed by the final adjudication of
         such issue.

<PAGE>




                                                     SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marietta, State of Ohio, on the 15th
day of April, 2002.

                                        PEOPLES BANCORP INC.


                                        By: /s/ ROBERT E. EVANS
                                           -------------------------------------
                                           Robert E. Evans, President and Chief
                                           Executive Officer

              Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 15th day of April, 2002.

Signature                                           Capacities

/s/ ROBERT E. EVANS                                 President, Chief Executive
----------------------------------------------
Robert E. Evans                                     Officer and Director

*Carl Baker, Jr.                                    Director
----------------------------------------------
Carl Baker, Jr.

*George W. Broughton                                Director
----------------------------------------------
George W. Broughton

*Frank L. Christy                                   Director
----------------------------------------------
Frank L. Christy

*Wilford D. Dimit                                   Director
----------------------------------------------
Wilford D. Dimit

*Rex E. Maiden                                      Director
----------------------------------------------
Rex E. Maiden

*Robert W. Price                                    Director
----------------------------------------------
Robert W. Price


*By:/s/ ROBERT E. EVANS
    ------------------------------------------
    Robert E. Evans
    Attorney-in-Fact


<PAGE>


*Paul T. Theisen                                    Director
----------------------------------------------
Paul T. Theisen

*Thomas C. Vakakin                                  Director
----------------------------------------------
Thomas C. Vadakin

*Joseph H. Wesel                                    Director
----------------------------------------------
Joseph H. Wesel

*John W. Conlon                                     Chief Financial Officer &
-----------------------------------------------     Treasurer
John W. Conlon


*Gary L. Kriechbaum                                  Controller
-----------------------------------------------
Gary L. Kriechbaum


*By:/s/ ROBERT E. EVANS
    -------------------------------------------
    Robert E. Evans
    Attorney-in-Fact




<PAGE>





                                INDEX TO EXHIBITS


 Exhibit No.     Description                                          Page No.
 -----------     -----------                                          --------
   5             Opinion of Charles R. Hunsaker, General Counsel of       *
                 Peoples Bancorp Inc., as to the validity of the
                 securities being registered

  10             Peoples Bancorp Inc. 2002 Stock Option Plan              *

  23(a)          Consent of Independent Auditors - Ernst & Young LLP      *

  23(b)          Consent of Counsel (included in Exhibit 5)               *

   24            Powers of Attorney                                       *


-------------------
*Filed herewith.
[{"type": "S-8", "sequence": "1", "filename": "s-82002sop.txt", "secsgml_size_bytes": 39182}]
{"company-data": {"conformed-name": "PEOPLES BANCORP INC", "cik": "0000318300", "assigned-sic": "6022", "irs-number": "310987416", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-86246", "film-number": "02610769"}, "business-address": {"street1": "138 PUTNAM ST", "street2": "P O BOX 738", "city": "MARIETTA", "state": "OH", "zip": "45750-0738", "phone": "7403733155"}}
As filed on April 15, 2002.
                                             Registration No. 333-______________
================================================================================

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                       ----------------------------------

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                       ----------------------------------

                              Peoples Bancorp Inc.
             (Exact name of registrant as specified in its charter)

           Ohio                                     31-0987416
-------------------------------                  -------------------
(State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                  Identification No.)

  138 Putnam Street, P.O. Box 738, Marietta, Ohio       45750
-------------------------------------------------    -----------
    (Address of Principal Executive Offices)          (Zip Code)

                   Peoples Bancorp Inc. 2002 Stock Option Plan
                   -------------------------------------------
                            (Full title of the plan)

                                    Copy to:
Charles R. Hunsaker, Esq.           Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.                Vorys, Sater, Seymour and Pease LLP
138 Putnam Street, P.O. Box 738     52 East Gay Street, P.O. Box 1008
Marietta, Ohio 45750                Columbus, Ohio 43216-1008
-------------------------------
(Name and address of agent
for service)

                                 (740) 374-6109
          (Telephone number, including area code, of agent for service)
                        ---------------------------------

                         Calculation of Registration Fee

Title of        Amount       Proposed maximum  Proposed maximum     Amount of
securities to   to be        offering price    aggregate offering   registration
be registered   registered   per share(1)      price(1)             fee
--------------------------------------------------------------------------------

Common Shares,   425,000     $     28.33       $12,040,250          $   1,107.70
                 -------      ----------        ----------          ------------
without par
value
--------------------------------------------------------------------------------

(1)      Estimated solely for the purpose of calculating the aggregate offering
         price and the registration fee pursuant to Rules 457(c) and 457(h)
         promulgated under the Securities Act of 1933, as amended, and computed
         on the basis of $28.33 for 425,000 Common Shares, which price is the
         closing price of the common shares as reported on the NASDAQ National
         Market System on April 11, 2002.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
------------------------------------------------

         The Annual Report on Form 10-K for the fiscal year ended
December 31, 2001 of Peoples Bancorp Inc. (the "Registrant"), and all other
reports filed with the Securities and Exchange Commission (the "Commission")
pursuant to the requirements of Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.

         The description of the Registrant's Common Shares contained in
the Registrant's Registration Statement on Form 8-B (File No. 0-16772) filed
with the Commission on July 20, 1993, and all amendments thereto or reports
filed for the purpose of updating such description heretofore filed by the
Registrant with the Commission, are hereby incorporated by reference.

         Any definitive proxy statement or information statement filed
pursuant to Section 14 of the Exchange Act and all documents which may be filed
with the Commission pursuant to Sections 13, 14 or 15(d) of the Exchange Act
subsequent to the date hereof and prior to the completion of the offering
contemplated by the Peoples Bancorp Inc. 2002 Stock Option Plan shall also be
deemed to be incorporated herein by reference and to be made a part hereof from
the date of filing of such documents.

Item 4.  Description of Securities.
----------------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
-----------------------------------------------

         Charles R.  Hunsaker is the General  Counsel of the Registrant
and is an employee  eligible to  participate  in the Peoples  Bancorp Inc. 2002
Stock Option Plan. As of April 11, 2002,  Mr.  Hunsaker  owned 272 Common Shares
of the  Registrant,  2,664 Common Shares of the Registrant  were held in
Mr. Hunsaker's  account under the Peoples Bancorp Inc.  Retirement  Savings Plan
and Mr.Hunsaker held options to purchase 37,093 Common Shares of the Registrant
at various prices.

Item 6.  Indemnification of Directors and Officers.
--------------------------------------------------

         Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:

               (E)(1) A corporation may indemnify or agree to indemnify any
        person who was or is a party, or is threatened to be made a party, to
        any threatened, pending, or completed action, suit, or proceeding,
        whether civil, criminal, administrative, or investigative, other than an
        action by or in the right of the corporation, by reason of the fact that
        he is or was a director, officer, employee, or agent of the corporation,
        or is or was serving at the request of the corporation as a director,
        trustee, officer, employee, member, manager, or agent of another
        corporation, domestic or foreign, nonprofit or for profit, a limited
        liability company, or a partnership, joint venture, trust, or other
        enterprise, against expenses, including attorney's fees, judgments,
        fines, and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit, or proceeding, if he acted
        in good faith and in a manner he reasonably believed to be in or not
        opposed to the best interests of the corporation, and, with respect to
        any criminal action or proceeding, if he had no reasonable cause to
        believe his conduct was unlawful. The termination of any action, suit,
        or proceeding by judgment, order, settlement, or conviction, or upon a
        plea of nolo contendere or its equivalent, shall not, of itself, create
        a presumption that the person did not act in good faith and in a manner
        he reasonably believed to be in or not opposed to the best interests of
        the corporation, and, with respect to any criminal action or proceeding,
        he had reasonable cause to believe that his conduct was unlawful.

               (2) A corporation may indemnify or agree to indemnify any person
        who was or is a party, or is threatened to be made a party, to any
        threatened, pending, or completed action or suit by or in the right of
        the corporation to procure a judgment in its favor, by reason of the
        fact that he is or was a director, officer, employee, or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director, trustee, officer, employee, member, manager, or agent of
        another corporation, domestic or foreign, nonprofit or for profit, a
        limited liability company, or a partnership, joint venture, trust, or
        other enterprise, against expenses, including attorney's fees, actually
        and reasonably incurred by him in connection with the defense or
        settlement of such action or suit, if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the corporation, except that no indemnification shall be
        made in respect of any of the following:

                      (a) Any claim, issue, or matter as to which such person is
               adjudged to be liable for negligence or misconduct in the
               performance of his duty to the corporation unless, and only to
               the extent that, the court of common pleas or the court in which
               such action or suit was brought determines, upon application,
               that, despite the adjudication of liability, but in view of all
               the circumstances of the case, such person is fairly and
               reasonably entitled to indemnity for such expenses as the court
               of common pleas or such other court shall deem proper;

                      (b) Any action or suit in which the only liability
               asserted against a director is pursuant to section 1701.95 of the
               Revised Code.

               (3) To the extent that a director, trustee, officer, employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action, suit, or proceeding referred to in division
        (E)(1) or (2) of this section, or in defense of any claim, issue, or
        matter therein, he shall be indemnified against expenses, including
        attorney's fees, actually and reasonably incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any indemnification under division (E)(1) or (2) of this
        section, unless ordered by a court, shall be made by the corporation
        only as authorized in the specific case, upon a determination that
        indemnification of the director, trustee, officer, employee, member,
        manager, or agent is proper in the circumstances because he has met the
        applicable standard of conduct set forth in division (E)(1) or (2) of
        this section. Such determination shall be made as follows:

                      (a) By a majority vote of a quorum consisting of directors
               of the indemnifying corporation who were not and are not parties
               to or threatened with the action, suit, or proceeding referred to
               in division (E)(1) or (2) of this section;

                      (b) If the quorum described in division (E)(4)(a) of this
               section is not obtainable or if a majority vote of a quorum of
               disinterested directors so directs, in a written opinion by
               independent legal counsel other than an attorney, or a firm
               having associated with it an attorney, who has been retained by
               or who has performed services for the corporation or any person
               to be indemnified within the past five years;

                      (c)      By the shareholders;

                      (d) By the court of common pleas or the court in which the
               action, suit, or proceeding referred to in division (E)(1) or (2)
               of this section was brought.

               Any determination made by the disinterested directors under
        division (E)(4)(a) or by independent legal counsel under division
        (E)(4)(b) of this section shall be promptly communicated to the person
        who threatened or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section, and, within ten days
        after receipt of such notification, such person shall have the right to
        petition the court of common pleas or the court in which such action or
        suit was brought to review the reasonableness of such determination.

               (5)(a) Unless at the time of a director's act or omission that is
        the subject of an action, suit, or proceeding referred to in division
        (E)(1) or (2) of this section, the articles or the regulations of a
        corporation state, by specific reference to this division, that the
        provisions of this division do not apply to the corporation and unless
        the only liability asserted against a director in an action, suit, or
        proceeding referred to in division (E)(1) or (2) of this section is
        pursuant to section 1701.95 of the Revised Code, expenses, including
        attorney's fees, incurred by a director in defending the action, suit,
        or proceeding shall be paid by the corporation as they are incurred, in
        advance of the final disposition of the action, suit, or proceeding,
        upon receipt of an undertaking by or on behalf of the director in which
        he agrees to do both of the following:

                      (i) Repay such amount if it is proved by clear and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act involved an act or omission undertaken
               with deliberate intent to cause injury to the corporation or
               undertaken with reckless disregard for the best interests of the
               corporation;

                      (ii)Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses, including attorney's fees, incurred by a director,
        trustee, officer, employee, member, manager, or agent in defending any
        action, suit, or proceeding referred to in division (E)(1) or (2) of
        this section, may be paid by the corporation as they are incurred, in
        advance of the final disposition of the action, suit, or proceeding, as
        authorized by the directors in the specific case, upon receipt of an
        undertaking by or on behalf of the director, trustee, officer, employee,
        member, manager, or agent to repay such amount, if it ultimately is
        determined that he is not entitled to be indemnified by the corporation.

               (6) The indemnification authorized by this section shall not be
        exclusive of, and shall be in addition to, any other rights granted to
        those seeking indemnification under the articles, the regulations, any
        agreement, a vote of shareholders or disinterested directors, or
        otherwise, both as to action in their official capacities and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director, trustee,
        officer, employee, member, manager, or agent and shall inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain insurance or furnish
        similar protection, including, but not limited to, trust funds, letters
        of credit, or self-insurance, on behalf of or for any person who is or
        was a director, officer, employee, or agent of the corporation, or is or
        was serving at the request of the corporation as a director, trustee,
        officer, employee, member, manager, or agent of another corporation,
        domestic or foreign, nonprofit or for profit, a limited liability
        company, or a partnership, joint venture, trust, or other enterprise,
        against any liability asserted against him and incurred by him in any
        such capacity, or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify persons pursuant
        to division (E)(1) or (2) of this section does not limit the payment of
        expenses as they are incurred, indemnification, insurance, or other
        protection that may be provided pursuant to divisions (E)(5),(6), and
        (7) of this section. Divisions (E)(1) and (2) of this section do not
        create any obligation to repay or return payments made by the
        corporation pursuant to division (E)(5),(6) or (7).

               (9) As used in division (E) of this section, "corporation"
        includes all constituent entities in a consolidation or merger and the
        new or surviving corporation, so that any person who is or was a
        director, officer, employee, trustee, member, manager, or agent of such
        a constituent entity, or is or was serving at the request of such
        constituent entity as a director, trustee, officer, employee, member,
        manager, or agent of another corporation, domestic or foreign, nonprofit
        or for profit, a limited liability company, or a partnership, joint
        venture, trust, or other enterprise, shall stand in the same position
        under this section with respect to the new or surviving corporation as
        he would if he had served the new or surviving corporation in the same
        capacity.

               Article FIVE of the Company's Code of Regulations governs
        indemnification by the Registrant and provides as follows:

               Section 5.01. MANDATORY INDEMINFICATION. The corporation shall
        indemnify any officer or director of the corporation who was or is a
        party or is threatened to be made a party to any threatened, pending or
        completed action, suit or proceeding, whether civil, criminal,
        administrative or investigative (including, without limitation, any
        action threatened or instituted by or in the right of the corporation),
        by reason of the fact that he is or was a director, officer, employee or
        agent of the corporation, or is or was serving at the request of the
        corporation as a director, trustee, officer, employee or agent of
        another corporation (domestic or foreign, nonprofit or for profit),
        partnership, joint venture, trust or other enterprise, against expenses
        (including, without limitation, attorneys' fees, filing fees, court
        reporters' fees and transcript costs), judgments, fines and amounts paid
        in settlement actually and reasonably incurred by him in connection with
        such action, suit or proceeding if he acted in good faith and in a
        manner he reasonably believed to be in or not opposed to the best
        interests of the corporation, and with respect to any criminal action or
        proceeding, he had no reasonable cause to believe his conduct was
        unlawful. A person claiming indemnification under this Section 5.01
        shall be presumed, in respect of any act or omission giving rise to such
        claim for indemnification, to have acted in good faith and in a manner
        he reasonably believed to be in or not opposed to the best interests of
        the corporation, and with respect to any criminal matter, to have had no
        reasonable cause to believe his conduct was unlawful, and the
        termination of any action, suit or proceeding by judgment, order,
        settlement or conviction, or upon a plea of nolo contendere or its
        equivalent, shall not, of itself, rebut such presumption.

               Section 5.02.  COURT-APPROVED  INDEMINFICATION.  Anything
        contained in theRegulations or elsewhere to thecontrary notwithstanding:

               (A) the corporation shall not indemnify any officer or director
        of the corporation who was a party to any completed action or suit
        instituted by or in the right of the corporation to procure a judgment
        in its favor by reason of the fact that he is or was a director,
        officer, employee or agent of the corporation, or is or was serving at
        the request of the corporation as a director, trustee, officer, employee
        or agent of another corporation (domestic or foreign, nonprofit or for
        profit), partnership, joint venture, trust or other enterprise, in
        respect of any claim, issue or matter asserted in such action or suit as
        to which he shall have been adjudged to be liable for acting with
        reckless disregard for the best interests of the corporation or
        misconduct (other than negligence) in the performance of his duty to the
        corporation unless and only to the extent that the Court of Common Pleas
        of Washington County, Ohio or the court in which such action or suit was
        brought shall determine upon application that, despite such adjudication
        of liability, and in view of all the circumstances of the case, he is
        fairly and reasonably entitled to such indemnity as such Court of Common
        Pleas or such other court shall deem proper; and

               (B) the corporation shall promptly make any such unpaid
        indemnification as is determined by a court to be proper as contemplated
        by this Section 5.02.

               Section 5.03. Indemnification for Expenses. Anything contained in
        the Regulations or elsewhere to the contrary notwithstanding, to the
        extent that an officer or director of the corporation has been
        successful on the merits or otherwise in defense of any action, suit or
        proceeding referred to in Section 5.01, or in defense of any claim,
        issue or matter therein, he shall be promptly indemnified by the
        corporation against expenses (including, without limitation, attorneys'
        fees, filing fees, court reporters' fees and transcript costs) actually
        and reasonably incurred by him in connection therewith.

               Section 5.04. Determination Required. Any indemnification
        required under Section 5.01 and not precluded under Section 5.02 shall
        be made by the corporation only upon a determination that such
        indemnification of the officer or director is proper in the
        circumstances because he has met the applicable standard of conduct set
        forth in Section 5.01. Such determination may be made only (A) by a
        majority vote of a quorum consisting of directors of the corporation who
        were not and are not parties to, or threatened with, any such action,
        suit or proceeding, or (B) if such a quorum is not obtainable or if a
        majority of a quorum of disinterested directors so directs, in a written
        opinion by independent legal counsel other than an attorney, or a firm
        having associated with it an attorney, who has been retained by or who
        has performed services for the corporation, or any person to be
        indemnified, within the past five years, or (C) by the shareholders, or
        (D) by the Court of Common Pleas of Washington County, Ohio or (if the
        corporation is a party thereto) the court in which such action, suit or
        proceeding was brought, if any; any such determination may be made by a
        court under division (D) of this Section 5.04 at any time [including,
        without limitation, any time before, during or after the time when any
        such determination may be requested of, be under consideration by or
        have been denied or disregarded by the disinterested directors under
        division (A) or by independent legal counsel under division (B) or by
        the shareholders under division (C) of this Section 5.04]; and no
        failure for any reason to make any such determination, and no decision
        for any reason to deny any such determination, by the disinterested
        directors under division (A) or by independent legal counsel under
        division (B) or by the shareholders under division (C) of this Section
        5.04 shall be evidence in rebuttal of the presumption recited in Section
        5.01. Any determination made by the disinterested directors under
        division (A) or by independent legal counsel under division (B) of this
        Section 5.04 to make indemnification in respect of any claim, issue or
        matter asserted in an action or suit threatened or brought by or in the
        right of the corporation shall be promptly communicated to the person
        who threatened or brought such action or suit, and within ten (10) days
        after receipt of such notification such person shall have the right to
        petition the Court of Common Pleas of Washington County, Ohio or the
        court in which such action or suit was brought, if any, to review the
        reasonableness of such determination.

               Section 5.05. Advances for Expenses. Expenses (including, without
        limitation, attorneys' fees, filing fees, court reporters' fees and
        transcript costs) incurred in defending any action, suit or proceeding
        referred to in Section 5.01 shall be paid by the corporation in advance
        of the final disposition of such action, suit or proceeding to or on
        behalf of the officer or director promptly as such expenses are incurred
        by him, but only if such officer or director shall first agree, in
        writing, to repay all amounts so paid in respect of any claim, issue or
        other matter asserted in such action, suit or proceeding in defense of
        which he shall not have been successful on the merits or otherwise:

               (A) if it shall ultimately be determined as provided in Section
        5.04 that he is not entitled to be indemnified by the corporation as
        provided under Section 5.01; or

               (B) if, in respect of any claim, issue or other matter asserted
        by or in the right of the corporation in such action or suit, he shall
        have been adjudged to be liable for acting with reckless disregard for
        the best interests of the corporation or misconduct (other than
        negligence) in the performance of his duty to the corporation, unless
        and only to the extent that the Court of Common Pleas of Washington
        County, Ohio or the court in which such action or suit was brought shall
        determine upon application that, despite such adjudication of liability,
        and in view of all the circumstances, he is fairly and reasonably
        entitled to all or part of such indemnification.

               Section 5.06. Article Five Not Exclusive. The indemnification
        provided by this Article Five shall not be exclusive of, and shall be in
        addition to, any other rights to which any person seeking
        indemnification may be entitled under the Articles or the Regulations or
        any agreement, vote of shareholders or disinterested directors, or
        otherwise, both as to action in his official capacity and as to action
        in another capacity while holding such office, and shall continue as to
        a person who has ceased to be an officer or director of the corporation
        and shall inure to the benefit of the heirs, executors, and
        administrators of such a person.

               Section 5.07. Insurance. The corporation may purchase and
        maintain insurance or furnish similar protection, including but not
        limited to trust funds, letters of credit, or self-insurance, on behalf
        of any person who is or was a director, officer, employee or agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, trustee, officer, employee, or agent of another
        corporation (domestic or foreign, nonprofit or for profit), partnership,
        joint venture, trust or other enterprise, against any liability asserted
        against him and incurred by him in any such capacity, or arising out of
        his status as such, whether or not the corporation would have the
        obligation or the power to indemnify him against such liability under
        the provisions of this Article Five. Insurance may be purchased from or
        maintained with a person in which the corporation has a financial
        interest.

               Section  5.08.  Certain  Definitions.  For  purposes of this
        Article  Five,  and as  examples  and not by way of limitation:

               (A) A person claiming indemnification under this Article Five
        shall be deemed to have been successful on the merits or otherwise in
        defense of any action, suit or proceeding referred to in Section 5.01,
        or in defense of any claim, issue or other matter therein, if such
        action, suit or proceeding shall be terminated as to such person, with
        or without prejudice, without the entry of a judgment or order against
        him, without a conviction of him, without the imposition of a fine upon
        him and without his payment or agreement to pay any amount in settlement
        thereof (whether or not any such termination is based upon a judicial or
        other determination of the lack of merit of the claims made against him
        or otherwise results in a vindication of him); and

               (B) References to an "other enterprise" shall include employee
        benefit plans; references to a "fine" shall include any excise taxes
        assessed on a person with respect to an employee benefit plan; and
        references to "serving at the request of the corporation" shall include
        any service as a director, officer, employee or agent of the corporation
        which imposes duties on, or involves services by, such director,
        officer, employee or agent with respect to an employee benefit plan, its
        participants or beneficiaries; and a person who acted in good faith and
        in a manner he reasonably believed to be in the best interests of the
        participants and beneficiaries of an employee benefit plan shall be
        deemed to have acted in a manner "not opposed to the best interests of
        the corporation" within the meaning of that term as used in this Article
        Five.

               Section 5.09. Venue. Any action, suit or proceeding to determine
        a claim for indemnification under this Article Five may be maintained by
        the person claiming such indemnification, or by the corporation, in the
        Court of Common Pleas of Washington County, Ohio. The corporation and
        (by claiming such indemnification) each such person consent to the
        exercise of jurisdiction over its or his person by the Court of Common
        Pleas of Washington County, Ohio in any such action, suit or proceeding.

               The Registrant has purchased insurance coverage under a policy
which insures directors and officers against certain liabilities which might be
incurred by them in such capacities.

Item 7.  Exemption from Registration Claimed.
--------------------------------------------

               Not Applicable.

Item 8.  Exhibits.
-----------------

               See the Index to Exhibits attached hereto at page 16.

Item 9.  Undertakings.
---------------------

A.      The undersigned Registrant hereby undertakes:

        (1)    To file, during any period in which offers or sales are being
               made, a post-effective amendment to this registration statement:

               (i)    To include any prospectus required by Section 10(a)(3) of
                      the Securities Act of 1933;

              (ii)    To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement; and

             (iii)    To include any material information with respect to the
                      plan of distribution not previously disclosed in the
                      registration statement or any material change to such
                      information in the registration statement;

                provided, however, that paragraphs A(1)(i) and A(1)(ii) do not
                apply if the information required to be included in a
                post-effective amendment by those paragraphs is contained in
                periodic reports filed with or furnished to the Commission by
                the Registrant pursuant to Section 13 or Section 15(d) of the
                Securities Exchange Act of 1934 that are incorporated by
                reference in this registration statement.

        (2)     That, for the purpose of determining any liability under the
                Securities Act of 1933, each such post-effective amendment shall
                be deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

        (3)    To remove from registration by means of a post-effective
               amendment any of the securities being registered which remain
               unsold at the termination of the offering.

B.       The undersigned Registrant hereby undertakes that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the Registrant's annual report pursuant to Section 13(a) or Section
         15(d) of the Securities Exchange Act of 1934 that is incorporated by
         reference in the registration statement shall be deemed to be a new
         registration statement relating to the securities offered therein, and
         the offering of such securities at that time shall be deemed to be the
         initial bona fide offering thereof.

C.       Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors,  officers and controlling
         persons of the Registrant  pursuant to the provisions  described in
         Item 6 of this Part II, or  otherwise,  the  Registrant  has been
         advised  that in the  opinion of the Securities and Exchange Commission
         such indemnification is against public policy as expressed in the Act
         and is, therefore, unenforceable.  In the event that a claim for
         indemnification  against such liabilities  (other than the payment by
         the  Registrant  of  expenses  incurred  or  paid  by  a  director,
         officer or controlling  person of the Registrant in the  successful
         defense of any action, suit or proceeding) is asserted by such
         director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its  counsel  the matter  has been  settled  by  controlling
         precedent, submit to a court of appropriate  jurisdiction  the question
         whether such indemnification by it is against public policy as
         expressed in the Act and will be governed by the final adjudication of
         such issue.
SIGNATURES

                  The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Marietta, State of Ohio, on the 15th
day of April, 2002.

                                        PEOPLES BANCORP INC.

                                        By: /s/ ROBERT E. EVANS
                                           -------------------------------------
                                           Robert E. Evans, President and Chief
                                           Executive Officer

              Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated, on the 15th day of April, 2002.

Signature                                           Capacities

/s/ ROBERT E. EVANS                                 President, Chief Executive
----------------------------------------------
Robert E. Evans                                     Officer and Director

*Carl Baker, Jr.                                    Director
----------------------------------------------
Carl Baker, Jr.

*George W. Broughton                                Director
----------------------------------------------
George W. Broughton

*Frank L. Christy                                   Director
----------------------------------------------
Frank L. Christy

*Wilford D. Dimit                                   Director
----------------------------------------------
Wilford D. Dimit

*Rex E. Maiden                                      Director
----------------------------------------------
Rex E. Maiden

*Robert W. Price                                    Director
----------------------------------------------
Robert W. Price

*By:/s/ ROBERT E. EVANS
    ------------------------------------------
    Robert E. Evans
    Attorney-in-Fact
*Paul T. Theisen                                    Director
----------------------------------------------
Paul T. Theisen

*Thomas C. Vakakin                                  Director
----------------------------------------------
Thomas C. Vadakin

*Joseph H. Wesel                                    Director
----------------------------------------------
Joseph H. Wesel

*John W. Conlon                                     Chief Financial Officer &
-----------------------------------------------     Treasurer
John W. Conlon

*Gary L. Kriechbaum                                  Controller
-----------------------------------------------
Gary L. Kriechbaum

*By:/s/ ROBERT E. EVANS
    -------------------------------------------
    Robert E. Evans
    Attorney-in-Fact
INDEX TO EXHIBITS

 Exhibit No.     Description                                          Page No.
 -----------     -----------                                          --------
   5             Opinion of Charles R. Hunsaker, General Counsel of       *
                 Peoples Bancorp Inc., as to the validity of the
                 securities being registered

  10             Peoples Bancorp Inc. 2002 Stock Option Plan              *

  23(a)          Consent of Independent Auditors - Ernst & Young LLP      *

  23(b)          Consent of Counsel (included in Exhibit 5)               *

   24            Powers of Attorney                                       *

-------------------
*Filed herewith.