As filed with the Securities and Exchange Commission on September 4, 1998
                                        Registration No. 333-______________
	

                   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. 1998 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,  150,000     $32.75 for             $4,030,825      $1,189.09   
without par     -------     9,000 common shares;   ----------      ---------
value                       $28.75 for
                            2,400 common shares;
                            $26.375 for 138,600
                            common shares                                      
------------------------------------------------------------------------------
(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 (a)
$32.75 for 9,000 Common Shares, which is the exercise price of options which
have been granted with respect to these Common Shares; (b) $28.75 for 2,400
Common Shares, which is the exercise price of options which have been granted
with respect to these Common Shares; and (c) $26.375 for 138,600 Common
Shares, which is the average of the high and low sales prices of the Common
Shares as reported on The NASDAQ National Market on August 31, 1998.


                                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,
1997 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 hereby, 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; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.

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. 1998 Stock
Option Plan.  As of September 1, 1998, Mr. Hunsaker owned 183 Common Shares
of the Registrant, 1,991 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 22,042 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 thecorporation, 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, non-
profit 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 Indemnification.
-----------------------------------------
         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 Indemnification.
----------------------------------------------
         Anything contained in the Regulations or elsewhere to the contrary
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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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
1st day of September, 1998.

                                   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 1st day of September, 1998.

Signature				Capacities
---------------------                   --------------------------

/s/ ROBERT E. EVANS                     President, Chief Executive
    Robert E. Evans                     Officer and Director
    
*George W. Broughton			Director
George W. Broughton

*Wilford D. Dimit			Director
Wilford D. Dimit

*Barton S. Holl                         Director
Barton S. Holl

*Rex E. Maiden                          Director
Rex E. Maiden

*Norman J. Murray			Director
Norman J. Murray

*Paul T. Theisen			Director
Paul T. Theisen

*Thomas C. Vadakin                      Director
Thomas C. Vadakin

*Joseph H. Wesel                        Chairman of the Board and 
Joseph H. Wesel                         Director

*Jeffrey D. Welch                       Treasurer (Principal 
Jeffrey D. Welch                        Accounting Officer)

*John W. Conlon                         Chief Financial Officer
John W. Conlon


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


                            INDEX TO EXHIBITS
                            -----------------


Exhibit No.           Description                           Page Number
-----------           ----------------------------------    -----------

   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. 1998 Stock           *
                      Option Plan

   23(a)              Consent of Ernst & Young LLP              *

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

   24                 Powers of Attorney                        *


*Filed herewith.
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{"company-data": {"conformed-name": "PEOPLES BANCORP INC", "cik": "0000318300", "assigned-sic": "6022", "irs-number": "310987416", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62935", "film-number": "98704695"}, "business-address": {"street1": "138 PUTNAM ST", "street2": "P O BOX 738", "city": "MARIETTA", "state": "OH", "zip": "45750", "phone": "6143733155"}}
As filed with the Securities and Exchange Commission on September 4, 1998
                                        Registration No. 333-______________
	

                   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. 1998 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,  150,000     $32.75 for             $4,030,825      $1,189.09   
without par     -------     9,000 common shares;   ----------      ---------
value                       $28.75 for
                            2,400 common shares;
                            $26.375 for 138,600
                            common shares                                      
------------------------------------------------------------------------------
(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 (a)
$32.75 for 9,000 Common Shares, which is the exercise price of options which
have been granted with respect to these Common Shares; (b) $28.75 for 2,400
Common Shares, which is the exercise price of options which have been granted
with respect to these Common Shares; and (c) $26.375 for 138,600 Common
Shares, which is the average of the high and low sales prices of the Common
Shares as reported on The NASDAQ National Market on August 31, 1998.

                                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,
1997 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 hereby, 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; provided, however, that no report of the Compensation Committee of
the Board of Directors of the Registrant on executive compensation and no
performance graph included in any proxy statement or information statement
filed pursuant to Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.

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. 1998 Stock
Option Plan.  As of September 1, 1998, Mr. Hunsaker owned 183 Common Shares
of the Registrant, 1,991 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 22,042 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 thecorporation, 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, non-
profit 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 Indemnification.
-----------------------------------------
         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 Indemnification.
----------------------------------------------
         Anything contained in the Regulations or elsewhere to the contrary
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 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to 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
1st day of September, 1998.

                                   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 1st day of September, 1998.

Signature				Capacities
---------------------                   --------------------------

/s/ ROBERT E. EVANS                     President, Chief Executive
    Robert E. Evans                     Officer and Director
    
*George W. Broughton			Director
George W. Broughton

*Wilford D. Dimit			Director
Wilford D. Dimit

*Barton S. Holl                         Director
Barton S. Holl

*Rex E. Maiden                          Director
Rex E. Maiden

*Norman J. Murray			Director
Norman J. Murray

*Paul T. Theisen			Director
Paul T. Theisen

*Thomas C. Vadakin                      Director
Thomas C. Vadakin

*Joseph H. Wesel                        Chairman of the Board and 
Joseph H. Wesel                         Director

*Jeffrey D. Welch                       Treasurer (Principal 
Jeffrey D. Welch                        Accounting Officer)

*John W. Conlon                         Chief Financial Officer
John W. Conlon

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

                            INDEX TO EXHIBITS
                            -----------------

Exhibit No.           Description                           Page Number
-----------           ----------------------------------    -----------

   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. 1998 Stock           *
                      Option Plan

   23(a)              Consent of Ernst & Young LLP              *

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

   24                 Powers of Attorney                        *

*Filed herewith.