As filed with the Securities and Exchange Commission on December 31, 1997
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. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries
------------------------------------------------------
             (Full title of the plan)

                             Copy to:
Charles R. Hunsaker, Esq.		             Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.			                 Vorys, Sater, Seymour and Pease
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     Amount of 
securities to    to be        offering price      maximum      registration
be registered    registered   per share(1)        aggregate    fee
                                                  offering
                                                  price(1)
--------------   ----------   ----------------    ----------   ----------
Common Shares,   50,000       $43.25              $2,162,500   $638
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 $43.25, which is the average of the high and
        low sales prices of the Common Shares as reported on The NASDAQ
        National Market on December 29, 1997.



                                   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, 1996 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.
------------------------------------------------

  Not Applicable.  


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 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 31st day of December, 1997.

                            				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 31st day of December, 1997.


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

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

*/s/ GEORGE W. BROUGHTON                Director
 George W. Broughton

*/s/ WILFORD D. DIMIT                   Director
 Wilford D. Dimit

*/s/ BARTON S. HOLL                     Director
 Barton S. Holl

*/s/ REX E. MAIDEN                      Director
 Rex E. Maiden

*/s/ NORMAN J. MURRAY                   Director
 Norman J. Murray

*/s/ PAUL T. THEISEN                    Director
 Paul T. Theisen


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


*/s/ THOMAS C. VADAKIN                  Director
 Thomas C. Vadakin

*/s/ JOSEPH H. WESEL                    Chairman of the Board and 
 Joseph H. Wesel                        Director

*/s/ JEFFREY D. WELCH                   Treasurer (Principal 
 Jeffrey D. Welch                       Accounting Officer)

*/s/ 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 No.
-----------        --------------------------------    --------
   10(a)           Peoples Bancorp Inc. Deferred           *
                   Compensation Plan for Directors
                   of Peoples Bancorp Inc. and
                   Subsidiaries effective
                   January 2, 1998

  10(b)            Form of Rabbi Trust Agreement           *
                   between Peoples Bancorp Inc.
                   and The Peoples Banking and
                   Trust Company related to Peoples
                   Bancorp Inc. Deferred Compensation
                   Plan for Directors of Peoples
                   Bancorp Inc. and Subsidiaries

  23(a)            Consent of Ernst & Young LLP            *

  23(b)            Consent of Coopers & Lybrand L.L.P.     *

   24              Powers of Attorney                      *


*Filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR PEOPLES BANCORP INC.", "secsgml_size_bytes": 37127}]
{"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": "333-43629", "film-number": "97747858"}, "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 December 31, 1997
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. Deferred Compensation Plan
for Directors of Peoples Bancorp Inc. and Subsidiaries
------------------------------------------------------
             (Full title of the plan)

                             Copy to:
Charles R. Hunsaker, Esq.		             Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.			                 Vorys, Sater, Seymour and Pease
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     Amount of 
securities to    to be        offering price      maximum      registration
be registered    registered   per share(1)        aggregate    fee
                                                  offering
                                                  price(1)
--------------   ----------   ----------------    ----------   ----------
Common Shares,   50,000       $43.25              $2,162,500   $638
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 $43.25, which is the average of the high and
        low sales prices of the Common Shares as reported on The NASDAQ
        National Market on December 29, 1997.

                                   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, 1996 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.
------------------------------------------------

  Not Applicable.  

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 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 31st day of December, 1997.

                            				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 31st day of December, 1997.

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

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

*/s/ GEORGE W. BROUGHTON                Director
 George W. Broughton

*/s/ WILFORD D. DIMIT                   Director
 Wilford D. Dimit

*/s/ BARTON S. HOLL                     Director
 Barton S. Holl

*/s/ REX E. MAIDEN                      Director
 Rex E. Maiden

*/s/ NORMAN J. MURRAY                   Director
 Norman J. Murray

*/s/ PAUL T. THEISEN                    Director
 Paul T. Theisen

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

*/s/ THOMAS C. VADAKIN                  Director
 Thomas C. Vadakin

*/s/ JOSEPH H. WESEL                    Chairman of the Board and 
 Joseph H. Wesel                        Director

*/s/ JEFFREY D. WELCH                   Treasurer (Principal 
 Jeffrey D. Welch                       Accounting Officer)

*/s/ 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 No.
-----------        --------------------------------    --------
   10(a)           Peoples Bancorp Inc. Deferred           *
                   Compensation Plan for Directors
                   of Peoples Bancorp Inc. and
                   Subsidiaries effective
                   January 2, 1998

  10(b)            Form of Rabbi Trust Agreement           *
                   between Peoples Bancorp Inc.
                   and The Peoples Banking and
                   Trust Company related to Peoples
                   Bancorp Inc. Deferred Compensation
                   Plan for Directors of Peoples
                   Bancorp Inc. and Subsidiaries

  23(a)            Consent of Ernst & Young LLP            *

  23(b)            Consent of Coopers & Lybrand L.L.P.     *

   24              Powers of Attorney                      *

*Filed herewith.