As filed with the Securities and Exchange Commission on August 29, 2003
                                                 Registration No. 333-__________
================================================================================


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

                                    FORM S-8

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

                              PEOPLES BANCORP INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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


           138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750-0738
               (Address of Principal Executive Offices) (Zip Code)

                  Peoples Bancorp Inc. Retirement Savings Plan
                            (Full title of the plan)

Charles R. Hunsaker, Esq.                  Copy to:
General Counsel                            Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.                       Vorys, Sater, Seymour and Pease LLP
138 Putnam Street                          52 East Gay Street
P. O. Box 738                              Columbus, Ohio 43215
Marietta, Ohio 45750-0738
(Name and address of agent for service)


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

<TABLE>
<CAPTION>
                         Calculation of Registration Fee
================================ ================== ======================= ======================= ================
                                                       Proposed maximum        Proposed maximum        Amount of
      Title of securities          Amount to be            offering               aggregate          registration
     to be registered (1)           registered       price per share (2)        offering price            fee
-------------------------------- ------------------ ----------------------- ----------------------- ----------------
<S>                              <C>                <C>                     <C>                     <C>
Common Shares,
without par value...........          525,000               $26.80               $14,070,000           $1,138.26
================================ ================== ======================= ======================= ================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purpose of computing the aggregate offering price
     and the registration fee pursuant to Rules 457(c) and 457(h) of the General
     Rules and Regulations promulgated under the Securities Act of 1933, as
     amended, and computed on the basis of the average of the high and low sales
     prices of the Common Shares as reported on The Nasdaq Stock Market on
     August 25, 2003.

================================================================================

<PAGE>



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         Peoples Bancorp Inc. (the "Registrant") and the Peoples Bancorp Inc.
Retirement Savings Plan (the "Plan") hereby incorporate by reference into this
Registration Statement the following documents filed by the Registrant and the
Plan 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"):

     o    The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002.

     o    The Plan's Annual Report on Form 11-K for the fiscal year ended
          December 31, 2002, as amended by the Form 11-K/A filed with the
          Commission on June 23, 2003.

     o    The Registrant's Quarterly Report on Form 10-Q for the quarterly
          periods ended March 31, 2003 and June 30, 2003.

     o    The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 6, 2003, January 14, 2003, January 21, 2003, February 13,
          2003 (as amended February 14, 2003), February 20, 2003, March 11,
          2003, March 13, 2003, April 1, 2003, April 11, 2003, April 15, 2003,
          May 9, 2003, May 12, 2003, June 19, 2003, July 1, 2003, July 7, 2003,
          July 15, 2003, August 11, 2003 and August 15,2003.

     o    The description of the Registrant's common shares, without par value
          (the "Common Shares"), contained in the Registrant's Quarterly Report
          on Form 10-Q for the quarterly period ended March 31, 2003.

         Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act, and all documents which may be filed by the
Registrant or the Plan 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 under the Plan, shall also be deemed to be
incorporated herein by reference and to be made a part hereof from the date of
filing of such documents. Information furnished or provided by the Registrant
under Item 9 or Item 12 of any of the Registrant's Current Reports on Form 8-K
is not incorporated by reference in this Registration Statement on Form S-8. The
Registrant furnished information under Item 9 of the Registrant's Current Report
on Form 8-K to the Commission on April 17, 2003.

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 Code of Regulations of the Registrant 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 phrase 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.

         In addition, the Registrant has purchased $10 million of insurance that
insures its directors and officers against certain liabilities which might be
incurred by them in such capacities. The Registrant also maintains fiduciary and
lending liability coverage up to a $7 million limit.

         Section 7.03 of the Peoples Bancorp Inc. Retirement Savings Plan (the
"Plan") addresses indemnity of certain fiduciaries, including the Plan
Administrator. Section 7.03 of the Plan provides:

                  7.03 INDEMNITY OF CERTAIN FIDUCIARIES.
                  --------------------------------------
                           The Employer will indemnify, defend and hold harmless
                  the Plan Administrator from and against any and all loss
                  resulting from liability to which the Plan Administrator may
                  be subjected by reason of any act or omission (except willful
                  misconduct or gross negligence) in its official capacities in
                  the administration of this Trust or Plan or both, including
                  attorneys' fees and all other expenses reasonably incurred in
                  the Plan Administrator's defense, in case the Employer fails
                  to provide such defense. The indemnification provisions of
                  this Section 7.03 do not relieve the Plan Administrator from
                  any liability the Plan Administrator may have under ERISA for
                  breach of a fiduciary duty. Furthermore, the Plan
                  Administrator and the Employer may execute a written agreement
                  further delineating the indemnification agreement of this
                  Section 7.03, provided the agreement is consistent with and
                  does not violate ERISA. The indemnification provisions of this
                  Section 7.03 extend to any Trustee, third party administrator,
                  Custodian or other Plan service provider solely to the extent
                  provided by a written agreement executed by such persons and
                  the Employer.


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

         Not applicable.


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

         See the Index to Exhibits attached hereto beginning at page 16.

         The undersigned Registrant hereby undertakes to submit the Peoples
Bancorp Inc. Retirement Savings Plan (the "Plan") and any amendment to the Plan,
or cause the same to be submitted, to the Internal Revenue Service (the "IRS")
as required under the applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the Code.


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 each filing of an
         annual report pursuant to Section 15(d) of the Securities Exchange Act
         of 1934 on behalf of the Peoples Bancorp Inc. Retirement Savings Plan)
         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 Securities
         Act of 1933 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 Securities Act of 1933
         and will be governed by the final adjudication of such issue.

                  [Remainder of page intentionally left blank;
                       signatures begin on following page]


<PAGE>



                                   SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Marietta, State of Ohio, on the 29th day of
August, 2003.

                                   PEOPLES BANCORP INC.


                           By: /s/ Robert E. Evans*
                                   --------------------------------------
                                   Robert E. Evans
                                   Chairman of the Board
                                   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 29th day of August 2003.

                     Name                     Title

/s/ Robert E. Evans*                 Chairman of the Board
    -------------------------        President and Chief Executive Officer
    Robert E. Evans                  (Principal Executive Officer) and Director

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

/s/ Mark F. Bradley*                 Executive Vice President
    -------------------------        Chief Operating Officer and Director
    Mark F. Bradley

/s/ George W. Broughton*             Director
    -------------------------
    George W. Broughton

/s/ Frank L. Christy*                Director
    -------------------------
    Frank L. Christy

/s/ Wilford D. Dimit*                Director
    -------------------------
    Wilford D. Dimit

/s/ Rex E. Maiden*                   Director
    -------------------------
    Rex E. Maiden

/s/ Robert W. Price*                 Director
    -------------------------
    Robert W. Price

/s/ Paul T. Theisen*                 Director
    -------------------------
    Paul T. Theisen

/s/ Thomas C. Vadakin*               Director
    -------------------------
    Thomas C. Vadakin

/s/ Joseph H. Wesel*                 Director
    --------------------------
    Joseph H. Wesel

/s/ John W. Conlon                   Chief Financial Officer and Treasurer
    --------------------------       (Principal Financial Officer)
    John W. Conlon

/s/ Donald J. Landers*               Controller and Chief Accounting Officer
    --------------------------
    Donald J. Landers

---------------------

*By John W. Conlon pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney are being filed herein
with the Securities and Exchange Commission as an exhibit to this Registration
Statement.


                           /s/ John W. Conlon
                               ----------------
                               John W. Conlon
                               Attorney-in-Fact



<PAGE>



         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the Peoples Bancorp Inc. Retirement Savings Plan 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 29th
day of August 2003.

                               PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN

                               By PEOPLES BANK, NATIONAL ASSOCIATION, Trustee


                       By: /s/ John E. Dakesian
                               ----------------------------------
                               John E. Dakesian
                               Vice President, Human Resources and
                               Chairman, Retirement Plan Committee

<PAGE>

<TABLE>
<CAPTION>

                                INDEX TO EXHIBITS


Exhibit No.   Description of Exhibit                  Location
-----------   ----------------------                  --------
<S>           <C>                                     <C>
4(a)(1)       Amended Articles of Incorporation       Incorporated herein by reference to
              of Peoples Bancorp Inc. (as filed       Exhibit 3(a) to Registration Statement
              with the Ohio Secretary of State        on Form 8-B of Peoples Bancorp Inc.
              on May 3, 1993).                        ("Peoples") filed July 20, 1993
                                                      (File No.0-16772).

4(a)(2)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a)(2) to Peoples' Annual Report on Form
              of Peoples Bancorp Inc. (as filed       10-K for the fiscal year ended December 31,
              with the Ohio Secretary of State        1997 (File No. 0-16772) (the "1997 Form
              on April 22, 1994).                     10-K").

4(a)(3)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a)(3) to Peoples' 1997 Form 10-K.
              of Peoples Bancorp Inc. (as filed
              with the Ohio Secretary of
              State on April 9, 1996).


4(a)(4)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a) to Peoples' Quarterly Report on Form
              of Peoples Bancorp Inc. (as filed       10-Q for the quarterly period ended
              with the Ohio Secretary of State        March 31, 2003 (File No. 0-16772) (the
              on April 23, 2003).                     "March 2003 Form 10-Q").

4(a)(5)       Amended Articles of Incorporation       Incorporated herein by reference to
              of Peoples Bancorp Inc.                 Exhibit 3(b) to Peoples' March 2003 Form
              (reflecting amendments through          10Q.
              April 23, 2003) [For SEC reporting
              compliance purposes only -- not
              filed with Ohio Secretary of State].

4(b)(1)       Code of Regulations of Peoples          Incorporated herein by reference to
              Bancorp Inc.                            Exhibit 3(b) to Peoples' Registration
                                                      Statement on Form 8-B filed July 20,
                                                      1993 (File No. 0-16772).

4(b)(2)       Certified Resolutions Regarding         Incorporated herein by reference to
              Adoption of Amendments to Sections      Exhibit 3(c) to Peoples' March 2003 Form
              1.03, 1.04, 1.05, 1.06, 1.08, 1.10,     10-Q.
              2.03(C), 2.07, 2.08, 2.10 and 6.02
              of the Code of Regulations of Peoples
              Bancorp Inc. by Shareholders on April
              10, 2003.

4(b)(3)       Code of Regulations of Peoples Bancorp   Incorporated herein by reference to Exhibit
              Inc. (reflecting amendments through      3(d) to Peoples' March 2003 Form 10-Q.
              April 10, 2003) [For SEC reporting
              compliance purposes only].

 23(a)        Consent of Ernst & Young LLP             Filed herewith.

 23(b)        Consent of Rea & Associates, Inc.        Filed herewith.

 24           Powers of Attorney of Directors and      Filed herewith
              Executive Officers of Peoples Bancorp
              Inc.

</TABLE>
[{"type": "S-8", "sequence": "1", "filename": "forms803.txt", "description": "PBI RETIREMENT SAVINGS PLAN", "secsgml_size_bytes": 50641}]
{"company-data": {"conformed-name": "PEOPLES BANCORP INC", "cik": "0000318300", "assigned-sic": "6021", "irs-number": "310987416", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-108383", "film-number": "03874271"}, "business-address": {"street1": "138 PUTNAM ST", "street2": "P O BOX 738", "city": "MARIETTA", "state": "OH", "zip": "45750-0738", "phone": "7403733155"}}
As filed with the Securities and Exchange Commission on August 29, 2003
                                                 Registration No. 333-__________
================================================================================

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

                                    FORM S-8

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

                              PEOPLES BANCORP INC.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

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

           138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750-0738
               (Address of Principal Executive Offices) (Zip Code)

                  Peoples Bancorp Inc. Retirement Savings Plan
                            (Full title of the plan)

Charles R. Hunsaker, Esq.                  Copy to:
General Counsel                            Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc.                       Vorys, Sater, Seymour and Pease LLP
138 Putnam Street                          52 East Gay Street
P. O. Box 738                              Columbus, Ohio 43215
Marietta, Ohio 45750-0738
(Name and address of agent for service)

                                 (740) 374-6109
          (Telephone number, including area code, of agent for service)
Calculation of Registration Fee
================================ ================== ======================= ======================= ================
                                                       Proposed maximum        Proposed maximum        Amount of
      Title of securities          Amount to be            offering               aggregate          registration
     to be registered (1)           registered       price per share (2)        offering price            fee
-------------------------------- ------------------ ----------------------- ----------------------- ----------------
Common Shares,
without par value...........          525,000               $26.80               $14,070,000           $1,138.26
================================ ================== ======================= ======================= ================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

(2)  Estimated solely for the purpose of computing the aggregate offering price
     and the registration fee pursuant to Rules 457(c) and 457(h) of the General
     Rules and Regulations promulgated under the Securities Act of 1933, as
     amended, and computed on the basis of the average of the high and low sales
     prices of the Common Shares as reported on The Nasdaq Stock Market on
     August 25, 2003.

================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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

         Peoples Bancorp Inc. (the "Registrant") and the Peoples Bancorp Inc.
Retirement Savings Plan (the "Plan") hereby incorporate by reference into this
Registration Statement the following documents filed by the Registrant and the
Plan 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"):

     o    The Registrant's Annual Report on Form 10-K for the fiscal year ended
          December 31, 2002.

     o    The Plan's Annual Report on Form 11-K for the fiscal year ended
          December 31, 2002, as amended by the Form 11-K/A filed with the
          Commission on June 23, 2003.

     o    The Registrant's Quarterly Report on Form 10-Q for the quarterly
          periods ended March 31, 2003 and June 30, 2003.

     o    The Registrant's Current Reports on Form 8-K filed with the Commission
          on January 6, 2003, January 14, 2003, January 21, 2003, February 13,
          2003 (as amended February 14, 2003), February 20, 2003, March 11,
          2003, March 13, 2003, April 1, 2003, April 11, 2003, April 15, 2003,
          May 9, 2003, May 12, 2003, June 19, 2003, July 1, 2003, July 7, 2003,
          July 15, 2003, August 11, 2003 and August 15,2003.

     o    The description of the Registrant's common shares, without par value
          (the "Common Shares"), contained in the Registrant's Quarterly Report
          on Form 10-Q for the quarterly period ended March 31, 2003.

         Any definitive proxy statement or information statement filed pursuant
to Section 14 of the Exchange Act, and all documents which may be filed by the
Registrant or the Plan 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 under the Plan, shall also be deemed to be
incorporated herein by reference and to be made a part hereof from the date of
filing of such documents. Information furnished or provided by the Registrant
under Item 9 or Item 12 of any of the Registrant's Current Reports on Form 8-K
is not incorporated by reference in this Registration Statement on Form S-8. The
Registrant furnished information under Item 9 of the Registrant's Current Report
on Form 8-K to the Commission on April 17, 2003.

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 Code of Regulations of the Registrant 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 phrase 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.

         In addition, the Registrant has purchased $10 million of insurance that
insures its directors and officers against certain liabilities which might be
incurred by them in such capacities. The Registrant also maintains fiduciary and
lending liability coverage up to a $7 million limit.

         Section 7.03 of the Peoples Bancorp Inc. Retirement Savings Plan (the
"Plan") addresses indemnity of certain fiduciaries, including the Plan
Administrator. Section 7.03 of the Plan provides:

                  7.03 INDEMNITY OF CERTAIN FIDUCIARIES.
                  --------------------------------------
                           The Employer will indemnify, defend and hold harmless
                  the Plan Administrator from and against any and all loss
                  resulting from liability to which the Plan Administrator may
                  be subjected by reason of any act or omission (except willful
                  misconduct or gross negligence) in its official capacities in
                  the administration of this Trust or Plan or both, including
                  attorneys' fees and all other expenses reasonably incurred in
                  the Plan Administrator's defense, in case the Employer fails
                  to provide such defense. The indemnification provisions of
                  this Section 7.03 do not relieve the Plan Administrator from
                  any liability the Plan Administrator may have under ERISA for
                  breach of a fiduciary duty. Furthermore, the Plan
                  Administrator and the Employer may execute a written agreement
                  further delineating the indemnification agreement of this
                  Section 7.03, provided the agreement is consistent with and
                  does not violate ERISA. The indemnification provisions of this
                  Section 7.03 extend to any Trustee, third party administrator,
                  Custodian or other Plan service provider solely to the extent
                  provided by a written agreement executed by such persons and
                  the Employer.

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

         Not applicable.

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

         See the Index to Exhibits attached hereto beginning at page 16.

         The undersigned Registrant hereby undertakes to submit the Peoples
Bancorp Inc. Retirement Savings Plan (the "Plan") and any amendment to the Plan,
or cause the same to be submitted, to the Internal Revenue Service (the "IRS")
as required under the applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the Code.

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 each filing of an
         annual report pursuant to Section 15(d) of the Securities Exchange Act
         of 1934 on behalf of the Peoples Bancorp Inc. Retirement Savings Plan)
         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 Securities
         Act of 1933 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 Securities Act of 1933
         and will be governed by the final adjudication of such issue.

                  [Remainder of page intentionally left blank;
                       signatures begin on following page]
SIGNATURES

         The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Marietta, State of Ohio, on the 29th day of
August, 2003.

                                   PEOPLES BANCORP INC.

                           By: /s/ Robert E. Evans*
                                   --------------------------------------
                                   Robert E. Evans
                                   Chairman of the Board
                                   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 29th day of August 2003.

                     Name                     Title

/s/ Robert E. Evans*                 Chairman of the Board
    -------------------------        President and Chief Executive Officer
    Robert E. Evans                  (Principal Executive Officer) and Director

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

/s/ Mark F. Bradley*                 Executive Vice President
    -------------------------        Chief Operating Officer and Director
    Mark F. Bradley

/s/ George W. Broughton*             Director
    -------------------------
    George W. Broughton

/s/ Frank L. Christy*                Director
    -------------------------
    Frank L. Christy

/s/ Wilford D. Dimit*                Director
    -------------------------
    Wilford D. Dimit

/s/ Rex E. Maiden*                   Director
    -------------------------
    Rex E. Maiden

/s/ Robert W. Price*                 Director
    -------------------------
    Robert W. Price

/s/ Paul T. Theisen*                 Director
    -------------------------
    Paul T. Theisen

/s/ Thomas C. Vadakin*               Director
    -------------------------
    Thomas C. Vadakin

/s/ Joseph H. Wesel*                 Director
    --------------------------
    Joseph H. Wesel

/s/ John W. Conlon                   Chief Financial Officer and Treasurer
    --------------------------       (Principal Financial Officer)
    John W. Conlon

/s/ Donald J. Landers*               Controller and Chief Accounting Officer
    --------------------------
    Donald J. Landers

---------------------

*By John W. Conlon pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney are being filed herein
with the Securities and Exchange Commission as an exhibit to this Registration
Statement.

                           /s/ John W. Conlon
                               ----------------
                               John W. Conlon
                               Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the Peoples Bancorp Inc. Retirement Savings Plan 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 29th
day of August 2003.

                               PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN

                               By PEOPLES BANK, NATIONAL ASSOCIATION, Trustee

                       By: /s/ John E. Dakesian
                               ----------------------------------
                               John E. Dakesian
                               Vice President, Human Resources and
                               Chairman, Retirement Plan Committee
INDEX TO EXHIBITS

Exhibit No.   Description of Exhibit                  Location
-----------   ----------------------                  --------
4(a)(1)       Amended Articles of Incorporation       Incorporated herein by reference to
              of Peoples Bancorp Inc. (as filed       Exhibit 3(a) to Registration Statement
              with the Ohio Secretary of State        on Form 8-B of Peoples Bancorp Inc.
              on May 3, 1993).                        ("Peoples") filed July 20, 1993
                                                      (File No.0-16772).

4(a)(2)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a)(2) to Peoples' Annual Report on Form
              of Peoples Bancorp Inc. (as filed       10-K for the fiscal year ended December 31,
              with the Ohio Secretary of State        1997 (File No. 0-16772) (the "1997 Form
              on April 22, 1994).                     10-K").

4(a)(3)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a)(3) to Peoples' 1997 Form 10-K.
              of Peoples Bancorp Inc. (as filed
              with the Ohio Secretary of
              State on April 9, 1996).

4(a)(4)       Certificate of Amendment to the         Incorporated herein by reference to Exhibit
              Amended Articles of Incorporation       3(a) to Peoples' Quarterly Report on Form
              of Peoples Bancorp Inc. (as filed       10-Q for the quarterly period ended
              with the Ohio Secretary of State        March 31, 2003 (File No. 0-16772) (the
              on April 23, 2003).                     "March 2003 Form 10-Q").

4(a)(5)       Amended Articles of Incorporation       Incorporated herein by reference to
              of Peoples Bancorp Inc.                 Exhibit 3(b) to Peoples' March 2003 Form
              (reflecting amendments through          10Q.
              April 23, 2003) [For SEC reporting
              compliance purposes only -- not
              filed with Ohio Secretary of State].

4(b)(1)       Code of Regulations of Peoples          Incorporated herein by reference to
              Bancorp Inc.                            Exhibit 3(b) to Peoples' Registration
                                                      Statement on Form 8-B filed July 20,
                                                      1993 (File No. 0-16772).

4(b)(2)       Certified Resolutions Regarding         Incorporated herein by reference to
              Adoption of Amendments to Sections      Exhibit 3(c) to Peoples' March 2003 Form
              1.03, 1.04, 1.05, 1.06, 1.08, 1.10,     10-Q.
              2.03(C), 2.07, 2.08, 2.10 and 6.02
              of the Code of Regulations of Peoples
              Bancorp Inc. by Shareholders on April
              10, 2003.

4(b)(3)       Code of Regulations of Peoples Bancorp   Incorporated herein by reference to Exhibit
              Inc. (reflecting amendments through      3(d) to Peoples' March 2003 Form 10-Q.
              April 10, 2003) [For SEC reporting
              compliance purposes only].

 23(a)        Consent of Ernst & Young LLP             Filed herewith.

 23(b)        Consent of Rea & Associates, Inc.        Filed herewith.

 24           Powers of Attorney of Directors and      Filed herewith
              Executive Officers of Peoples Bancorp
              Inc.