As filed with the Securities and Exchange Commission on September 5, 2000

                                                   Registration No.  333-_______


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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933



                                 PEOPLES BANCORP

             (Exact name of Registrant as specified in its charter)


         Indiana                                        35-1811284
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                               212 West 7th Street
                              Auburn, Indiana 46706
                    (Address of principal executive offices)



       Three Rivers Financial Corporation Stock Option and Incentive Plan
          (as assumed by Peoples Bancorp) and the 1998 Peoples Bancorp
                        Stock Option and Incentive Plan
                            (Full title of the Plans)

                           Mr. Maurice F. Winkler, III
         President, Chief Executive Officer, and Chief Operating Officer
                                 PEOPLES BANCORP
                               212 West 7th Street
                              Auburn, Indiana 46706
                                 (219) 925-2500

 (Name, address and telephone number, including area code, of agent for service)


                                    Copy to:
                                Edward L. Lublin
                         Manatt, Phelps & Phillips, LLP
                          1501 M Street N.W., Suite 700
                           Washington, D.C. 20005-1702
                                 (202) 463-4300

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
<TABLE>

                                                                    Proposed Maximum       Proposed Maximum

 Title of Securities to be Registered     Maximum Amount to be     Offering Price Per     Aggregate Offering           Amount of
                                             Registered (1)               Share                Price (3)           Registration Fee
----------------------------------------  ----------------------  ---------------------- ----------------------  -------------------
<S>                                            <C>                <C>                    <C>                         <C>
    Common Stock, $1.00 par value              170,000 shares     $2,529,600.00 (2)      $ ___________              $  667.81
    Common Stock, $1.00 par value              123,912 shares     $1,749,637.40 (2)      $1,749,637.40              $  461.90
                 TOTAL                         293,912 shares     $4,279,237.40          $ ___________              $1,129.71

</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Under  Rule  457(h) of the  Securities  Act of 1933,  as  amended,  the
         registration fee may be calculated, inter alia, based upon the price at
         which stock  options may be exercised.  An aggregate of 293,912  shares
         are being registered  hereby,  of which 123,912 shares are under option
         at a weighted average exercise price of $14.12 per share ($1,749,637.40
         in the  aggregate).  The remaining  170,000 shares not under option are
         being  registered  based upon the  average of the high and low  selling
         prices of the  Registrant's  common  stock as  reported  on the  Nasdaq
         National    Market   on    August 21,  2000,  of   $14.88   per   share
         ($2,529,600    in  the   aggregate),    for  a    total   offering   of
         $4,279,237.40.

(3)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee,  based on the  average  of the high and low  selling
         prices  per share of  Registrant's  Common  Stock on August 21, 2000 as
         reported by the Nasdaq National Market.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *This  Registration  Statement  relates to the  registration of 293,912
shares of Peoples Bancorp (the "Company" or  "Registrant")  common stock,  $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant of its  subsidiaries as compensation for services in
accordance  with the  Registrant's  1998 Stock  Option and  Incentive  Plan (the
"Plan")  under which  293,912  shares are  issuable.  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference:

         (a)      The Registrant's  prospectus filed on January 7, 2000 pursuant
                  to  Rule  424(b)  of  the  Securities  Act,  as  amended,   in
                  connection with its  Registration  Statement on Form S-4 (File
                  No.  333-92335),  which contains audited financial  statements
                  for the  Registrant's  latest fiscal year for which statements
                  have been filed.

         (b)      The Registrant's Form 10-K for the fiscal year ended September
                  30, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
<PAGE>

         Registrant's  bylaws provide that Registrant shall 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  because  such  person is or was a  director,
officer, or employee or agent of Registrant or any predecessor.  Under the terms
of Registrant's Bylaws, this indemnification also will be provided to any person
who is or was  serving at the  request of  Registrant  or any  predecessor  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,   trust,  or  other   enterprise.   Registrant's   Bylaws  provide  for
indemnification   to  the  fullest  extent   permitted   bylaw.  The  rights  of
indemnification  provided in Registrant's  Bylaws are not exclusive of any other
rights  which  may be  available  under  Indiana  law,  any  insurance  or other
agreement, by vote of stockholders or disinterested directors, or otherwise.

         To the extent that  indemnification  for liabilities  arising under the
Securities  Act may be permitted to directors,  officers or persons  controlling
Registrant,  pursuant  to the  foregoing  provisions  or  otherwise,  Registrant
understands  that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by Registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 a public policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

         4.1      Registrant's Articles of Incorporation (incorporated herein by
                  reference  to  the  Exhibit  bearing  the  same  name  in  the
                  Registrant's  Registration  Statement  on Form  S-4,  File No.
                  33-37343,  originally filed with the commission on October 17,
                  1990 (the "Form S-4").

         4.2      Registrant's Restated Bylaws (incorporated by reference to the
                  Exhibit bearing the same name in the Form S-4).

         4.3      Registrant's specimen stock certificate.

         4.5      Registrant's 1998 Stock Option and Incentive Plan(incorporated
                  herein by  reference to Exhibit 10.7 of the  Registrant's Form
                  S-4 filed with the commission on December 8, 1999).

         4.6      Three Rivers Financial Corporation Stock Option and  Incentive
                  Plan (as assumed by the Registrant).
<PAGE>

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP
                  (included in Exhibit 5.1).

         23.2     Consent of Olive LLP

         24.1     Power of Attorney (see signature page).


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  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.

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

    (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
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

         (2)  that,  for  purposes  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
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.
<PAGE>

         (c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d)  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 indemnification  provisions summarized
in Item 6 or otherwise,  the  Registrant has been advised that in the opinion of
the 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  hereunder,  the Registrant
will, unless in the opinion of its counsel the question has already been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of 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.


<PAGE>


                                   SIGNATURES

         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  Auburn,  State  of  Indiana,  on  this 21st day of
August, 2000.

                                         PEOPLES BANCORP


                                 By:  Maurice F. Winkler, III
                                  President, Chief Executive Officer,
                                  and Chief Operating Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Maurice F. Winkler,  III and Deborah K.
Stanger,  jointly and severally,  his or her  attorneys-in-fact and agents, each
with the power of substitution and resubstitution,  for him or her and in his or
her name,  place or stead, in any and all capacities,  to sign any amendments to
this Registration  Statement on Form S-8, and to file such amendments,  together
with exhibits and other documents in connection  therewith,  with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully as he might or could do
in person,  and  ratifying and  confirming  all that the  attorneys-in-fact  and
agents,  or his substitute or substitutes,  may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                    Title                             Date
    ---------                    -----                             ----
Roger J. Wertenberger       Chairman of the Board                August 21, 2000

Maurice F. Winkler III      President, Chief Executive Officer,  August 21, 2000
                            Chief Operating Officer
                            (principal executive officer)

Deborah K. Stanger          Vice  President  and  Chief          August 21, 2000
                            Financial Officer
                            (principal financial and accounting
                            officer)

John C. Harvey              Director                             August 21, 2000

Bryce S. Holwerda           Director                             August 21, 2000

Douglas D. Marsh            Director                             August 21, 2000

John C. Thrapp              Director                             August 21, 2000

<PAGE>

                                INDEX TO EXHIBITS

Exhibit

Number

         4.1      Registrant's Articles of Incorporation (incorporated herein by
                  reference  to  the  Exhibit  bearing  the  same  name  in  the
                  Registrant's  Registration  Statement  on Form  S-4,  File No.
                  33-37343,  originally filed with the commission on October 17,
                  1990 (the "Form S-4").

         4.2      Registrant's Restated Bylaws (incorporated by reference to the
                  Exhibit bearing the same name in the Form S-4).

         4.3      Registrant's specimen stock certificate.

         4.5      Registrant's 1998 Stock Option and Incentive Plan(incorporated
                  herein by reference to  Exhibit 10.7 of the  Registrant's Form
                  S-4 filed with the commission on December 8, 1999).

         4.6      Three Rivers  Financial Corporation Stock Option and Incentive
                  Plan (as assumed by the Registrant).

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP
                 (included in Exhibit 5.1).

         23.2     Consent of Olive LLP

         24.1     Power of Attorney (see signature page).


<PAGE>


                                   EXHIBIT 5.1

September 5, 2000

Peoples Bancorp
212 West 7th Street
Auburn, Indiana 46706

     Re:   Peoples Bancorp -- Registration Statement on Form S-8 for Offering of
           an Aggregate of 293,912 Shares of Common Stock

Ladies and Gentlemen:

         We have acted as counsel to  Peoples  Bancorp,  an Indiana  corporation
(the "Company") in connection with the Registration  Statement on Form S-8 to be
filed on August 24, 2000 (the  "Registration  Statement"),  under the Securities
Act of 1933, as amended (the "Act"),  covering  293,912  shares of the Company's
Common  Stock,  $1.00 par value (the  "Shares"),  consisting  of 293,912  shares
authorized  for  issuance  under  the 1998  Peoples  Bancorp  Stock  Option  and
Incentive  Plan and the Three  Rivers  Financial  Corporation  Stock  Option and
Incentive Plan (as assumed by the Company)  (collectively  referred to herein as
the "Plans").

         This opinion is being furnished in accordance with the  requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We  have  reviewed  the  Company's  charter  documents,  the  corporate
proceedings  taken by the Company in connection  with the  establishment  and/or
assumption of the Plans and originals,  or certified,  conformed or reproduction
copies,  of all such records,  agreements,  instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such  examinations,  we have assumed the genuineness of all signatures on
original or certified  copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of,  certificates and oral or written  statements and other information
of or from public officials,  officers or  representatives  of the Company,  and
others.

         Based upon the foregoing review, we are of the opinion that the Shares,
when issued,  delivered and paid for in  accordance  with the terms of the Plans
and the  provisions  of the option  agreements  or stock  purchase  rights  duly
authorized  under  the  Plans  and  the  Registration  Statement,  will  be duly
authorized and validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement,  and  further  consent to the use of our name  wherever
appearing in the Registration Statement and any subsequent amendment thereto.

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Plans or the Shares.

                                Very truly yours,

                                /s/ Manatt, Phelps & Phillips, LLP

                                Manatt, Phelps & Phillips, LLP
<PAGE>

                                  EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Peoples  Bancorp  (Company) of our report dated  October 21, 1999 on
the  consolidated   financial  statements  of  the  Company,   which  report  is
incorporated  by reference in the  Company's  Annual Report on Form 10-K for the
three years ended  September 30, 1999 filed pursuant to the Securities  Exchange
Act of 1934.

/s/Olive LLP
Indianapolis, Indiana
September 5, 2000
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8 REGISTRATION STATEMENT", "secsgml_size_bytes": 23851}]
{"company-data": {"conformed-name": "PEOPLES BANCORP", "cik": "0000869004", "assigned-sic": "6022", "irs-number": "351811284", "state-of-incorporation": "IN", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-45164", "film-number": "716604"}, "business-address": {"street1": "212 WEST 7TH ST", "street2": "PO BOX 231", "city": "AUBURN", "state": "IN", "zip": "46706", "phone": "2199252500"}, "mail-address": {"street1": "212 WEST SEVENTH ST", "city": "AUBURN", "state": "IN", "zip": "46706"}}
As filed with the Securities and Exchange Commission on September 5, 2000

                                                   Registration No.  333-_______

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

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      under
                           THE SECURITIES ACT OF 1933

                                 PEOPLES BANCORP

             (Exact name of Registrant as specified in its charter)

         Indiana                                        35-1811284
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                               212 West 7th Street
                              Auburn, Indiana 46706
                    (Address of principal executive offices)

       Three Rivers Financial Corporation Stock Option and Incentive Plan
          (as assumed by Peoples Bancorp) and the 1998 Peoples Bancorp
                        Stock Option and Incentive Plan
                            (Full title of the Plans)

                           Mr. Maurice F. Winkler, III
         President, Chief Executive Officer, and Chief Operating Officer
                                 PEOPLES BANCORP
                               212 West 7th Street
                              Auburn, Indiana 46706
                                 (219) 925-2500

 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:
                                Edward L. Lublin
                         Manatt, Phelps & Phillips, LLP
                          1501 M Street N.W., Suite 700
                           Washington, D.C. 20005-1702
                                 (202) 463-4300

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

                         CALCULATION OF REGISTRATION FEE

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

                                                                    Proposed Maximum       Proposed Maximum

 Title of Securities to be Registered     Maximum Amount to be     Offering Price Per     Aggregate Offering           Amount of
                                             Registered (1)               Share                Price (3)           Registration Fee
----------------------------------------  ----------------------  ---------------------- ----------------------  -------------------
Common Stock, $1.00 par value              170,000 shares     $2,529,600.00 (2)      $ ___________              $  667.81
    Common Stock, $1.00 par value              123,912 shares     $1,749,637.40 (2)      $1,749,637.40              $  461.90
                 TOTAL                         293,912 shares     $4,279,237.40          $ ___________              $1,129.71
(1)      This  Registration  Statement shall also cover any additional shares of
         Common  Stock  which  become  issuable  under  any of the  Plans  being
         registered  pursuant to this  Registration  Statement  by reason of any
         stock  dividend,  stock split,  recapitalization  or any other  similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of the Registrant's  outstanding shares of
         Common Stock.

(2)      Under  Rule  457(h) of the  Securities  Act of 1933,  as  amended,  the
         registration fee may be calculated, inter alia, based upon the price at
         which stock  options may be exercised.  An aggregate of 293,912  shares
         are being registered  hereby,  of which 123,912 shares are under option
         at a weighted average exercise price of $14.12 per share ($1,749,637.40
         in the  aggregate).  The remaining  170,000 shares not under option are
         being  registered  based upon the  average of the high and low  selling
         prices of the  Registrant's  common  stock as  reported  on the  Nasdaq
         National    Market   on    August 21,  2000,  of   $14.88   per   share
         ($2,529,600    in  the   aggregate),    for  a    total   offering   of
         $4,279,237.40.

(3)      Estimated in accordance  with Rule 457(h) under the  Securities  Act of
         1933,  as  amended,   solely  for  the  purpose  of   calculating   the
         registration  fee,  based on the  average  of the high and low  selling
         prices  per share of  Registrant's  Common  Stock on August 21, 2000 as
         reported by the Nasdaq National Market.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information. *

Item 2.  Registrant Information and Employee Plan Annual Information. *

         *This  Registration  Statement  relates to the  registration of 293,912
shares of Peoples Bancorp (the "Company" or  "Registrant")  common stock,  $1.00
par value per share (the "Common  Stock")  issuable to  employees,  officers and
directors of the Registrant of its  subsidiaries as compensation for services in
accordance  with the  Registrant's  1998 Stock  Option and  Incentive  Plan (the
"Plan")  under which  293,912  shares are  issuable.  Documents  containing  the
information  required by Part I of this  Registration  Statement will be sent or
given to participants in the Plan as specified by Rule 428(b)(1). Such documents
are not filed with the Securities  and Exchange  Commission  (the  "Commission")
either as part of this  Registration  Statement or as prospectuses or prospectus
supplements pursuant to Rule 424, in reliance on Rule 428.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents filed by the Registrant with the Securities and
Exchange Commission are hereby incorporated by reference:

         (a)      The Registrant's  prospectus filed on January 7, 2000 pursuant
                  to  Rule  424(b)  of  the  Securities  Act,  as  amended,   in
                  connection with its  Registration  Statement on Form S-4 (File
                  No.  333-92335),  which contains audited financial  statements
                  for the  Registrant's  latest fiscal year for which statements
                  have been filed.

         (b)      The Registrant's Form 10-K for the fiscal year ended September
                  30, 1999.

         All documents subsequently filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and  15(d) of the  Exchange  Act,  prior to the  filing  of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference in this Registration  Statement and to be
part hereof from the date of filing such documents.

Item 4.  Description of Securities.

          Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
Registrant's  bylaws provide that Registrant shall 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  because  such  person is or was a  director,
officer, or employee or agent of Registrant or any predecessor.  Under the terms
of Registrant's Bylaws, this indemnification also will be provided to any person
who is or was  serving at the  request of  Registrant  or any  predecessor  as a
director, officer, employee, or agent of another corporation, partnership, joint
venture,   trust,  or  other   enterprise.   Registrant's   Bylaws  provide  for
indemnification   to  the  fullest  extent   permitted   bylaw.  The  rights  of
indemnification  provided in Registrant's  Bylaws are not exclusive of any other
rights  which  may be  available  under  Indiana  law,  any  insurance  or other
agreement, by vote of stockholders or disinterested directors, or otherwise.

         To the extent that  indemnification  for liabilities  arising under the
Securities  Act may be permitted to directors,  officers or persons  controlling
Registrant,  pursuant  to the  foregoing  provisions  or  otherwise,  Registrant
understands  that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by Registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of 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,
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 a public policy as
expressed in the Securities  Act and will be governed by the final  adjudication
of such issue.

Item 7.  Exemption from Registration Claimed.

          Not applicable.

Item 8.  Exhibits.

Exhibit No.

         4.1      Registrant's Articles of Incorporation (incorporated herein by
                  reference  to  the  Exhibit  bearing  the  same  name  in  the
                  Registrant's  Registration  Statement  on Form  S-4,  File No.
                  33-37343,  originally filed with the commission on October 17,
                  1990 (the "Form S-4").

         4.2      Registrant's Restated Bylaws (incorporated by reference to the
                  Exhibit bearing the same name in the Form S-4).

         4.3      Registrant's specimen stock certificate.

         4.5      Registrant's 1998 Stock Option and Incentive Plan(incorporated
                  herein by  reference to Exhibit 10.7 of the  Registrant's Form
                  S-4 filed with the commission on December 8, 1999).

         4.6      Three Rivers Financial Corporation Stock Option and  Incentive
                  Plan (as assumed by the Registrant).
5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP
                  (included in Exhibit 5.1).

         23.2     Consent of Olive LLP

         24.1     Power of Attorney (see signature page).

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  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.

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

    (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
Registration Statement is on Form S-3, Form S-8, and the information required to
be included in a  post-effective  amendment by those  paragraphs is contained in
periodic reports filed by the Registrant  pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.

         (2)  that,  for  purposes  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
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered therein, and the offering of such securities at the time shall be deemed
to be initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes to deliver or cause to
be delivered with the prospectus,  to each person to whom the prospectus is sent
or given, the latest annual report,  to security holders that is incorporated by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the  prospectus,  to deliver,  or cause to be delivered to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.

         (d)  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 indemnification  provisions summarized
in Item 6 or otherwise,  the  Registrant has been advised that in the opinion of
the 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  hereunder,  the Registrant
will, unless in the opinion of its counsel the question has already been settled
by  controlling  precedent,  submit to a court of appropriate  jurisdiction  the
question  of 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.
SIGNATURES

         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  Auburn,  State  of  Indiana,  on  this 21st day of
August, 2000.

                                         PEOPLES BANCORP

                                 By:  Maurice F. Winkler, III
                                  President, Chief Executive Officer,
                                  and Chief Operating Officer

                                POWER OF ATTORNEY

         KNOW ALL PERSONS BY THESE  PRESENTS,  that each person whose  signature
appears below  constitutes and appoints  Maurice F. Winkler,  III and Deborah K.
Stanger,  jointly and severally,  his or her  attorneys-in-fact and agents, each
with the power of substitution and resubstitution,  for him or her and in his or
her name,  place or stead, in any and all capacities,  to sign any amendments to
this Registration  Statement on Form S-8, and to file such amendments,  together
with exhibits and other documents in connection  therewith,  with the Securities
and Exchange Commission, granting to each attorney-in-fact and agent, full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary to be done in and about the premises, as fully as he might or could do
in person,  and  ratifying and  confirming  all that the  attorneys-in-fact  and
agents,  or his substitute or substitutes,  may do or cause to be done by virtue
hereof.

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Signature                    Title                             Date
    ---------                    -----                             ----
Roger J. Wertenberger       Chairman of the Board                August 21, 2000

Maurice F. Winkler III      President, Chief Executive Officer,  August 21, 2000
                            Chief Operating Officer
                            (principal executive officer)

Deborah K. Stanger          Vice  President  and  Chief          August 21, 2000
                            Financial Officer
                            (principal financial and accounting
                            officer)

John C. Harvey              Director                             August 21, 2000

Bryce S. Holwerda           Director                             August 21, 2000

Douglas D. Marsh            Director                             August 21, 2000

John C. Thrapp              Director                             August 21, 2000
INDEX TO EXHIBITS

Exhibit

Number

         4.1      Registrant's Articles of Incorporation (incorporated herein by
                  reference  to  the  Exhibit  bearing  the  same  name  in  the
                  Registrant's  Registration  Statement  on Form  S-4,  File No.
                  33-37343,  originally filed with the commission on October 17,
                  1990 (the "Form S-4").

         4.2      Registrant's Restated Bylaws (incorporated by reference to the
                  Exhibit bearing the same name in the Form S-4).

         4.3      Registrant's specimen stock certificate.

         4.5      Registrant's 1998 Stock Option and Incentive Plan(incorporated
                  herein by reference to  Exhibit 10.7 of the  Registrant's Form
                  S-4 filed with the commission on December 8, 1999).

         4.6      Three Rivers  Financial Corporation Stock Option and Incentive
                  Plan (as assumed by the Registrant).

         5.1      Opinion of Manatt, Phelps & Phillips, LLP.

         23.1     Consent of Manatt, Phelps & Phillips, LLP
                 (included in Exhibit 5.1).

         23.2     Consent of Olive LLP

         24.1     Power of Attorney (see signature page).
EXHIBIT 5.1

September 5, 2000

Peoples Bancorp
212 West 7th Street
Auburn, Indiana 46706

     Re:   Peoples Bancorp -- Registration Statement on Form S-8 for Offering of
           an Aggregate of 293,912 Shares of Common Stock

Ladies and Gentlemen:

         We have acted as counsel to  Peoples  Bancorp,  an Indiana  corporation
(the "Company") in connection with the Registration  Statement on Form S-8 to be
filed on August 24, 2000 (the  "Registration  Statement"),  under the Securities
Act of 1933, as amended (the "Act"),  covering  293,912  shares of the Company's
Common  Stock,  $1.00 par value (the  "Shares"),  consisting  of 293,912  shares
authorized  for  issuance  under  the 1998  Peoples  Bancorp  Stock  Option  and
Incentive  Plan and the Three  Rivers  Financial  Corporation  Stock  Option and
Incentive Plan (as assumed by the Company)  (collectively  referred to herein as
the "Plans").

         This opinion is being furnished in accordance with the  requirements of
Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.

         We  have  reviewed  the  Company's  charter  documents,  the  corporate
proceedings  taken by the Company in connection  with the  establishment  and/or
assumption of the Plans and originals,  or certified,  conformed or reproduction
copies,  of all such records,  agreements,  instruments and documents as we have
deemed relevant or necessary as the basis for the opinion hereinafter expressed.
In all such  examinations,  we have assumed the genuineness of all signatures on
original or certified  copies and the conformity to original or certified copies
of all copies submitted to us as conformed or reproduction copies. As to various
questions of fact relevant to such opinion, we have relied upon, and assumed the
accuracy of,  certificates and oral or written  statements and other information
of or from public officials,  officers or  representatives  of the Company,  and
others.

         Based upon the foregoing review, we are of the opinion that the Shares,
when issued,  delivered and paid for in  accordance  with the terms of the Plans
and the  provisions  of the option  agreements  or stock  purchase  rights  duly
authorized  under  the  Plans  and  the  Registration  Statement,  will  be duly
authorized and validly issued, fully paid and nonassessable.

         We hereby  consent to the filing of this  opinion as Exhibit 5.1 to the
Registration  Statement,  and  further  consent to the use of our name  wherever
appearing in the Registration Statement and any subsequent amendment thereto.

         This opinion  letter is rendered as of the date first written above and
we disclaim  any  obligation  to advise you of facts,  circumstances,  events or
developments  which  hereafter  may be  brought to our  attention  and which may
alter,  affect or modify the opinion expressed herein.  Our opinion is expressly
limited to the  matters  set forth  above and we render no  opinion,  whether by
implication or otherwise,  as to any other matters relating to the Company,  the
Plans or the Shares.

                                Very truly yours,

                                /s/ Manatt, Phelps & Phillips, LLP

                                Manatt, Phelps & Phillips, LLP
EXHIBIT 23.2

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this  Registration  Statement on
Form S-8 of Peoples  Bancorp  (Company) of our report dated  October 21, 1999 on
the  consolidated   financial  statements  of  the  Company,   which  report  is
incorporated  by reference in the  Company's  Annual Report on Form 10-K for the
three years ended  September 30, 1999 filed pursuant to the Securities  Exchange
Act of 1934.

/s/Olive LLP
Indianapolis, Indiana
September 5, 2000