As filed with the Securities and Exchange Commission on May 24, 1995
				                                   	Registration No. 33-_____________

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              		    SECURITIES AND EXCHANGE COMMISSION
                    			 Washington, D.C.  20549


                          				FORM S-8

	  
   	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



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

	 

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


 
                           			Peoples Bancorp Inc.
                    		       1995 Stock Option Plan
                     		 -------------------------------
                    	      (Full title of the plan)


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


		   

                             (614) 373-3155
      -------------------------------------------------------------
      (Telephone number, including area code, of agent for service)

		   

                     			   Page 1 of 44 Pages
     Index to Exhibits at Page II-12 (Page 14 as sequentially numbered).



(Continuation of Facing Page)



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              		    CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------


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

Common           100,000      $22.50 for       $2,295,012.50     $792.00
Shares,                        9,975 common 
Without                        shares;
Par Value                      $23.00 for                  
                      			       90,025 common shares           

								


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(1)  Estimated solely for the purpose of calculating the aggregate 
     offering price and the registration fee pursuant to Rules 457(c) 
     and (h) promulgated under the Securities Act of 1933, as amended, 
     and computed on the basis of:  (a) $22.50 per share for 9,975 of 
     the common shares to be registered, which is the price at which 
     options granted to purchase such common shares may be exercised; 
     and (b) $23.00 per share for 90,025 of the common shares to be 
     registered, which will be subject to options granted in the future,      
     which price is the average of the high and low sales prices of 
     the common shares as reported on the NASDAQ National Market 
     System on May 22, 1995.



                            				 PART II



INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

	The Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 of Peoples Bancorp Inc. (the "Registrant") and
all other reports filed with the Securities and Exchange
Commission (the "Commission") pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.

	The description of the Registrant's common shares contained in
the Registrant's Registration Statement on Form 8-B (File No.
0-16772) filed with the Commission on July 20, 1993, is
incorporated herein by reference.
	
	Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents
which may be filed with the Commission pursuant to Sections 13,
14, or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the completion of the offering contemplated hereby,
shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation
Committee of the Board of Directors of the Registrant on
executive compensation and no performance graph included in any
Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.



	
Item 4.  Description of Securities.
	
	Not applicable.

	


Item 5.  Interests of Named Experts and Counsel.

	Not applicable.


	

Item 6.  Indemnification of Directors and Officers.
	
	ARTICLE FIVE of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. 
ARTICLE FIVE provides:
	


	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
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
cooperation (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 where such an 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 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 shareholders under division (C) of this
Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01.  Any determination made by the
disinterested directors under division (A) or by independent
legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the
person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of
Washington County, Ohio or the court in which such action or
suit was brought, if any, to review the reasonableness of such
determination.



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

	(A)  if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
	
	(B)  if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or
suit, he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his
duty to the corporation, unless and only to the extent that the
Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in
view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.


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


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


	
	Section 5.08.     Certain Definitions.  For purposes of this
Article Five, and as examples and not by way of limitation:
	
	(A)  A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be
terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement
thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of
him); and 

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



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



	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 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 divisions (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.
	

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



Item 7.  Exemption from Registration Claimed.

	 Not applicable.



Item 8.  Exhibits.
  
	 See the Index to Exhibits attached hereto at page II-12.


    
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 by the 
		Registrant pursuant to Section 13 or Section 15(d) of 
		the Securities Exchange Act of 1934 that are                     
		incorporated by reference in this registration statement.
		

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

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

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

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




                        			 SIGNATURES



	Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies 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 18th day of May, 1995.

			 
                                				PEOPLES BANCORP INC.


                                				By: /s/ ROBERT E. EVANS
                                				Robert E. Evans, President and CEO



      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 18th day of May, 1995.



 SIGNATURE                           TITLE
-----------                         -------

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

/s/ JEWELL BAKER*                   Director
Jewell Baker

/s/ DENNIS D. BLAUSER*              Director
Dennis D. Blauser

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



*By Power of Attorney

/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)


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

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

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

/s/ JAMES B. STOWE*                 Director
James B. Stowe

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

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

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

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

/s/ JOHN W. CONLON*                 Chief Financial Officer
John W. Conlon



*By Power of Attorney


/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)






                          INDEX TO EXHIBITS

 
  Exhibit                                                       Page
  Number                   Description                         Number 
----------      ---------------------------------      ----------------------
     4          Peoples Bancorp Inc. 1995 Stock         Pages 15 through 27.
            		  Option Plan.   

     5          Opinion of Vorys, Sater, Seymour        Pages 28 and 29. 
            		  and Pease as to legality.

   23(a)        Consent of Coopers & Lybrand L.L.P.     Page 30. 

   23(b)        Consent of Vorys, Sater, Seymour        Filed as part of
            		  and Pease.                              Exhibit 5.
	
     24         Powers of Attorney.                     Pages 31 through 44.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR PEOPLES BANCORP INC.", "secsgml_size_bytes": 34785}]
As filed with the Securities and Exchange Commission on May 24, 1995
				                                   	Registration No. 33-_____________

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

              		    SECURITIES AND EXCHANGE COMMISSION
                    			 Washington, D.C.  20549

                          				FORM S-8

	  
   	    REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

	 

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

 
                           			Peoples Bancorp Inc.
                    		       1995 Stock Option Plan
                     		 -------------------------------
                    	      (Full title of the plan)

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

		   

                             (614) 373-3155
      -------------------------------------------------------------
      (Telephone number, including area code, of agent for service)

		   

                     			   Page 1 of 44 Pages
     Index to Exhibits at Page II-12 (Page 14 as sequentially numbered).

(Continuation of Facing Page)

-----------------------------------------------------------------------
              		    CALCULATION OF REGISTRATION FEE
-----------------------------------------------------------------------

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

Common           100,000      $22.50 for       $2,295,012.50     $792.00
Shares,                        9,975 common 
Without                        shares;
Par Value                      $23.00 for                  
                      			       90,025 common shares           

								

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

(1)  Estimated solely for the purpose of calculating the aggregate 
     offering price and the registration fee pursuant to Rules 457(c) 
     and (h) promulgated under the Securities Act of 1933, as amended, 
     and computed on the basis of:  (a) $22.50 per share for 9,975 of 
     the common shares to be registered, which is the price at which 
     options granted to purchase such common shares may be exercised; 
     and (b) $23.00 per share for 90,025 of the common shares to be 
     registered, which will be subject to options granted in the future,      
     which price is the average of the high and low sales prices of 
     the common shares as reported on the NASDAQ National Market 
     System on May 22, 1995.

                            				 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

	The Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 of Peoples Bancorp Inc. (the "Registrant") and
all other reports filed with the Securities and Exchange
Commission (the "Commission") pursuant to the requirements of
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), since that date are
hereby incorporated by reference.

	The description of the Registrant's common shares contained in
the Registrant's Registration Statement on Form 8-B (File No.
0-16772) filed with the Commission on July 20, 1993, is
incorporated herein by reference.
	
	Any definitive Proxy Statement or Information Statement filed
pursuant to Section 14 of the Exchange Act and all documents
which may be filed with the Commission pursuant to Sections 13,
14, or 15(d) of the Exchange Act subsequent to the date hereof
and prior to the completion of the offering contemplated hereby,
shall also be deemed to be incorporated herein by reference and
to be made a part hereof from the date of filing of such
documents; provided, however, that no report of the Compensation
Committee of the Board of Directors of the Registrant on
executive compensation and no performance graph included in any
Proxy Statement or Information Statement filed pursuant to
Section 14 of the Exchange Act shall be deemed to be
incorporated herein by reference.

	
Item 4.  Description of Securities.
	
	Not applicable.

	

Item 5.  Interests of Named Experts and Counsel.

	Not applicable.

	

Item 6.  Indemnification of Directors and Officers.
	
	ARTICLE FIVE of the Regulations of the Registrant governs the
indemnification of officers and directors of the Registrant. 
ARTICLE FIVE provides:
	

	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
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
cooperation (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 where such an 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 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 shareholders under division (C) of this
Section 5.04 shall be evidence in rebuttal of the presumption
recited in Section 5.01.  Any determination made by the
disinterested directors under division (A) or by independent
legal counsel under division (B) of this Section 5.04 to make
indemnification in respect of any claim, issue or matter
asserted in an action or suit threatened or brought by or in the
right of the corporation shall be promptly communicated to the
person who threatened or brought such action or suit, and within
ten (10) days after receipt of such notification such person
shall have the right to petition the Court of Common Pleas of
Washington County, Ohio or the court in which such action or
suit was brought, if any, to review the reasonableness of such
determination.

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

	(A)  if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
	
	(B)  if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or
suit, he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or
misconduct (other than negligence) in the performance of his
duty to the corporation, unless and only to the extent that the
Court of Common Pleas of Washington County, Ohio or the court in
which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in
view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.

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

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

	
	Section 5.08.     Certain Definitions.  For purposes of this
Article Five, and as examples and not by way of limitation:
	
	(A)  A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or
otherwise in defense of any action, suit or proceeding referred
to in Section 5.01, or in defense of any claim, issue or other
matter therein, if such action, suit or proceeding shall be
terminated as to such person, with or without prejudice, without
the entry of a judgment or order against him, without a
conviction of him, without the imposition of a fine upon him and
without his payment or agreement to pay any amount in settlement
thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the
claims made against him or otherwise results in a vindication of
him); and 

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

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

	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 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 divisions (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.
	

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

Item 7.  Exemption from Registration Claimed.

	 Not applicable.

Item 8.  Exhibits.
  
	 See the Index to Exhibits attached hereto at page II-12.

    
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 by the 
		Registrant pursuant to Section 13 or Section 15(d) of 
		the Securities Exchange Act of 1934 that are                     
		incorporated by reference in this registration statement.
		

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

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

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

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

                        			 SIGNATURES

	Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies 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 18th day of May, 1995.

			 
                                				PEOPLES BANCORP INC.

                                				By: /s/ ROBERT E. EVANS
                                				Robert E. Evans, President and CEO

      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 18th day of May, 1995.

 SIGNATURE                           TITLE
-----------                         -------

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

/s/ JEWELL BAKER*                   Director
Jewell Baker

/s/ DENNIS D. BLAUSER*              Director
Dennis D. Blauser

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

*By Power of Attorney

/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)

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

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

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

/s/ JAMES B. STOWE*                 Director
James B. Stowe

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

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

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

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

/s/ JOHN W. CONLON*                 Chief Financial Officer
John W. Conlon

*By Power of Attorney

/s/ ROBERT E. EVANS
Robert E. Evans
(Attorney-in-Fact)

                          INDEX TO EXHIBITS

 
  Exhibit                                                       Page
  Number                   Description                         Number 
----------      ---------------------------------      ----------------------
     4          Peoples Bancorp Inc. 1995 Stock         Pages 15 through 27.
            		  Option Plan.   

     5          Opinion of Vorys, Sater, Seymour        Pages 28 and 29. 
            		  and Pease as to legality.

   23(a)        Consent of Coopers & Lybrand L.L.P.     Page 30. 

   23(b)        Consent of Vorys, Sater, Seymour        Filed as part of
            		  and Pease.                              Exhibit 5.
	
     24         Powers of Attorney.                     Pages 31 through 44.