As filed with the Securities and Exchange Commission on July 2, 2002
                         Registration No. 333- ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

                             PEOPLES BANKCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             NEW YORK                                        16-1560886
----------------------------------                     -------------------------
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                         Identification No.)

                                825 STATE STREET
                           OGDENSBURG, NEW YORK 13699
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

               PEOPLES BANKCORP, INC. MANAGEMENT RECOGNITION PLAN
           PEOPLES BANKCORP, INC. 2000 STOCK OPTION AND INVENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                           ROBERT E. WILSON, PRESIDENT
                             PEOPLES BANKCORP, INC.
                                825 STATE STREET
                           OGDENSBURG, NEW YORK 13669
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (315) 393-4340
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                           JOAN S. GUILFOYLE, ESQUIRE
                       STRADLEY RONON STEVENS & YOUNG, LLP
                         1220 19TH STREET NW, SUITE 700
                              WASHINGTON, DC 20036
                                 (202) 419-8410
<TABLE>
<CAPTION>
                                            CALCULATION OF REGISTRATION FEE
===============================================================================================================

                                                 Proposed Maximum       Proposed Maximum          Amount Of
Title Of Securities        Amount To Be          Offering Price        Aggregate Offering        Registration
To Be Registered              Registered             Per Share              Price                    Fee

---------------------------------------------------------------------------------------------------------------
<S>                             <C>                  <C>                  <C>                    <C>
Common Stock
$.01 par value                  18,814               (2)                  $325,794 (2)            $29.97

===============================================================================================================
<FN>
(1)  Maximum  number  of  shares  issuable  under  the  Peoples  Bankcorp,  Inc.
     Management  Recognition Plan (5,375 shares) and the Peoples Bankcorp,  Inc.
     2000 Stock Option and Incentive Plan (13,439  shares),  as such amounts may
     be  increased  in  accordance  with  said  plans in the  event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  Pursuant to Rule 457(h), 7,342 shares being registered hereby are presently
     subject to options at an exercise  price of $11,625  per share  ($85,932 in
     the aggregate) and 11,422 shares being registered hereby are based upon the
     average  of the bid and asked  selling  prices of the  common  stock of the
     Registrant as reported on the OTC Electronic Bulletin Board on July 1, 2002
     of $21.00 per share ($239,862 in the aggregate).
</FN>
</TABLE>
<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 18,814 shares
of Common  Stock,  $.01 par value per share,  of  Peoples  Bankcorp,  Inc.  (the
"Company")  reserved for issuance and delivery under the Peoples Bankcorp,  Inc.
Management Recognition Plan and the Peoples Bankcorp, Inc. 2000 Stock Option and
Incentive Plan  (together,  the "Plans").  Documents  containing the information
required  by Part I of this  Registration  Statement  will be sent or  given  to
participants in the Plans in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Peoples  Bankcorp,  Inc. (the  "Company")  is subject to the  informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and,  accordingly,  files  periodic  reports  and  other  information  with  the
Commission.  Reports,  proxy  statements  and other  information  concerning the
Company  filed with the  Commission  may be inspected and copies may be obtained
(at prescribed rates) at the Commission's  Public Reference Section,  Room 1024,
450 Fifth Street, N.W., Washington,  D.C. 20549. The Commission also maintains a
Web site that  contains  reports,  proxy and  information  statements  and other
information  regarding registrants that file electronically with the Commission,
including  the  Company.   The  address  for  the   Commission's   Web  site  is
"http://www.sec.gov".

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 2001 filed with the  Commission on April 1, 2002  (Commission  File
No. 0-25217).

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2002 filed with the  Commission on May 15, 2002  (Commission  File No.
0-25217).

     (c)  The  description  of the  Company's  Securities  as  contained  in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
December 29, 1998 (Commission File No. 333-63625).

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  AFTER
THE DATE HEREOF AND PRIOR TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF
COMMON STOCK,  PAR VALUE $.01 PER SHARE  ("COMMON  STOCK") SHALL BE DEEMED TO BE
INCORPORATED  BY  REFERENCE  IN THIS  REGISTRATION  STATEMENT,  AND TO BE A PART
HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.


                                       1
<PAGE>

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     In  addition  to and apart  from the  indemnification  provided  for in the
Corporation  Law of New York,  as from time to time  amended,  the Company shall
provide  indemnification  to its  directors  as  outlined  in  Article 11 of the
Company's Certificate of Incorporation as stated below:

     A. Right to  Indemnification.  Each person who was or is made a party or is
        -------------------------
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact:

          (1) that he or she is or was a director or officer of the Corporation,
or

          (2) that he or she,  being at the time a  director  or  officer of the
Corporation,  is or was serving at the request of the Corporation as a director,
trustee,  officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee   benefit   plan   (collectively,   "another   enterprise"   or  "other
enterprise"),  whether  either  in case (i) or in case  (ii)  the  basis of such
proceeding  is alleged  action or  inaction  (x) in an  official  capacity  as a
director  or officer of the  Corporation,  or as a director,  trustee,  officer,
employee or agent of such other enterprise, or (y) in any other capacity related
to the  Corporation  or such other  enterprise  while so serving as a  director,
trustee,  officer,  employee or agent, shall be indemnified and held harmless by
the  Corporation  to the fullest extent  authorized by the Business  Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  with respect to actions taken prior to such amendment,  only to
the extent that such amendment does not prohibit the Corporation  from providing
broader  indemnification  rights  than  permitted  prior  thereto),  against all
expense,  liability and loss (including,  without  limitation,  attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith.  The persons  indemnified  by this Article  Eleventh are  hereinafter
referred to as "indemnities." Such  indemnification as to such alleged action or
inaction shall continue as to an indemnitee who has after such alleged action or
inaction  ceased to be a director or officer of the  Corporation,  or  director,
officer, employee or agent of another enterprise; and shall inure to the benefit
of  the  indemnitee's  heirs,   executors  and  administrators.   The  right  to
indemnification  conferred  in this  Article  Eleventh:  (i) shall be a contract
right;  (ii)  shall  not  be  affected  adversely  as to any  indemnitee  by any
amendment of this  Certificate  of  Incorporation  with respect to any action or
inaction  occurring  prior to such  amendment;  and (iii) shall,  subject to any
requirements imposed by law and the Bylaws,  include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition.

     B. Relationship to Other Rights and Provisions Concerning  Indemnification.
        -----------------------------------------------------------------------
The rights to indemni- fication and to the advancement of expenses  conferred in
this Article Eleventh shall not be exclusive of any other right which any person
may  have  or  hereafter   acquire  under  any  statute,   this  Certificate  of
Incorporation,  Bylaws,  agreement  (including any agreement between such person
and any of the Corporation's affiliates,  predecessor or subsidiary corporations
or any constituent corporation absorbed by the Corporation in a consolidation or
merger),  vote of  shareholders  or  disinterested  directors or otherwise.  The
Bylaws may contain such other provisions concerning  indemnification,  including
provisions  specifying  reasonable  procedures relating to and conditions to the
receipt by indemnitees of indemnification, provided that such provisions are not
inconsistent with the provisions of this Article Eleventh.

     C. Agents and Employees. The Corporation may, to the extent authorized from
        --------------------
time to time by the Board of Directors and to the fullest  extent  authorized by
the Business  Corporation  Law, as the same exists or may  hereafter be amended,
grant rights to  indemnification,  and to the  advancement  of expenses,  to any
employee or agent of the  Corporation  (or any person,  other than a director or
officer of the Corporation,  serving at the Corporation's request as a director,
trustee, officer, employee or agent of another enterprise) or to persons who are
or were a  director,  officer,  employee  or agent  of any of the  Corporation's
affiliates,   predecessor  or  subsidiary   corporations  or  of  a  constituent
corporation  absorbed by the Corporation in a consolidation  or merger or who is
or was  serving at the  request of such  affiliate,  predecessor  or  subsidiary
corporation or of such constituent corporation as a director,  officer, employee
or agent of  another  enterprise,  in each  case as  determined  by the Board of
Directors to the fullest  extent of the  provisions of this Article  Eleventh in
cases of the  indemnification  and  advancement  of  expenses of  directors  and
officers of the  Corporation,  or to any lesser  extent (or greater  extent,  if
permitted by law)


                                       2
<PAGE>

determined by the Board of Directors.  Nothing in this Article Eleventh C. shall
limit the indemnification  provided in Article Eleventh A. hereof to any officer
or director of the Corporation who was or is made a party or is threatened to be
made a party to or is otherwise involved in any proceeding by reason of the fact
that  he or  she is or  was  serving  at the  request  of the  Corporation  as a
director,  officer,  trustee,  employee  or  agent  of  any  subsidiary  of  the
Corporation or any other enterprise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not Applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

     5    Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

     23.1 Consent of Stradley  Ronon  Stevens & Young  (appears in their opinion
          filed as Exhibit 5.1)

     23.2 Consent of Morrow & Poulsen, P.C.

     24   Power of Attorney  (contained in signature  page to this  registration
          statement)

     99.1 Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
          trust agreement, as amended

     99.2 Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan

     99.3 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Peoples Bankcorp,
          Inc. 2000 Stock Option and Incentive Plan

     99.4 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the  Peoples
          Bankcorp, Inc. 2000 Stock Option and Incentive Plan

     99.5 Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation  Rights granted under the Peoples  Bankcorp,  Inc.
          2000 Stock Option and Incentive Plan

     99.6 Notice of MRP Award

ITEM 9.  UNDERTAKINGS
------

     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  which,
     individually or together, represent a fundamental change in the information
     set forth in the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of  securities  offered (if the total dollar
     value of securities offered would not exceed that which was registered) and
     any deviation  from the low or high end of the estimated  maximum  offering
     range  may be  reflected  in the  form of  prospectus  filed  with  the SEC
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent

                                       3
<PAGE>

     change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement;

             (iii) To include any additional or changed material  information on
     to the plan of distribution;  provided,  however, that paragraphs (a)(1)(i)
     and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or
     S-8,  and the  information  required  to be  included  in a  post-effective
     amendment is incorporated  by reference from the periodic  reports filed by
     the small business issuer under the Securities Exchange Act of 1934.

     (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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

     (4) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                       4
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Ogdensburg, State of New York, on ____________, 2002.



                                     PEOPLES BANKCORP, INC.


                                     By:/s/ Robert E. Wilson
                                        -----------------------------------
                                        Robert E. Wilson
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  Directors of Peoples Bankcorp,  Inc., hereby severally
constitute  and  appoint  Robert E.  Wilson,  who may act,  with  full  power of
substitution,  our true and lawful  attorney and agent, to do any and all things
in our names in the capacities  indicated below which said Robert E. Wilson, who
may act, may deem  necessary or advisable to enable  Peoples  Bankcorp,  Inc. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission,  in connection with
the registration of Peoples Bankcorp, Inc. common stock, including specifically,
but not  limited  to,  power  and  authority  to sign for us in our names in the
capacities  indicated  below,  the  registration   statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that said  Robert E.  Wilson,  shall do or cause to be done by
virtue thereof.

     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.
<TABLE>
<CAPTION>
     Signatures                                  Title                                     Date
     ----------                                  -----                                     ----

<S>                                              <C>                                    <C>
By:/s/ Robert E. Wilson                          President and ChiefExecutive           July 2, 2002
   -----------------------------------           Officer (Principal Executive
   Robert E. Wilson                              Officer)

By:/s/ Todd R. Mashaw                            Vice President                         July 2, 2002
   -----------------------------------
   Todd R. Mashaw


By:/s/ Robert E. Hentschel                       Chairman of the Board                  July 2, 2002
   -----------------------------------
   Robert E. Hentschel


By:/s/ Anthony P. LeBarge, Sr.                   Director                               July 2, 2002
   -----------------------------------
   Anthony P. LeBarge, Sr.


By:/s/ George E. Silver                          Director                               July 2, 2002
   -----------------------------------
   George E. Silver


By:/s/ Wesley L. Stitt                           Director                               July 2, 2002
   -----------------------------------
   Wesley L. Stitt
</TABLE>

<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT       DESCRIPTION
-------       -----------

  5       Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

 23.1     Consent of  Stradley  Ronon  Stevens & Young,  LLP  (appears  in their
          opinion filed as Exhibit 5.1)

 23.2     Consent of Morrow & Poulsen, P.C.

 24       Power of Attorney  (contained in signature  page to this  registration
          statement)

 99.1     Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
          trust agreement, as amended

 99.2     Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan

 99.3     Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Peoples Bankcorp,
          Inc. 2000 Stock Option and Incentive Plan

 99.4     Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the  Peoples
          Bankcorp, Inc. 2000 Stock Option and Incentive Plan

 99.5     Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation  Rights granted under the Peoples  Bankcorp,  Inc.
          2000 Stock Option and Incentive Plan

 99.6     Notice of MRP Award
[{"type": "S-8", "sequence": "1", "filename": "fms8june2002mrppsoip-1899.txt", "description": "FORM S-8 (MRP & 2002 SOIP)", "secsgml_size_bytes": 24580}]
{"company-data": {"conformed-name": "PEOPLES BANKCORP INC", "cik": "0001070243", "assigned-sic": "6035", "irs-number": "161560886", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92146", "film-number": "02699021"}, "business-address": {"street1": "825 STATE STREET", "city": "OGDENSBURG", "state": "NY", "zip": "13669", "phone": "3153934340"}, "mail-address": {"street1": "825 STATE STREET", "city": "OGDENSBURG", "state": "NY", "zip": "13669"}}
As filed with the Securities and Exchange Commission on July 2, 2002
                         Registration No. 333- ________

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

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                     ---------------------------------------
                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
                     ---------------------------------------

                             PEOPLES BANKCORP, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

             NEW YORK                                        16-1560886
----------------------------------                     -------------------------
  (State or Other Jurisdiction of                         (I.R.S. Employer
  Incorporation or Organization)                         Identification No.)

                                825 STATE STREET
                           OGDENSBURG, NEW YORK 13699
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

               PEOPLES BANKCORP, INC. MANAGEMENT RECOGNITION PLAN
           PEOPLES BANKCORP, INC. 2000 STOCK OPTION AND INVENTIVE PLAN
--------------------------------------------------------------------------------
                            (Full Title of the Plans)

                           ROBERT E. WILSON, PRESIDENT
                             PEOPLES BANKCORP, INC.
                                825 STATE STREET
                           OGDENSBURG, NEW YORK 13669
                     ---------------------------------------
                     (Name and Address of Agent For Service)

                                 (315) 393-4340
          -------------------------------------------------------------
          (Telephone Number, Including Area Code, of Agent for Service)

                                   Copies to:

                           JOAN S. GUILFOYLE, ESQUIRE
                       STRADLEY RONON STEVENS & YOUNG, LLP
                         1220 19TH STREET NW, SUITE 700
                              WASHINGTON, DC 20036
                                 (202) 419-8410
CALCULATION OF REGISTRATION FEE
===============================================================================================================

                                                 Proposed Maximum       Proposed Maximum          Amount Of
Title Of Securities        Amount To Be          Offering Price        Aggregate Offering        Registration
To Be Registered              Registered             Per Share              Price                    Fee

---------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par value                  18,814               (2)                  $325,794 (2)            $29.97

===============================================================================================================
(1)  Maximum  number  of  shares  issuable  under  the  Peoples  Bankcorp,  Inc.
     Management  Recognition Plan (5,375 shares) and the Peoples Bankcorp,  Inc.
     2000 Stock Option and Incentive Plan (13,439  shares),  as such amounts may
     be  increased  in  accordance  with  said  plans in the  event of a merger,
     consolidation, recapitalization or similar event involving the Registrant.
(2)  Pursuant to Rule 457(h), 7,342 shares being registered hereby are presently
     subject to options at an exercise  price of $11,625  per share  ($85,932 in
     the aggregate) and 11,422 shares being registered hereby are based upon the
     average  of the bid and asked  selling  prices of the  common  stock of the
     Registrant as reported on the OTC Electronic Bulletin Board on July 1, 2002
     of $21.00 per share ($239,862 in the aggregate).
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 18,814 shares
of Common  Stock,  $.01 par value per share,  of  Peoples  Bankcorp,  Inc.  (the
"Company")  reserved for issuance and delivery under the Peoples Bankcorp,  Inc.
Management Recognition Plan and the Peoples Bankcorp, Inc. 2000 Stock Option and
Incentive Plan  (together,  the "Plans").  Documents  containing the information
required  by Part I of this  Registration  Statement  will be sent or  given  to
participants in the Plans in accordance with Rule 428(b)(1).  In accordance with
Note to Part I of Form S-8, 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.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
------

     Peoples  Bankcorp,  Inc. (the  "Company")  is subject to the  informational
requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act")
and,  accordingly,  files  periodic  reports  and  other  information  with  the
Commission.  Reports,  proxy  statements  and other  information  concerning the
Company  filed with the  Commission  may be inspected and copies may be obtained
(at prescribed rates) at the Commission's  Public Reference Section,  Room 1024,
450 Fifth Street, N.W., Washington,  D.C. 20549. The Commission also maintains a
Web site that  contains  reports,  proxy and  information  statements  and other
information  regarding registrants that file electronically with the Commission,
including  the  Company.   The  address  for  the   Commission's   Web  site  is
"http://www.sec.gov".

     The following  documents are incorporated by reference in this Registration
Statement:

     (a) The  Company's  Annual  Report on Form 10-KSB for the fiscal year ended
December 31, 2001 filed with the  Commission on April 1, 2002  (Commission  File
No. 0-25217).

     (b) The  Company's  Quarterly  Report on Form 10-QSB for the quarter  ended
March 31, 2002 filed with the  Commission on May 15, 2002  (Commission  File No.
0-25217).

     (c)  The  description  of the  Company's  Securities  as  contained  in the
Company's  Registration  Statement  on Form 8-A  filed  with the  Commission  on
December 29, 1998 (Commission File No. 333-63625).

     ALL DOCUMENTS SUBSEQUENTLY FILED BY THE COMPANY PURSUANT TO SECTIONS 13(A),
13(C), 14, AND 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934, AS AMENDED,  AFTER
THE DATE HEREOF AND PRIOR TO THE  TERMINATION  OF THE  OFFERING OF THE SHARES OF
COMMON STOCK,  PAR VALUE $.01 PER SHARE  ("COMMON  STOCK") SHALL BE DEEMED TO BE
INCORPORATED  BY  REFERENCE  IN THIS  REGISTRATION  STATEMENT,  AND TO BE A PART
HEREOF FROM THE DATE OF FILING OF SUCH DOCUMENTS.

ITEM 4.  DESCRIPTION OF SECURITIES
------

     Not applicable,  as the Common Stock is registered  under Section 12 of the
Securities Exchange Act of 1934.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL
------

     Not Applicable.

                                       1
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
------

     In  addition  to and apart  from the  indemnification  provided  for in the
Corporation  Law of New York,  as from time to time  amended,  the Company shall
provide  indemnification  to its  directors  as  outlined  in  Article 11 of the
Company's Certificate of Incorporation as stated below:

     A. Right to  Indemnification.  Each person who was or is made a party or is
        -------------------------
threatened to be made a party to or is otherwise involved in any action, suit or
proceeding,   whether   civil,   criminal,   administrative   or   investigative
(hereinafter a "proceeding"), by reason of the fact:

          (1) that he or she is or was a director or officer of the Corporation,
or

          (2) that he or she,  being at the time a  director  or  officer of the
Corporation,  is or was serving at the request of the Corporation as a director,
trustee,  officer, employee or agent of another corporation or of a partnership,
joint venture,  trust or other enterprise,  including service with respect to an
employee   benefit   plan   (collectively,   "another   enterprise"   or  "other
enterprise"),  whether  either  in case (i) or in case  (ii)  the  basis of such
proceeding  is alleged  action or  inaction  (x) in an  official  capacity  as a
director  or officer of the  Corporation,  or as a director,  trustee,  officer,
employee or agent of such other enterprise, or (y) in any other capacity related
to the  Corporation  or such other  enterprise  while so serving as a  director,
trustee,  officer,  employee or agent, shall be indemnified and held harmless by
the  Corporation  to the fullest extent  authorized by the Business  Corporation
Law, as the same exists or may  hereafter  be amended  (but,  in the case of any
such amendment,  with respect to actions taken prior to such amendment,  only to
the extent that such amendment does not prohibit the Corporation  from providing
broader  indemnification  rights  than  permitted  prior  thereto),  against all
expense,  liability and loss (including,  without  limitation,  attorneys' fees,
judgments,   fines,  ERISA  excise  taxes  or  penalties  and  amounts  paid  in
settlement)  reasonably  incurred  or  suffered  by such  person  in  connection
therewith.  The persons  indemnified  by this Article  Eleventh are  hereinafter
referred to as "indemnities." Such  indemnification as to such alleged action or
inaction shall continue as to an indemnitee who has after such alleged action or
inaction  ceased to be a director or officer of the  Corporation,  or  director,
officer, employee or agent of another enterprise; and shall inure to the benefit
of  the  indemnitee's  heirs,   executors  and  administrators.   The  right  to
indemnification  conferred  in this  Article  Eleventh:  (i) shall be a contract
right;  (ii)  shall  not  be  affected  adversely  as to any  indemnitee  by any
amendment of this  Certificate  of  Incorporation  with respect to any action or
inaction  occurring  prior to such  amendment;  and (iii) shall,  subject to any
requirements imposed by law and the Bylaws,  include the right to be paid by the
Corporation the expenses incurred in defending any such proceeding in advance of
its final disposition.

     B. Relationship to Other Rights and Provisions Concerning  Indemnification.
        -----------------------------------------------------------------------
The rights to indemni- fication and to the advancement of expenses  conferred in
this Article Eleventh shall not be exclusive of any other right which any person
may  have  or  hereafter   acquire  under  any  statute,   this  Certificate  of
Incorporation,  Bylaws,  agreement  (including any agreement between such person
and any of the Corporation's affiliates,  predecessor or subsidiary corporations
or any constituent corporation absorbed by the Corporation in a consolidation or
merger),  vote of  shareholders  or  disinterested  directors or otherwise.  The
Bylaws may contain such other provisions concerning  indemnification,  including
provisions  specifying  reasonable  procedures relating to and conditions to the
receipt by indemnitees of indemnification, provided that such provisions are not
inconsistent with the provisions of this Article Eleventh.

     C. Agents and Employees. The Corporation may, to the extent authorized from
        --------------------
time to time by the Board of Directors and to the fullest  extent  authorized by
the Business  Corporation  Law, as the same exists or may  hereafter be amended,
grant rights to  indemnification,  and to the  advancement  of expenses,  to any
employee or agent of the  Corporation  (or any person,  other than a director or
officer of the Corporation,  serving at the Corporation's request as a director,
trustee, officer, employee or agent of another enterprise) or to persons who are
or were a  director,  officer,  employee  or agent  of any of the  Corporation's
affiliates,   predecessor  or  subsidiary   corporations  or  of  a  constituent
corporation  absorbed by the Corporation in a consolidation  or merger or who is
or was  serving at the  request of such  affiliate,  predecessor  or  subsidiary
corporation or of such constituent corporation as a director,  officer, employee
or agent of  another  enterprise,  in each  case as  determined  by the Board of
Directors to the fullest  extent of the  provisions of this Article  Eleventh in
cases of the  indemnification  and  advancement  of  expenses of  directors  and
officers of the  Corporation,  or to any lesser  extent (or greater  extent,  if
permitted by law)

                                       2
determined by the Board of Directors.  Nothing in this Article Eleventh C. shall
limit the indemnification  provided in Article Eleventh A. hereof to any officer
or director of the Corporation who was or is made a party or is threatened to be
made a party to or is otherwise involved in any proceeding by reason of the fact
that  he or  she is or  was  serving  at the  request  of the  Corporation  as a
director,  officer,  trustee,  employee  or  agent  of  any  subsidiary  of  the
Corporation or any other enterprise.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED
------

     Not Applicable.

ITEM 8.  EXHIBITS
------

     The exhibits scheduled to be filed or included as part of this Registration
Statement are as follows:

     5    Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

     23.1 Consent of Stradley  Ronon  Stevens & Young  (appears in their opinion
          filed as Exhibit 5.1)

     23.2 Consent of Morrow & Poulsen, P.C.

     24   Power of Attorney  (contained in signature  page to this  registration
          statement)

     99.1 Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
          trust agreement, as amended

     99.2 Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan

     99.3 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Peoples Bankcorp,
          Inc. 2000 Stock Option and Incentive Plan

     99.4 Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the  Peoples
          Bankcorp, Inc. 2000 Stock Option and Incentive Plan

     99.5 Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation  Rights granted under the Peoples  Bankcorp,  Inc.
          2000 Stock Option and Incentive Plan

     99.6 Notice of MRP Award

ITEM 9.  UNDERTAKINGS
------

     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  which,
     individually or together, represent a fundamental change in the information
     set forth in the registration statement. Notwithstanding the foregoing, any
     increase or decrease in volume of  securities  offered (if the total dollar
     value of securities offered would not exceed that which was registered) and
     any deviation  from the low or high end of the estimated  maximum  offering
     range  may be  reflected  in the  form of  prospectus  filed  with  the SEC
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price  represent  no more than 20 percent

                                       3
change  in  the  maximum   aggregate   offering  price  set  forth  in  the
     "Calculation  of  Registration  Fee"  table in the  effective  registration
     statement;

             (iii) To include any additional or changed material  information on
     to the plan of distribution;  provided,  however, that paragraphs (a)(1)(i)
     and (a)(1)(ii) do not apply if the registration statement is on Form S-3 or
     S-8,  and the  information  required  to be  included  in a  post-effective
     amendment is incorporated  by reference from the periodic  reports filed by
     the small business issuer under the Securities Exchange Act of 1934.

     (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 file a post-effective  amendment to remove from  registration any of
the securities that remain unsold at the end of the offering.

     (4) 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 15(d) of the Securities
Exchange Act of 1934 (and, where applicable,  each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the  registration  statement shall be
deemed to be a new  registration  statement  relating to the securities  offered
therein,  and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors,  officers and controlling  persons of
the small business  issuer pursuant to the foregoing  provisions,  or otherwise,
the small business issuer has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification  against such liabilities (other than the
payment by the small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been settled by
controlling  precedent,  submit  to a  court  of  appropriate  jurisdiction  the
question  whether  such  indemnification  by  it is  against  public  policy  as
expressed  in the  Securities  Act of 1933 and  will be  governed  by the  final
adjudication of such issue.

                                       4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Ogdensburg, State of New York, on ____________, 2002.

                                     PEOPLES BANKCORP, INC.

                                     By:/s/ Robert E. Wilson
                                        -----------------------------------
                                        Robert E. Wilson
                                        President and Chief Executive Officer
                                        (Duly Authorized Representative)

                                POWER OF ATTORNEY

     We, the undersigned  Directors of Peoples Bankcorp,  Inc., hereby severally
constitute  and  appoint  Robert E.  Wilson,  who may act,  with  full  power of
substitution,  our true and lawful  attorney and agent, to do any and all things
in our names in the capacities  indicated below which said Robert E. Wilson, who
may act, may deem  necessary or advisable to enable  Peoples  Bankcorp,  Inc. to
comply with the Securities Act of 1933, as amended,  and any rules,  regulations
and requirements of the Securities and Exchange  Commission,  in connection with
the registration of Peoples Bankcorp, Inc. common stock, including specifically,
but not  limited  to,  power  and  authority  to sign for us in our names in the
capacities  indicated  below,  the  registration   statement  and  any  and  all
amendments (including  post-effective  amendments) thereto; and we hereby ratify
and  confirm  all that said  Robert E.  Wilson,  shall do or cause to be done by
virtue thereof.

     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.
Signatures                                  Title                                     Date
     ----------                                  -----                                     ----
By:/s/ Robert E. Wilson                          President and ChiefExecutive           July 2, 2002
   -----------------------------------           Officer (Principal Executive
   Robert E. Wilson                              Officer)

By:/s/ Todd R. Mashaw                            Vice President                         July 2, 2002
   -----------------------------------
   Todd R. Mashaw

By:/s/ Robert E. Hentschel                       Chairman of the Board                  July 2, 2002
   -----------------------------------
   Robert E. Hentschel

By:/s/ Anthony P. LeBarge, Sr.                   Director                               July 2, 2002
   -----------------------------------
   Anthony P. LeBarge, Sr.

By:/s/ George E. Silver                          Director                               July 2, 2002
   -----------------------------------
   George E. Silver

By:/s/ Wesley L. Stitt                           Director                               July 2, 2002
   -----------------------------------
   Wesley L. Stitt
INDEX TO EXHIBITS

EXHIBIT       DESCRIPTION
-------       -----------

  5       Opinion of Stradley  Ronon Stevens & Young,  LLP as to the validity of
          the Common Stock being registered

 23.1     Consent of  Stradley  Ronon  Stevens & Young,  LLP  (appears  in their
          opinion filed as Exhibit 5.1)

 23.2     Consent of Morrow & Poulsen, P.C.

 24       Power of Attorney  (contained in signature  page to this  registration
          statement)

 99.1     Peoples Bankcorp, Inc. 2000 Management Recognition Plan and associated
          trust agreement, as amended

 99.2     Peoples Bankcorp, Inc. 2000 Stock Option and Incentive Plan

 99.3     Form of Stock Option  Agreement to be entered into with Optionees with
          respect to Incentive Stock Options granted under the Peoples Bankcorp,
          Inc. 2000 Stock Option and Incentive Plan

 99.4     Form of Stock Option  Agreement to be entered into with Optionees with
          respect to  Non-Incentive  Stock  Options  granted  under the  Peoples
          Bankcorp, Inc. 2000 Stock Option and Incentive Plan

 99.5     Form of Agreement to be entered  into with  Optionees  with respect to
          Stock  Appreciation  Rights granted under the Peoples  Bankcorp,  Inc.
          2000 Stock Option and Incentive Plan

 99.6     Notice of MRP Award