SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8
AMENDMENT TO APPLICATION OR REPORT
Filed Pursuant to Section 12, 13 or 15 (d)
of
THE SECURITIES EXCHANGE ACT OF 1934
PEOPLES BANCORP INC.
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items,
financial statements, exhibits or other portions of its annual
report on Form 10K as set forth in the pages attached hereto:
Item 1 - Exhibit 28 has been added to the filing. Exhibit 28 is
the Form 11-K Annual Report for the Registrant's Retirement Plan
entitled "Peoples Bancorp Inc. Retirement Savings Plan".
Pursuant to the requirement of the Securities Exchange Act of
1934, the Registrant has duly caused this amendment to be signed
on its behalf by the undersigned, hereunto duly authorized.
PEOPLES BANCORP INC.
DATE: April 29, 1994
BY: ROBERT E. EVANS
Robert E. Evans
President and Chief Executive Officer
PEOPLES BANCORP INC.
FORM 10K FOR YEAR ENDED DECEMBER 31, 1993
Exhibit 28
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Commission File No. 0-16772
FORM 11-K ANNUAL REPORT
Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the year ended December 31, 1993
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN
PEOPLES BANCORP INC.
138 Putnam Street
Marietta, Ohio 45750
ITEM 1.
CHANGES IN THE PLAN.
Incorporated herein by reference to Peoples Bancorp Inc. Form
10-K for fiscal year ended December 31, 1993, Exhibit 10 (b),
pages i through 75.
ITEM 2.
CHANGES IN INVESTMENT POLICY.
None
ITEM 3.
CONTRIBUTIONS UNDER THE PLAN.
Contributions under the Plan are not discretionary and are
determined based upon employee contribution.
ITEM 4.
PARTICIPATING EMPLOYEES.
There were 236 employees who were participants in the Plan at
December 31, 1993.
ITEM 5.
ADMINISTRATION OF THE PLAN.
(a) The following is a list of names and addresses of positions
or offices held with Peoples Bancorp Inc. of all persons who are
members of the Committee which administers the Plan:
POSITIONS OR OFFICES HELD WITH PEOPLES
NAMES AND ADDRESSES BANCORP INC.
Joseph P. Flinn Loan Officer of The Peoples Banking
138 Putnam Street and Trust Company
Marietta, Ohio 45750
Thomas D. Hesson Assistant Vice President and Controller
415 Main Street of The First National Bank of
Caldwell, Ohio 43724 Southeastern Ohio
Larry E. Holdren Executive Vice President and Director
138 Putnam Street of Human Resources of The Peoples Banking
Marietta, Ohio 45750 and Trust Company
Charles R. Hunsaker Counsel for Peoples Bancorp Inc.; and
138 Putnam Street Vice President and Counsel of The Peoples
Marietta, Ohio 45750 Banking and Trust Company
Doris Goldsberry Manager of Banking Center of The Peoples
1 North Court Street Banking and Trust Company
Athens, Ohio 45701
Rick D. Turner President of The First National Bank of
415 Main Street Southeastern Ohio
Caldwell, Ohio 43724
Jeffrey D. Welch Treasurer of Peoples Bancorp Inc.,
138 Putnam Street Vice-President of Investment and Trust
Marietta, Ohio 45750 Division of The Peoples Banking and
Trust Company
The Peoples Banking and Trustee of Peoples Bancorp Inc.
Trust Company Retirement Savings Plan
138 Putnam Street
Marietta, Ohio 45750
(b) Neither of the members of the Committee nor the Trustee
received any compensation for services from the Plan during the
plan year ended December 31, 1993.
ITEM 6.
CUSTODIAN OF INVESTMENTS.
(a) The Peoples Banking and Trust Company, 138 Putnam Street,
Marietta, Ohio, as Trustee, acts as custodian of all securities
and investments of the Plan. The Peoples Banking and Trust
Company, an Ohio banking corporation, offers various trust
services to corporate and personal trust account customers.
(b) The total amount of compensation received from the
Employer-Issuer on behalf of the Plan by The Peoples Banking and
Trust Company as Trustee for fiscal year 1992 was approximately -0-.
(c) The Peoples Banking and Trust Company is covered by a
bankers' blanket bond (financial institution bond) in the amount
of $3,700,000 and separate coverage of $1,000,000 for fiduciary
liability in dealing with its retirement plans.
ITEM 7.
REPORTS TO PARTICIPATING EMPLOYEES.
During each quarter of the Plan year, each participant received
an individual participant statement disclosing the status of his
or her account during the preceding quarter (including the
opening and closing totals, and a breakdown of withdrawals,
contributions, and other allocations to or from the account).
ITEM 8.
INVESTMENT OF FUNDS.
(a) During 1993 and 1992 the Plan paid out no direct brokerage
commissions.
(b) No transactions during 1993 were directed to a broker or
otherwise which were in exchange for research services.
ITEM 9.
FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements.
Audited Financial Statements for the Plan are incorporated
herein by reference to the internal exhibit index marked
- - - - -----INTERNAL EXHIBIT INDEX----- of this Form 8.
(b) Exhibits
Exhibit 24- Consent of Coopers & Lybrand
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Trustee (or other persons who administer the Plan)
have duly caused this annual report to be signed on its behalf
by the undersigned hereunto duly authorized.
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN
DATE: April 29, 1994
BY: JEFFREY D. WELCH
Jeffrey D. Welch, Treasurer
Peoples Bancorp Inc. and member of the Administrative Committee
EXHIBIT INDEX
Exhibit 24 - Consent of Coopers & Lybrand
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN
REPORT ON AUDITS OF FINANCIAL STATEMENTS
for the years ended December 31, 1993 and 1992
- - - - -----INTERNAL EXHIBIT INDEX-----
Report of Independent Accountants - Page 1
Financial Statements:
Statement of Financial Condition, December 31, 1993 and 1992 - Page 2
Statement of Changes in Plan Equity for the years ended December
31, 1993, 1992 and 1991 - Page 3
Notes to the Financial Statements - Pages 4-7
Supplemental Schedules:
Combining Statement of Financial Condition, December 31, 1993
and 1992 - Pages 8-9
Combining Statement of Changes in Plan Equity for the years
ended December 31, 1993, 1992 and 1991 - Pages 10-12
Assets Held for Investment Purposes, December 31, 1993 - Page 13
Reportable Transactions, December 31, 1993 - Page 14
- - - - ------------------------------------------------------------------------
PLEASE NOTE: THE ABOVE PAGE NUMBERS REFLECT THE PAGE NUMBERS INCLUDED
ON THE PAPER FILING OF THIS FORM 11-K. DUE TO LIMITATIONS OF THE EDGAR
PAGE NUMBERING SYSTEM, PEOPLES BANCORP HAS ELECTED NOT TO USE PAGE
NUMBERS IN THE ELECTRONIC FILING OF THIS FORM.
- - - - ------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Trust Administrative Committee
Peoples Bancorp Inc. Retirement Savings Plan
Marietta, Ohio
We have audited the statements of financial condition of Peoples
Bancorp Inc. Retirement Savings Plan as of December 31, 1993 and
1992, and the related statements of changes in plan equity for
each of the three years in the period ended December 31, 1993.
These financial statements are the responsibility of the Plan
Administrator, Peoples Bancorp Inc. Retirement Savings Plan
Administration Committee. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial
condition of the Plan as of December 31, 1993 and 1992, and the
results of its operations and changes in Plan equity for each of
the three years in the period ended December 31, 1993 in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on
the financial statements taken as a whole. The Supplemental
Schedules listed in the accompanying index are presented for the
purposes of complying with the Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 and are not a required
part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our
opinion, are fairly stated in all material respects in relation
to the basic financial statements taken as a whole.
COOPERS & LYBRAND
Coopers & Lybrand
Columbus, Ohio
April 1, 1994
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN
STATEMENT OF FINANCIAL CONDITION, December 31, 1993 and 1992
<TABLE>
<CAPTION>
PLAN ASSETS
1993 1992
<S> <C> <C>
Investment in common stock and
certificates of deposit of
participating employees $2,133,978 $1,710,297
Investment in common stock fund 448,589 344,850
Investment in special stock fund 44,523
Interest and dividends receivable 16,693 13,401
Cash, non-interest-bearing 14,785 285
Cash, interest-bearing 23,300 19,200
Contribution receivable 760 12,135
Participant loans 59,346 37,663
Total assets $2,741,974 $2,137,831
LIABILITIES AND PLAN EQUITY
Excess contributions to be
refunded $4,171 $13,140
Plan equity 2,737,803 2,124,691
Total liabilities
and plan equity $2,741,974 $2,137,831
</TABLE>
The accompanying notes are an integral part of the financial statements.
STATEMENT OF CHANGES IN PLAN EQUITY
for the years ended December 31, 1993, 1992 and 1991
<TABLE>
1993 1992 1991
<S> <C> <C> <C>
Investment income:
Dividend $51,823 $44,197 $33,763
Interest 28,134 22,956 20,383
Total 79,957 67,153 54,146
Net appreciation in fair
value of investments 278,473 388,028 143,759
Contributions and deposits:
Participating employees 277,731 268,785 246,419
Participating employer 73,458 65,253 49,663
Total 351,189 334,038 296,082
Withdrawals and forfeitures (96,507) (59,226) (60,698)
Net increase in plan
equity 613,112 729,993 433,289
Plan equity at beginning of year 2,124,691 1,394,698 961,409
Plan equity at end of
year $2,737,803 $2,124,691 $1,394,698
</TABLE>
The accompanying notes are an integral part of the financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. Description of Plan:
A. General:
Peoples Bancorp Inc. Retirement Savings Plan (the Plan) is a
defined contribution plan covering substantially all employees
of Peoples Bancorp Inc. and its subsidiaries (The Peoples
Banking and Trust Company and The First National Bank of
Southeastern Ohio) who have reached age 21. The Plan is a
qualified trust under Sections 401(a) and 401(k) of the Internal
Revenue Code. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The
Trustee of the Plan is The Peoples Banking and Trust Company.
See the Summary Plan Description for a more complete description
of the Plan.
B. Contributions:
Participants may elect to contribute up to 15% of their base
pay as a pretax contribution and an additional 10% of their base
pay as an aftertax contribution. Base pay includes bonuses,
overtime, commission and incentive pay. Peoples Bancorp Inc. or
its subsidiary (the Corporation) will match 50% of an employee's
contribution, up to a maximum of 3% of the employee's base pay.
Employer contributions were as follows for the years ended
December 31:
<TABLE>
1993 1992 1991
<S> <C> <C> <C>
The Peoples Banking and
Trust Company $66,306 $54,913 $43,208
The First National Bank
of Southeastern Ohio 7,152 10,340 6,455
Total $73,458 $65,253 $49,663
</TABLE>
C. Allocation Provisions:
Each participant may designate, in 5% increments, the
investment of contributions into the following funds:
1. A common stock fund, The Peoples Stock Fund EB of the
Special Investment Funds of The Peoples Banking and Trust
Company.
2. A fixed income fund which consists of investments in deposit
instruments of The Peoples Banking and Trust Company.
3. A fund of common stock of Peoples Bancorp Inc. as purchased
in the open market.
4. A special stock fund, The Peoples Special Stock Fund of the
Special Investment Funds of The Peoples Banking and Trust
Company.
The Plan also allows participants to borrow specified amounts
from their vested balances.
D. Vesting:
Participants are immediately fully vested in their voluntary
contributions, the employer's matching contributions, and actual
earnings thereon.
E. Payment of Account Balances:
Upon retirement, benefits are generally paid in the form of a
qualified joint and survivorship annuity for a married
participant. If a married employee dies while a participant of
the Plan, the employee's spouse would receive a qualified
preretirement annuity equal to one-half of the deceased
participant's vested balance; the remaining one-half will be
distributed in a lump-sum payment. If a participant effectively
waives the above distribution requirements, the participant may
elect to receive either a lump-sum amount equal to the value of
his or her account, or a series of substantially equal payments
over a period not to exceed the greater of (a) the participant's
life expectancy or (b) the joint and last survivor life
expectancy of the participant and his designated beneficiary.
2. Summary of Accounting Policies:
Investment in Peoples Bancorp Inc. common stock is carried at
quoted market prices.
The investment in the common stock fund is an investment in The
Peoples Stock Fund EB of the Special Investment Funds of The
Peoples Banking and Trust Company. The assets of the Fund are
primarily composed of money market securities and stocks that
are traded on national exchanges. The investment in the Fund is
valued at the Plan's proportionate share of net assets of the
Fund as of the most recent valuation date.
The investment in the special stock fund is an investment in
The Peoples Special Stock Fund of the Special Investment Funds
of The Peoples Banking and Trust Company. The assets of the
Fund are primarily composed of money market securities, small
company stocks and common stock mutual funds. The investment in
the Fund is valued at the Plan's proportionate share of net
assets of the Fund as of the most recent valuation date.
Dividends and interest received from investments are recorded
as earned on an accrual basis.
The Plan presents in the statement of changes in plan equity
the net appreciation (depreciation) in the fair value of its
investments, which consists of the realized gains or losses and
the unrealized appreciation (depreciation) on those investments.
3. Investments:
Investments held by the Plan at December 31, 1993 and 1992 are
summarized as follows:
<TABLE>
1993 1992
Fair Fair
Cost Value Cost Value
<S> <C> <C> <C> <C>
Peoples Stock Fund EB -
The Peoples Banking
and Trust Company,
9,083 and 7,726
units, respectively $339,491 $448,589 $274,972 $344,850
The Peoples Banking and
Trust Company Certif-
icates of Deposits,
various maturities
and interest rates 333,300 333,300 353,600 353,600
Peoples Bancorp Inc.,
common, 43,130 and
34,786 shares,
respectively 1,068,002 1,800,678 843,535 1,356,697
Peoples Special Stock
Fund, The Peoples
Banking and Trust
Company, 1,535 and
-0- units,
respectively 39,399 44,523 0 0
Total $1,780,192 $2,627,090 $1,472,107 $2,055,147
</TABLE>
The number of employees in each of the above investment programs as of
December 31, 1993 are as follows:
Peoples Stock Fund EB 98
Peoples CD's 82
Peoples Bancorp Inc., common stock 201
Peoples Special Stock Fund 37
The net appreciation in fair market value of each significant
class of investments for the years ended December 31, 1993, 1992
and 1991 are as follows:
<TABLE>
1993 1992 1991
<S> <C> <C> <C>
Peoples Stock Fund EB $38,931 $10,938 $47,511
Peoples Bancorp Inc.,
common stock 234,300 377,090 96,248
Peoples Special Stock Fund 5,242
Net appreciation $278,473 $388,028 $143,759
</TABLE>
During 1993, the Plan sold investments for $37,244 which had a
cost of $22,383.
4. Plan Termination:
Although it has not expressed any intent to do so, Peoples
Bancorp Inc. has the right under the Plan to discontinue its
contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
5. Tax Status:
The Internal Revenue Service issued a determination letter July
20, 1987 stating that the Plan constitutes a qualified trust
under Sections 401(a) and 401(k) of the Internal Revenue Code
and is therefore exempt from federal income taxes under the
provisions of Section 501(a).
6. Payment of Expenses:
The Company elected all the administrative expenses and
investment costs of the Plan. Should the Company elect not to
pay all or part of such expenses, the Trustee then pays these
expenses from the Plan.
<TABLE>
<CAPTION>
COMBINING STATEMENT OF FINANCIAL CONDITION, December 31, 1993
Peoples
Stock Certificate of Bancorp Inc., Special Stock Holding
PLAN ASSETS Fund EB Deposit Fund Stock Fund Fund Account Total
<S> <C> <C> <C> <C> <C> <C>
Investments $448,589 $333,300 $1,800,678 $44,523 $2,627,090
Interest and dividends
receivable 1,852 2,950 11,891 16,693
Cash, non-interest
bearing 22 59 77 79 $14,548 14,785
Cash, interest-bearing 16,300 3,500 300 3,000 200 23,300
Contribution receivable 3,480 1,355 9,326 1,347 (14,748) 760
Loans receivable from
participants 59,346 59,346
Total assets $470,243 $341,164 $1,822,272 $48,949 $59,346 $2,741,974
LIABILITIES AND PLAN EQUITY
Excess contributions
payable $612 $144 $2,478 $937 $4,171
Plan equity 469,631 341,020 1,819,794 48,012 $59,346 2,737,803
Total
liabilities
and plan
equity $470,243 $341,164 $1,822,272 $48,949 $59,346 $2,741,974
</TABLE>
<TABLE>
<CAPTION>
COMBINING STATEMENT OF FINANCIAL CONDITION, December 31, 1992
Peoples
Stock Certificate of Bancorp Inc., Holding
PLAN ASSETS Fund EB Deposit Fund Stock Fund Account Total
<S> <C> <C> <C> <C> <C>
Investments $344,850 $353,600 $1,356,697 $2,055,147
Interest and dividends
receivable 1,121 3,327 8,953 13,401
Cash, non-interest-bearing 72 91 90 $32 285
Cash, interest-bearing 7,700 8,300 2,600 600 19,200
Contribution receivable 2,888 2,235 7,644 (632) 12,135
Loans receivable from
participants 37,663 37,663
Total assets $356,631 $367,553 $1,375,984 $37,663 $2,137,831
LIABILITIES AND PLAN EQUITY
Excess contributions payable $3,168 $2,748 $7,224 $13,140
Plan equity 353,463 364,805 1,368,760 $37,663 2,124,691
Total liabilities
and plan equity $356,631 $367,553 $1,375,984 $37,663 $2,137,831
</TABLE>
COMBINING STATEMENT OF CHANGES IN PLAN EQUITY
for the year ended December 31, 1993
<TABLE>
<CAPTION>
Peoples
Stock Certificate of Bancorp Inc., Special Holding
Fund EB Deposit Fund Stock Fund Stock Fund Account Total
<S> <C> <C> <C> <C> <C> <C>
Investment income:
Dividend $8,627 $42,914 $282 $51,823
Interest 1,113 $22,052 211 269 $4,489 28,134
Subtotal 9,740 22,052 43,125 551 4,489 79,957
Net appreciation in fair value
of investments 38,931 234,300 5,242 278,473
Contributions and deposits:
Participating employees 59,236 26,410 167,978 24,107 277,731
Participating employer 14,037 6,924 47,557 4,940 73,458
Subtotal 73,273 33,334 215,535 29,047 351,189
Withdrawals and forfeitures (18,616) (20,257) (49,153) (7,112) (1,369) (96,507)
Transfers 12,840 (58,914) 7,227 20,284 18,563
Net increase in plan equity 116,168 (23,785) 451,034 48,012 21,683 613,112
Plan equity at beginning of year 353,463 364,805 1,368,760 37,663 2,124,691
Plan equity at end
of year $469,631 $341,020 $1,819,794 $48,012 $59,346 $2,737,803
</TABLE>
<TABLE>
<CAPTION>
COMBINING STATEMENT OF CHANGES IN PLAN EQUITY
for the year ended December 31, 1992
Peoples
Stock Certificate of Bancorp Inc., Holding
Fund EB Deposit Fund Stock Fund Account Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend $10,121 $34,076 $44,197
Interest $22,812 $144 22,956
Subtotal 10,121 22,812 34,076 144 67,153
Net appreciation in fair
value of investments 10,938 377,090 388,028
Contributions and deposits:
Participating employees 52,310 74,063 142,412 268,785
Participating employer 12,643 11,926 40,684 65,253
Subtotal 64,953 85,989 183,096 334,038
Withdrawals and forfeitures (9,230) (23,583) (25,786) (627) (59,226)
Transfers (13,183) (8,769) 967 20,985
Net increase in plan equity 63,599 76,449 569,443 20,502 729,993
Plan equity at beginning
of year 289,864 288,356 799,317 17,161 1,394,698
Plan equity at end of year $353,463 $364,805 $1,368,760 $37,663 $2,124,691
</TABLE>
<TABLE>
<CAPTION>
COMBINING STATEMENT OF CHANGES IN PLAN EQUITY
for the year ended December 31, 1991
Peoples
Stock Certificate of Bancorp Inc., Holding
Fund EB Deposit Fund Stock Fund Account Total
<S> <C> <C> <C> <C> <C>
Investment income:
Dividend $7,429 $26,334 $33,763
Interest $19,193 $1,190 20,383
Subtotal 7,429 19,193 26,334 1,190 54,146
Net appreciation in fair
value of investments 47,511 96,248 143,759
Contributions and deposits:
Participating employees 58,790 46,789 140,840 246,419
Participating employer 9,965 9,680 30,018 49,663
Subtotal 68,755 56,469 170,858 296,082
Withdrawals and forfeitures (7,045) (22,231) (31,422) (60,698)
Transfers (2,513) 1,467 (6,932) 7,978
Net increase in plan equity 114,137 54,898 255,086 9,168 433,289
Plan equity at beginning
of year 175,727 233,458 544,231 7,993 961,409
Plan equity at end of year $289,864 $288,356 $799,317 $17,161 $1,394,698
</TABLE>
<TABLE>
<CAPTION>
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
December 31, 1993
Cost Market
<S> <C> <C>
Certificates of Deposit, The Peoples
Banking and Trust Company:
6.90% due 02/25/94 $22,000 $22,000
7.40% due 04/08/94 14,500 14,500
7.20% due 05/06/94 12,000 12,000
7.00% due 06/05/94 18,200 18,200
7.40% due 07/05/94 17,000 17,000
7.00% due 07/26/94 15,400 15,400
7.00% due 08/26/94 25,400 25,400
6.85% due 09/10/94 22,200 22,200
7.00% due 10/02/96 16,100 16,100
7.15% due 11/04/96 11,900 11,900
6.75% due 12/12/96 34,700 34,700
6.00% due 02/26/97 47,500 47,500
6.25% due 05/05/97 20,000 20,000
6.35% due 06/05/97 10,000 10,000
6.35% due 07/18/97 15,900 15,900
5.60% due 06/14/98 15,700 15,700
5.35% due 10/19/98 1,800 1,800
5.60% due 12/14/98 13,000 13,000
Subtotal 333,300 333,300
Peoples Bancorp Inc., common stock 1,068,002 1,800,678
Peoples Stock Fund EB 339,491 448,589
Peoples Special Stock Fund 39,399 44,523
Loans to participants,
varied terms through 1998,
varied interest rates from
8% - 10% 59,346 59,346
Total $1,839,538 $2,686,436
</TABLE>
<TABLE>
<CAPTION>
ITEM 27 (d) - SCHEDULE OF REPORTABLE TRANSACTIONS
for the year ended December 31, 1993
Par Value
of Number Par Value of Gain
Description of Shares Amount of Number of Amount (Loss)
of Assets Purchased Purchases Shares Sold of Sales on Sale
<S> <C> <C> <C> <C> <C>
The Peoples Banking
and Trust Company,
certificates of
deposit $75,400 $75,400 $95,700 $95,700
Peoples Bancorp Inc.,
common stock 5,530 244,809 845 34,838 $14,742
Fidelity U.S. Treasury
Income Portfolio Fund 974,500 974,500 970,400 970,400
</TABLE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registration
Statement of Peoples Bancorp Inc. on Form S-8 (File No. 33-1803)
covering the Peoples Bancorp Inc. Retirement Savings Plan of our
report dated April 1, 1994 on our audit of the financial
statements of Peoples Bancorp Inc. Retirement Savings Plan as of
December 31, 1993 and 1992 and for the years ended December 31,
1993, 1992, and 1991, which report is included in this Annual
Report on Form 11-K.
COOPERS & LYBRAND
Coopers & Lybrand
Columbus, Ohio
April 28, 1994
