PEOPLES BANCORP INC
11-K, 1998-06-10
STATE COMMERCIAL BANKS
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PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
MARIETTA, OHIO
FINANCIAL STATEMENTS
DECEMBER 31, 1997


                     INDEPENDENT AUDITORS' REPORT


To the Plan Administrative Committee
Peoples Bancorp Inc. Retirement Savings Plan
Marietta, Ohio


          We  have  audited the accompanying statements of net  assets
available  for benefits with fund information of Peoples Bancorp  Inc.
Retirement  Savings Plan as of December 31, 1997  and  1996,  and  the
related  statements  of changes in net assets available  for  benefits
with  fund  information  for the years then  ended.   These  financial
statements  are  the  responsibility of the  Plan's  management.   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 net assets available for
benefits  with  fund  information of Peoples Bancorp  Inc.  Retirement
Savings Plan as of December 31, 1997 and 1996, and the changes in  net
assets available for benefits with fund information for the years then
ended in conformity with generally accepted accounting principles.

          Our  audits  were conducted for the purpose  of  forming  an
opinion  on  the  basic financial statements taken as  a  whole.   The
supplemental information included in Schedule G - Financial  Schedules
(IRS  Form  5500) is presented for the purpose of additional  analysis
and  is  not a required part of the basic financial statements but  is
supplementary information required by the Department of Labor's  Rules
and  Regulations  for  Reporting  and Disclosure  under  the  Employee
Retirement  Income Security Act of 1974. The supplemental  information
has been subjected to the auditing procedures applied in the audits of
the  basic financial statements and, in our opinion, is fairly  stated
in all material respects in relation to the basic financial statements
taken as a whole.


                            /s/ HARMAN, THOMPSON, MALLORY & ICE, A.C.
                            Harman, Thompson, Mallory & Ice, A.C.
                            Certified Public Accountants

Parkersburg, West Virginia
March 30, 1998


<TABLE>

PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

DECEMBER 31, 1997

STATEMENT I

                                                                         ====================
                                                                          DECEMBER 31, 1997

                                                                         PARTICIPANT DIRECTED                                   
                                                                         ====================
<CAPTION>
                                                   PEOPLES       PEOPLES      PEOPLES
                                        PEOPLES  CERTIFICATES  BANCORP INC.   SPECIAL              VANGUARD  
                                        EQUITY    OF DEPOSIT   COMMON STOCK    STOCK     ACORN      500        
                                         FUND        FUND         FUND         FUND       FUND      FUND       OTHER       TOTAL
<S>                                  <C>          <C>         <C>           <C>        <C>        <C>        <C>        <C>

ASSETS
  Money Market Funds 
    Fidelity U. S. Treasury Income
     Portfolio Fund                  $    6,200   $  3,300    $   10,900    $  5,900   $ 32,400   $  8,000   $  1,600   $   68,300
  Investments, at Fair Value
    Peoples Certificates of Deposit                396,604                                                                 396,604
    Shares of Common/Collective Trusts:
      Peoples Stock Fund EB           1,288,466                                                                          1,288,466 
      Peoples Special Stock Fund EB                                          416,480                                       416,480 
    Shares of Registered Investment Companies:
      Acorn Fund                                                                        334,943                            334,943 
      Vanguard 500 Fund                                                                            459,462                 459,462 
    Peoples Bancorp Inc. Common Stock                          5,420,027                                                 5,420,027 
    Participant Loans Receivable                                                                              143,618      143,618
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  
        TOTAL INVESTMENTS            $1,294,666   $399,904    $5,430,927    $422,380   $367,343   $467,462   $145,218   $8,527,900 
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  

  Cash, Non-Interest Bearing         $       48   $    487    $       92    $     95   $     23   $     83   $     46   $      874 
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  
  Receivables:
    Employer's Contribution          $      414   $    186    $    1,811    $    288   $    380   $    399   $      0   $    3,478 
    Participants' Contribution            1,924        692         7,525       1,564      1,887      1,904          0       15,496 
    Interest and Dividends                4,988      3,082        24,667       3,065         46         13        533       36,394 
    Interfund Transfers Pending             305         72         1,154         116        222        189     (2,058)           0 
                                     ----------   --------    ----------    --------   --------   --------   --------   ---------- 
        TOTAL RECEIVABLES            $    7,631   $  4,032    $   35,157    $  5,033   $  2,535   $  2,505   $ (1,525)  $   55,368 
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  

TOTAL ASSETS                         $1,302,345   $404,423    $5,466,176    $427,508   $369,901   $470,050   $143,739   $8,584,142
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  

LIABILITIES
  Excess Contribution Payable        $    1,666   $    144    $   10,502    $    271   $    176   $    143   $  1,304   $   14,206 
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  

TOTAL LIABILITIES                    $    1,666   $    144    $   10,502    $    271   $    176   $    143   $  1,304   $   14,206 
                                     ----------   --------    ----------    --------   --------   --------   --------   ----------  

NET ASSETS AVAILABLE FOR BENEFITS    $1,300,679   $404,279    $5,455,674    $427,237   $369,725   $469,907   $142,435   $8,569,936 
                                     ==========   ========    ==========    ========   ========   ========   ========   ==========


The accompanying notes are an integral part of these financial statements.


</TABLE>


<TABLE>

PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

DECEMBER 31, 1996

STATEMENT II

                                                                         ====================
                                                                          DECEMBER 31, 1996

                                                                         PARTICIPANT DIRECTED 
                                                                         ====================
<CAPTION>
                                                   PEOPLES       PEOPLES      PEOPLES
                                        PEOPLES  CERTIFICATES  BANCORP INC.   SPECIAL              VANGUARD  
                                        EQUITY    OF DEPOSIT   COMMON STOCK    STOCK     ACORN      500        
                                         FUND        FUND         FUND         FUND       FUND      FUND       OTHER       TOTAL   
<S>                                    <C>        <C>         <C>           <C>        <C>        <C>        <C>        <C>
ASSETS
  Money Market Funds
    Fidelity U. S. Treasury Income
     Portfolio Fund                    $  7,000   $  5,700    $   10,300    $  4,900   $ 24,700   $  6,400   $  9,800   $   68,800
  Investments, at Fair Value
    Peoples Certificates of Deposit                346,804                                                                 346,804 
    Shares of Common/Collective Trusts:
      Peoples Stock Fund EB             907,985                                                                            907,985
      Peoples Special Stock Fund EB                                          329,366                                       329,366 
    Shares of Registered Investment Companies:
      Acorn Fund                                                                        247,838                            247,838
      Vanguard 500 Fund                                                                            292,442                 292,442
    Peoples Bancorp Inc. Common Stock                          3,214,689                                                 3,214,689
    Participant Loans Receivable                                                                              145,955      145,955
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
        TOTAL INVESTMENTS              $914,985   $352,504    $3,224,989    $334,266   $272,538   $298,842   $155,755   $5,553,879 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

  Cash, Non-Interest Bearing           $     95   $    398    $       60    $     30   $     42   $      1   $      4   $      630 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
  Receivables:		
    Employer's Contribution            $    544   $    233    $    1,652    $    337   $    376   $    363   $          $    3,505 
    Participants' Contribution            2,111        779         5,815       1,313      1,676      1,759                  13,453 
    Interest and Dividends                4,292      2,345        20,619       4,259         72         19        483       32,089 
    Interfund Transfers Pending             733        214         2,721         303        758      5,272    (10,001)           0
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
        TOTAL RECEIVABLES              $  7,680   $  3,571    $   30,807    $  6,212   $  2,882   $  7,413   $ (9,518)  $   49,047 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

TOTAL ASSETS                           $922,760   $356,473    $3,255,856    $340,508   $275,462   $306,256   $146,241   $5,603,556
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

LIABILITIES
  Excess Contribution Payable          $          $           $             $          $          $          $  1,304   $    1,304
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

TOTAL LIABILITIES                      $      0   $      0    $        0    $      0   $      0   $      0   $  1,304   $    1,304
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

NET ASSETS AVAILABLE FOR BENEFITS      $922,760   $356,473    $3,255,856    $340,508   $275,462   $306,256   $144,937   $5,602,252
                                       ========   ========    ==========    ========   ========   ========   ========   ==========


The accompanying notes are an integral part of these financial statements.

</TABLE>


<TABLE>

PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

DECEMBER 31, 1997

STATEMENT III

                                                                         ====================
                                                                          DECEMBER 31, 1997

                                                                         PARTICIPANT DIRECTED                                    
                                                                         ====================
<CAPTION>
                                                   PEOPLES       PEOPLES      PEOPLES
                                        PEOPLES  CERTIFICATES  BANCORP INC.   SPECIAL             VANGUARD  
                                        EQUITY    OF DEPOSIT   COMMON STOCK    STOCK     ACORN      500        
                                         FUND        FUND         FUND         FUND       FUND      FUND       OTHER       TOTAL   

<S>                                    <C>        <C>         <C>           <C>        <C>        <C>        <C>        <C>
ADDITIONS
Additions to Net Assets Attributed To:
  Investment Income:
    Net Appreciation (Depreciation)
      in Fair Value of Investments     $317,016   $           $1,886,677    $ 46,760   $ 37,584   $ 97,549   $          $2,385,586
    Interest                                457     21,608           873         251        196        122     14,990       38,497 
    Dividends                            21,250                   90,593       7,175     34,544      9,433                 162,995 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      TOTAL INVESTMENT INCOME          $338,723   $ 21,608    $1,978,143    $ 54,186   $ 72,324   $107,104  $  14,990   $2,587,078 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

Contributions:
  Participants'                        $ 52,454   $ 18,513    $  177,869    $ 40,322   $ 56,163   $ 55,801   $          $  401,122 
  Employer's                             11,144      4,988        43,778       7,591     10,498     10,364                  88,363
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      TOTAL CONTRIBUTIONS              $ 63,598   $ 23,501    $  221,647    $ 47,913   $ 66,661   $ 66,165   $      0   $  489,485 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

TOTAL ADDITIONS                        $402,321   $ 45,109    $2,199,790    $102,099   $138,895   $173,269   $ 14,990   $3,076,563 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

DEDUCTIONS
Deductions from Net Assets Attributed To: 
  Benefits Paid to Participants        $ 12,364   $  1,944    $   44,713    $  6,894   $ 20,559   $ 22,405   $          $  108,879 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
                                                                                                   
TOTAL DEDUCTIONS                       $ 12,364   $  1,944    $   44,713    $  6,894   $ 20,559   $ 22,405   $      0   $  108,879
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

Net Increase Prior to Interfund
  Transfers                            $389,957   $ 43,165    $2,155,077    $ 95,205   $118,426   $150,864   $ 14,990   $2,967,684
Interfund Transfers                     (12,038)     4,641        44,741      (8,476)   (24,163)    12,787    (17,492)           0 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      NET INCREASE (DECREASE)          $377,919   $ 47,806    $2,199,818    $ 86,729   $ 94,263   $163,651   $ (2,502)  $2,967,684 

NET ASSETS AVAILABLE FOR BENEFITS 
  Beginning of Year                     922,760    356,473     3,255,856     340,508    275,462    306,256    144,937    5,602,252 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
END OF YEAR                          $1,300,679   $404,279    $5,455,674    $427,237   $369,725   $469,907   $142,435   $8,569,936 
                                      =========   ========    ==========    ========   ========   ========   ========   ==========


The accompanying notes are an integral part of these financial statements.

</TABLE>


<TABLE>

PEOPLES BANCORP INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION

DECEMBER 31, 1996

STATEMENT IV


                                                                         ====================
                                                                          DECEMBER 31, 1996

                                                                         PARTICIPANT DIRECTED                                   
                                                                         ====================
<CAPTION>
                                                    PEOPLES      PEOPLES      PEOPLES
                                        PEOPLES  CERTIFICATES  BANCORP INC.   SPECIAL             VANGUARD  
                                        EQUITY    OF DEPOSIT   COMMON STOCK    STOCK     ACORN      500        
                                         FUND        FUND         FUND         FUND       FUND      FUND       OTHER       TOTAL   

<S>                                    <C>        <C>         <C>           <C>        <C>        <C>        <C>        <C>
ADDITIONS
Additions to Net Assets Attributed To:
  Investment Income:
    Net Appreciation (Depreciation)
      in Fair Value of Investments     $148,766   $           $  606,012    $ 44,369   $   (987)  $ 28,529   $          $  826,689
    Interest                                833     20,598           926         251        420        492     13,761       37,281 
    Dividends                            17,542                   78,689       5,912     23,545      5,265                 130,953
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      TOTAL INVESTMENT INCOME          $167,141   $ 20,598    $  685,627    $ 50,532   $ 22,978   $ 34,286   $ 13,761   $  994,923 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

Contributions:
  Participants'                        $ 67,873   $ 32,742    $  175,230    $ 37,977   $102,268   $ 88,567   $          $  504,657 
  Employer's                             12,693      5,426        38,210       6,572      7,898      7,875                  78,674 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      TOTAL CONTRIBUTIONS              $ 80,566   $ 38,168    $  213,440    $ 44,549   $110,166   $ 96,442   $      0   $  583,331 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

TOTAL ADDITIONS                        $247,707   $ 58,766    $  899,067    $ 95,081   $133,144   $130,728   $ 13,761   $1,578,254
                                       --------   --------    ----------    --------   --------   --------   --------   ----------

DEDUCTIONS
Deductions from Net Assets Attributed To: 
  Benefits Paid to Participants        $ 21,071   $ 21,103    $   94,893    $  3,466   $  1,744   $  7,960   $  3,808   $  154,045
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
TOTAL DEDUCTIONS                       $ 21,071   $ 21,103    $   94,893    $  3,466   $  1,744   $  7,960   $  3,808   $  154,045
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
Net Increase Prior to Interfund
  Transfers                            $226,636   $ 37,663    $  804,174    $ 91,615   $131,400   $122,768   $  9,953   $1,424,209
Interfund Transfers                      20,293    (34,344)     (288,242)     28,371    101,138    130,782     42,002            0
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
      NET INCREASE (DECREASE)          $246,929   $  3,319    $  515,932    $119,986   $232,538   $253,550   $ 51,955   $1,424,209 

NET ASSETS AVAILABLE FOR BENEFITS 
  Beginning of Year                     675,831    353,154     2,739,924     220,522     42,924     52,706     92,982    4,178,043 
                                       --------   --------    ----------    --------   --------   --------   --------   ----------
END OF YEAR                            $922,760   $356,473    $3,255,856    $340,508   $275,462   $306,256   $144,937   $5,602,252 
                                       ========   ========    ==========    ========   ========   ========   ========   ==========


The accompanying notes are an integral part of these financial statements.

</TABLE>


                         PEOPLES BANCORP INC.
                        RETIREMENT SAVINGS PLAN
                    NOTES TO FINANCIAL STATEMENTS

NOTE 1:   DESCRIPTION OF PLAN
=============================

          The  following  brief  description of Peoples  Bancorp  Inc.
Retirement  Savings Plan (the Plan) provides only general information.
Participants  should refer to the Plan agreement for a  more  complete
description of the Plan's provisions.

General
- -------
          The   Plan   is   a   defined  contribution  plan   covering
substantially  all  employees  of  Peoples  Bancorp   Inc.   and   its
Subsidiaries  (The  Peoples  Banking  and  Trust  Company,  The  First
National  Bank  of Southeastern Ohio, and The Russell Federal  Savings
Bank).  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  ERISA.   The Trustee of the Plan is The Peoples Banking and  Trust
Company.

Eligibility
- -----------
          Employees  are eligible to participate in the Plan  if  they
work 1,000 hours or more during the year, beginning the first calendar
quarter  after employment full time or upon reaching 1,000 hours  part
time.  Employees may join the Plan on any calendar quarter January  1,
April 1, July 1, or October 1.

Contributions
- -------------
          Participants  may elect to contribute up to  15%  of  pretax
annual  compensation  and  an  additional  10%  of  after  tax  annual
compensation.    Participants  may  also  directly  rollover   amounts
representing  distributions from other qualified plans.  In  addition,
Peoples  Bancorp  Inc.  or  its  Subsidiaries  will  make  a  matching
contribution  on the employee's behalf.  The amount of  this  matching
contribution will be determined each year by the Employer's  Board  of
Directors.  For 1997 and 1996, the Employer's matching was 50% of  the
employee's  contribution, up to a maximum  of  3%  of  the  employee's
annual compensation.

Participant Accounts
- --------------------
          Each   participant's   account   is   credited   with    the
participant's contribution and allocations of the Employer's  matching
contribution   and   Plan   earnings.   Allocations   are   based   on
participants' earnings or account balances, as defined.   The  benefit
to which a participant is entitled is the benefit that can be provided
from the participant's account.

Vesting
- -------
          Participants are immediately fully vested in their voluntary
contributions,  the  Employer's  matching  contributions,  and  actual
earnings thereon.

Investment Options
- ------------------
          Upon  enrollment  in  the  Plan, a  participant  may  direct
contributions into any of six investment options.

       -  The Peoples Equity Fund is  a common  stock fund
          which consists of a diversified portfolio of high-
          quality common stocks.
        
       -  The  Peoples  Certificate  of Deposit Fund is a
          fixed income fund which consists of investments
          in deposit instruments of The Peoples Banking and
          Trust Company.

       -  The   Peoples  Bancorp  Inc. Stock  Fund  consists
          of common shares of  Peoples Bancorp Inc.  If the
          participant invests in common shares of the Employer,
          the participant is entitled  to  vote  proxies
          representing Employer common shares equal to the
          number of whole common shares in the participant's
          account and, when entitled  to a distribution, may
          elect to  receive common shares instead of cash.

       -  The  Peoples  Special  Stock Fund is a common stock
          fund which consists of a diversified  portfolio  of
          small company common stocks and common stock mutual
          funds.

       -  The Acorn Fund is a common stock  fund  managed by
          Wanger Asset Management, L.P. which consists of a
          diversified portfolio of common stocks of small and
          medium sized companies in the United States and
          overseas.

        - The Vanguard S&P 500 Index Fund is a common stock
          fund managed by the Vanguard Group  of  Investment
          Companies which consists of a diversified portfolio
          of common stocks of large companies in the United
          States.

Participants may change their investment options quarterly.

Participant Loans Receivable
- ----------------------------
          Participants  may apply for a loan from their account  under
the  Plan.  Certain legal restrictions impose limits on the amount  of
the  loan and repayment terms.  The minimum loan amount is $1,000  and
the  maximum  loan  amount is $50,000.  The  specific  limit  for  any
participant is 50% of their account balance.  If a participant has  an
existing loan at the time of application, the $50,000 limit is reduced
by  the highest outstanding balance of the participant's loan over the
previous twelve-month period or the total of all outstanding loans the
day the new loan is granted. Generally, the participant's loan must be
repaid  within five years, unless the proceeds are used to purchase  a
principal residence.
                                   
Payment of Benefits
- -------------------
          The  participant's benefit will equal the sum of the  salary
deferral,  the  voluntary  nondeductible  contribution,  the  rollover
contribution, and the Employer's matching contribution plus net income
and  net  losses  resulting from the investment of  these  amounts  as
valued on the valuation date as defined.  Payment of such amounts upon
termination  of  employment  may  be deferred  until  the  participant
reaches  normal  retirement,  becomes eligible  for  early  retirement
benefits, terminates employment prior to retirement, becomes disabled,
or  dies.  If the benefit is $3,500 or less, the benefit will be  paid
in a lump-sum payment.  If the benefit exceeds $3,500, the participant
may  elect  to have benefits paid in a lump-sum payment  or  in  equal
installments over a fixed period of time not to exceed ten years.

          If  a  participant dies without a surviving  spouse,  either
before  or  after  retirement, but before a complete  distribution  of
their accounts, then the full value of the participant's accounts will
be  paid  to a designated beneficiary.  If a participant dies  with  a
surviving  spouse,  either before or after retirement,  but  before  a
complete  distribution of their accounts, then the full value  of  the
participant's accounts will be paid to the surviving spouse.


NOTE 2:   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
====================================================

Basis of Accounting
- -------------------
          The  financial statements of the Plan are prepared using the
accrual method of accounting.

Estimates
- ---------
          The  preparation of financial statements in conformity  with
generally   accepted   accounting   principles   requires   the   plan
administrator  to make estimates and assumptions that  affect  certain
reported  amounts  and disclosures.  Accordingly, actual  results  may
differ from those estimates.

Investment Valuation and Income Recognition
- -------------------------------------------
          Shares  of the common/collective trusts, Peoples Stock  Fund
EB  and  Peoples  Special  Stock Fund EB, are  valued  at  the  Plan's
proportionate  share of net shares of the fund as of the  most  recent
valuation date.

          Shares  of  the registered investment companies, Acorn  Fund
and  Vanguard  500  Fund,  are valued at quoted  market  prices  which
represent the net asset value of shares held by the Plan at year end.

          Investment  in Peoples Bancorp Inc. common stock is  carried
at quoted market prices.

Investment Valuation and Income Recognition  (Continued)
- --------------------------------------------------------
          The  investment  in  The Peoples Banking and  Trust  Company
certificates of deposit and the participant loans are recorded at cost
which approximates fair market value.

          Dividends   and  interest  received  from  investments   are
recorded as earned on an accrual basis.

          The  Plan presents in the Statement of Changes in Net Assets
Available for Benefits 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.

Payment of Benefits
- -------------------
          Benefits are recorded when paid.


NOTE 3:   INVESTMENTS
=====================

          The Plan's investments are held by a bank-administered trust
fund.   The  following table presents the fair values of  investments.
Investments  that represent 5% or more of the Plan's  net  assets  are
identified with an asterisk.

                                              DECEMBER 31,
                                     1997                   1996
                            ----------------------------------------------
                                UNITS    FAIR VALUE     UNITS   FAIR VALUE
INVESTMENTS AT FAIR VALUE AS
DETERMINED BY QUOTED MARKET PRICE
  Fidelity U.S. Treasury
   Income Portfolio Fund         68,300  $   68,300      68,800  $  68,800
* Acorn Fund                 19,714.141     334,943  16,478.620    247,838
* Vanguard 500 Fund           5,101.162     459,462   4,228.481    292,442
* Peoples Bancorp Inc.
   Common Stock                 129,821   5,420,027     121,309  3,214,689
                                         ----------             ----------
                                         $6,282,732             $3,823,769

INVESTMENTS AT ESTIMATED
 FAIR VALUE
* Peoples Certificates of
   Deposit                      396,604    $396,604     346,804   $346,804
* Peoples Stock Fund EB          13,779   1,288,466      12,922    907,985
* Peoples Special Stock
   Fund EB                        9,904     416,480       8,845    329,366
Participants Loans Receivable   143,618     143,618     145,955    145,955
                                         ----------             ----------
                                         $2,245,168             $1,730,110
                                         ----------             ----------
TOTAL  INVESTMENTS                       $8,527,900             $5,553,879
                                         ==========             ==========  


         The  Plan  was  issued 11,101 shares of Peoples Bancorp  Inc.
common stock on July 1, 1996 for a 10% stock dividend.

         During  1997,  the Plan's investments (including  investments
bought,  sold, and held during the year) appreciated (depreciated)  in
value by $2,385,586 as follows:

         
                                                            1997
                                                        APPRECIATION
                                                       (DEPRECIATION)
CHANGES IN INVESTMENTS REPORTED AT FAIR
VALUE AS DETERMINED BY QUOTED PRICE
   Acorn Fund                                             $   37,584
   Vanguard 500 Fund                                          97,548
   Peoples Bancorp Inc. Common Stock                       1,886,677
                                                          ----------
                                                          $2,021,809
                                                          ----------
CHANGES IN INVESTMENTS REPORTED
AT ESTIMATED FAIR VALUE
   Peoples Stock Fund EB                                  $  317,017
   Peoples Special Fund EB                                    46,760
                                                           ---------
                                                           $ 363,777
                                                           ---------
NET CHANGE IN FAIR VALUE                                  $2,385,586
                                                          ==========

NOTE 4:  RELATED PARTY TRANSACTIONS
===================================

         Certain Plan investments such as certificates of deposit  and
shares  in  the  common/collective trusts are managed by  The  Peoples
Banking  and Trust Company, a subsidiary of Peoples Bancorp  Inc.  The
Peoples  Banking and Trust Company is also the trustee as  defined  by
the  Plan  and,  therefore, these transactions  qualify  as  party-in-
interest.


NOTE 5:  PAYMENT OF EXPENSES
============================

         The   Corporation  elected  to  pay  all  the  administrative
expenses  and  investment costs of the Plan.  Should  the  Corporation
elect  not to pay all or part of such expenses, the Trustee then  pays
these expenses from the Plan.


NOTE 6:  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.


NOTE 7:  TAX STATUS
===================

         The  Internal Revenue Service has determined and informed the
Corporation  by  letter  dated July 25, 1996, 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).  The Plan has not  been
amended   since   receiving  the  determination  letter.    The   plan
administrator  and the Plan's tax counsel believe  that  the  Plan  is
designed  and  is  currently being operated  in  compliance  with  the
applicable  requirements of the Internal Revenue Code.  Therefore,  no
provision  for income taxes has been included in the Plan's  financial
statements.


SUPPLEMENTAL INFORMATION
Form 5500 - Schedule G         

Department of the Treasury -- Internal Revenue Service
Department of Labor -- Pension and Welfare Benefits Administration

OMB No. 1210-0016
1997

Name of plan sponsor as shown on line 1a of Form 5500
        PEOPLES BANCORP INC.

Employer identification number
        31-0987416

Name of plan
        PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN

Three-digit plan number
        002

PART I
======
Schedule of Assets Held for Investment Purposes-See Form 5500, Item 27a.

                               Description of 
  Identity of               investment including
issue, borrower,           maturity date, rate of               
  lessor, or               interest, collateral,                   Current
 similar party             par or maturity value         Cost       Value
- -----------------------  ---------------------------  ----------  ----------
FIDELITY U.S. TREASURY   MONEY MARKET FUND
  INCOME PORTFOLIO FUND    68,300 SHARES              $   68,300  $   68,300

THE PEOPLES BANKING AND  CERTIFICATES OF DEPOSIT
  TRUST COMPANY            5.00% DUE 02/28/98             53,000      53,000
                           6.03% DUE 04/11/98             36,000      36,000
                           5.60% DUE 06/14/98             14,804      14,804
                           4.95% DUE 08/20/98             32,000      32,000
                           5.10% DUE 11/05/98             12,000      12,000
                           5.10% DUE 12/10/98             19,000      19,000
                           5.60% DUE 12/14/98             13,000      13,000
                           6.03% DUE 01/04/99             28,000      28,000
                           6.00% DUE 03/12/99             34,700      34,700
                           5.05% DUE 04/19/99             10,000      10,000
                           5.10% DUE 05/07/99             24,000      24,000
                           6.10% DUE 05/19/99             23,000      23,000
                           6.10% DUE 06/29/99             26,000      26,000
                           6.10% DUE 07/05/99             17,000      17,000
                           5.60% DUE 07/27/99             15,400      15,400
                           6.10% DUE 08/31/99             16,700      16,700
                           6.10% DUE 09/14/99             22,000      22,000
                          

PEOPLES STOCK FUND EB    COMMON/COLLECTIVE TRUST
                           13,799 SHARES                 652,756   1,288,466

PEOPLES SPECIAL STOCK    COMMON/COLLECTIVE TRUST
  FUND EB                  9,904 SHARES                  310,616     416,480

ACORN FUND               REGISTERED INVESTMENT
                           COMPANY
                           19,714.141 SHARES             306,170     334,943

VANGUARD 500 FUND        REGISTERED INVESTMENT
                           COMPANY
                           5,101.162 SHARES              336,771     459,462

PEOPLES BANCORP INC.     COMMON STOCK
                           129,821 SHARES              1,830,904   5,420,027

LOANS TO PARTICIPANTS    VARIED TERMS THROUGH 2002
                           VARIED INTEREST RATES
                           FROM 8.0% - 11.0%                   0     143,618
                                                      ----------  ----------
  TOTAL INVESTMENTS                                   $3,902,121  $8,459,600
                                                      ==========  ==========


PART II
=======
Schedule of Assets Held for Investment Purposes That Were Both Acquired
And Disposed of Within The Plan Year - See Form 5500, Items 27a.

        NONE


PART III
========
Schedule of Loans or Fixed Income Obligations - See Form 5500, Item 27b

        NONE


PART IV
=======
Schedule of Leases in Default or Classified as Uncollectible -
Form 5500, Item 27c.

        NONE


PART V
======
Schedule of Reportable Transactions - See Form 5500, Line 27d.

<TABLE>

<CAPTION>

                Description of
                asset (include                                    Expense               Current Value
 Identity of   interest rate and                                 incurred                of asset on
    party      maturity in case   Purchase    Selling   Lease      with       Cost of    transaction   Net gain
  involved        of a loan)        price      price    rental  transaction    asset        date       or (loss)
- -------------  -----------------  ---------  ---------  ------  -----------  ---------  -------------  ---------
<S>            <C>                <C>        <C>        <C>     <C>          <C>        <C>            <C>       
FIDELITY U.S.  MONEY MARKET FUND
 TREASURY
 INCOME        NUMBER OF
 PORTFOLIO      PURCHASES 278     1,526,200                         0                     1,526,200
 FUND          NUMBER OF
                SALES 167                    1,526,700              0        1,526,700    1,526,700        0

PEOPLES        COMMON STOCK
 BANCORP INC.
               NUMBER OF
                PURCHASES 20        360,810                         0                       360,810
               NUMBER OF
                SALES 4                         42,149              0           32,452       42,149       9,697


</TABLE>


PART VI
=======
Schedule of Nonexempt Transactions - See Form 5500, Item 27e.

        NONE

        
PART VII
========
Schedule of Nonexempt Transactions - See Form 5500, Item 27f.

        NONE



                         PEOPLES BANCORP INC.
                       RETIREMENT SAVINGS PLAN
                          DECEMBER 31, 1997


                          TABLE OF CONTENTS

                                                  STATEMENT      PAGE

Independent Auditors' Report                                      1

Statement of Net Assets Available for Benefits
  With Fund Information at December 31, 1997          I           2

Statement of Net Assets Available for Benefits
  With Fund Information at December 31, 1996          II          3

Statement of Changes in Net Assets Available for
  Benefits With Fund Information for the Year
  Ended December 31, 1997                             III         4

Statement of Changes in Net Assets Available for
  Benefits With Fund Information for the Year
  Ended December 31, 1996                             IV          5

Notes to Financial Statements                                    6-11


SUPPLEMENTAL INFORMATION
========================
Form 5500 - Schedule G                                          13-16



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