PEOPLES BANCORP INC
8-K, 1999-04-13
STATE COMMERCIAL BANKS
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                        SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C.  20549

                                     FORM 8-K

                                  CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of the 
                          Securities Exchange Act of 1934


                                  April 12, 1999                               
                ------------------------------------------------
                Date of Report (Date of earliest event reported)
                         

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


                                    0-16772             
                          -------------------------
                            Commission File Number


                     Ohio                               31-0987416            
- ----------------------------------------------      -----------------
(State or other jurisdiction of incorporation)      (I.R.S. Employer
                                                  Identification Number)

          138 Putnam Street
             P.O. Box 738, 
            Marietta, Ohio                          45750
- ----------------------------------------         ----------
(Address of principal executive offices)         (Zip Code)
 

           Registrant's telephone number, including area code:
                             (614) 373-3155



                     Not applicable
- -------------------------------------------------------------
(Former name or former address, if changed since last report)




Item 1.  Changes in Control of Registrant
	Not applicable.

Item 2.  Acquisition or Disposition of Assets
	Not applicable.

Item 3.  Bankruptcy or Receivership
	Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant		
	Not applicable.

Item 5.  Other Events
	On April 12, 1999, Peoples Bancorp Inc. announced earnings for
        the three months ended March 31, 1999. The release is included
        herewith as Exhibit 99.

Item 6.  Resignations of Registrant's Directors
	Not applicable.

Item 7.  Financial Statements and Exhibits
	(a) Non required
	(b) Non required
        (c) Exhibits.

          EXHIBIT NUMBER            DESCRIPTION
          --------------            -----------
               99                   News Release issued April 12, 1999

Item 8.  Change in Fiscal Year
	Not applicable.

Item 9.  Sales of Equity Securities Pursuant to Regulation S
	Not applicable.


                                SIGNATURES
                                ----------

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.



DATE:  April 12, 1999             PEOPLES BANCORP INC.
                                  Registrant



                              By: /s/ ROBERT E. EVANS
                                      Robert E. Evans
                                      President and Chief Executive Officer




                            INDEX TO EXHIBITS
                            -----------------

    Exhibit Number         Description                                Page
- --------------------       -----------------------------------    -----------
          99               News Release issued April 12, 1999          *


*Filed herewith




                                EXHIBIT 99
                                ----------

NEWS RELEASE
- ------------

FOR IMMEDIATE RELEASE           Contact:  John W. Conlon
- ---------------------                     Chief Financial Officer
April 12, 1999                            (740) 373-3155



        PEOPLES BANCORP ANNOUNCES INCREASED NET INCOME
__________________________________________________________________

              Earnings per share up 12.5% to $0.45

MARIETTA, Ohio - Fueled by improved net interest income and growth in
non-interest income, net of increases in non-interest expense, Peoples
Bancorp Inc. (Nasdaq: PEBO) today announced record net income for the
quarter ended March 31, 1999.	Diluted earnings per share reached $0.45
in the first quarter of 1999, up $0.05 (or 12.5%) compared to the same
period last year.  Cash basis earnings per share, which facilitates
comparison of the Company's financial results with competitors that make
acquisitions using pooling of interest accounting, were $0.53 for the first
quarter of 1999, up 17.8% from $0.45 in 1998's first quarter.  Net income
totaled $2,630,000 in the first quarter of 1999, an increase of $254,000 or
10.7% compared to 1998's first quarter net income of $2,376,000.

Net interest income grew $699,000 (or 8.7%) to $8,743,000 in the first
quarter of 1999 compared to the same period a year earlier. As a result of
continued strong asset quality, the Company's ratio of allowance for loan
losses to total loans improved to 1.72% at March 31, 1999, compared to 1.67%
at year-end 1998 while the provision for loan losses was reduced by $159,000
compared to the first quarter of  1998.

All major categories of non-interest income showed strong growth in the
first quarter.  Non-interest revenues increased 14.0% to $1,844,000 in the
first quarter of 1999 compared to 1998's first quarter.  Non-interest
expense totaled $6,236,000 in the first quarter of 1999, up 15.2% from the
same period a year earlier.  Non-interest income and non-interest expense
increased due primarily to an acquisition of multiple banking centers in
mid-1998.  This acquisition resulted in additional revenues from deposit
account service fees as well as increased costs for salaries and benefits,
and increased intangible amortization expense related to purchase accounting

Robert E. Evans, President and CEO, commented, "Peoples Bancorp's first
quarter performance reflects our commitment to increasing shareholder value
through enhanced earnings.  First quarter results indicate that our
diversified, integrated products and services are growing to meet the needs
of our expanding customer base."

Peoples Bancorp Inc. is a bank holding company headquartered in Marietta,
Ohio, with over $870 million in assets.  Peoples Bancorp operates 35
financial service locations in the states of Ohio, West Virginia, and
Kentucky.  Peoples Bancorp's banking subsidiaries include The Peoples
Banking and Trust Company with offices in Ohio and West Virginia; The First
National Bank of Southeastern Ohio with three Ohio offices; and Peoples Bank
FSB, with four Kentucky offices.  Through its subsidiaries, Peoples Bancorp
offers complete banking services and makes available other financial
services, such as trust services, and investment and insurance products.
Learn more about Peoples Bancorp at www.peoplesbancorp.com.


                                               Three Months Ended March 31,

SELECTED FINANCIAL DATA                            1999            1998

Net income                                     $2,630,000       $2,376,000
Basic earnings per share                           $ 0.46           $ 0.41
Diluted earnings per share                         $ 0.45           $ 0.40
Cash basis diluted earnings per share              $ 0.53           $ 0.45
Basic weighted average shares outstanding       5,741,466        5,746,684
Diluted weighted average shares outstanding     5,876,299        5,935,553
Return on average equity                           12.11%           11.94%
Cash basis return on average equity                18.99%           15.84%
Return on average assets                            1.21%            1.22%
Cash basis return on average assets                 1.45%            1.39%
Net interest margin (fully tax equivalent)          4.54%            4.60%



            PEOPLES BANCORP INC. CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)                                   March 31,      December 31,
                                                   1999             1998
ASSETS					
Cash and cash equivalents                       $  38,789       $    40,121
Available-for-sale investment securities,
  at estimated fair value                         223,118           235,569
Loans, net of unearned interest                   574,560           567,917
Allowance for loan losses                          (9,855)           (9,509)
     Net loans                                    564,705           558,408
Bank premises and equipment                        14,783            14,826
Other assets                                       30,515            31,360
- ----------------------------------------------------------------------------
          TOTAL ASSETS                          $ 871,910        $  880,284
============================================================================ 

LIABILITIES
Non-interest bearing deposits                   $  75,894        $   80,884
Interest bearing deposits                         631,100           633,284
     Total deposits                               706,994           714,168
Federal funds purchased, securities
  sold under repurchase agreements,
  and other short term borrowings                  31,296            32,514
Long-term borrowings                               40,507            40,664
Accrued expenses and other liabilities              6,353             6,924
- ---------------------------------------------------------------------------
          TOTAL LIABILITIES                       785,150           794,270
					

STOCKHOLDERS' EQUITY
Common stock, no par value (5,795,604
  shares issued and 5,733,980
  outstanding at March 31, 1999)                   50,814            50,807
Accumulated comprehensive income,
  net of deferred income taxes                      2,732             3,588
Retained earnings                                  35,262            33,441
Treasury stock, at cost (61,624
  shares at March 31, 1999)                        (2,048)           (1,822)
- ----------------------------------------------------------------------------
          TOTAL STOCKHOLDERS' EQUITY               86,760            86,014
- ----------------------------------------------------------------------------
          TOTAL LIABILITIES AND STOCKHOLDERS'
            EQUITY                              $ 871,910        $  880,284
============================================================================


             PEOPLES BANCORP INC. CONDENSED STATEMENTS OF INCOME

(in thousands)                                Three Months Ended March 31,

                                                  1999               1998

Interest income                               $  15,985           $  15,364
Interest expense                                  7,242               7,320
- ---------------------------------------------------------------------------
     Net interest income                          8,743               8,044
Provision for loan losses                           537                 696
- ---------------------------------------------------------------------------
Net interest income after provision
  for loan losses                                 8,206               7,348
Other income                                      1,844               1,618
Gain (loss) on securities transactions              ---                   4
Other expense                                     6,236               5,414
- ---------------------------------------------------------------------------
Income before income taxes                        3,814               3,556
Income taxes                                      1,184               1,180
- ---------------------------------------------------------------------------
          Net income                          $   2,630           $   2,376
===========================================================================
	

                                END OF RELEASE




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