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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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OMB Number: 3235-0145
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Peoples Bancorp Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
709789101
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(CUSIP Number)
Check the following box if a fee is being paid with this statement ___.
(A fee is not required only if the filing person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
to less of such class.) (See Rule 13d-7).
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
SEC 1745 (292)
CUSIP No. 709789 10 1 13G
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Peoples Banking and Trust Company
2. CHECK THE APPROPRIATE BOX IS A MEMBER OF A GROUP*
(a) ___
(b) ___ N/A
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 270,515.5 Shares*
OWNED BY
EACH 6. SHARED VOTING POWER
WITH
733,618.5 Shares*
7. SOLE DISPOSITIVE POWER
210,831 Shares*
8. SHARED DISPOSITIVE POWER
793,303 Shares*
*The reporting person, and the officers and directors of
of the reporting person, disclaim beneficial
ownership of all of these shares.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,004,134
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.40%
12. TYPE OF REPORTING PERSON*
*SEE INSTRUCTION BEFORE FILLING OUT!
Item 1(a). Name of Issuers.
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Peoples Bancorp Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices.
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P.O. Box 738
Marietta, Ohio 45750
Item 2(a). Names of Person Filing.
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The Peoples Banking and Trust Company
Item 2(b). Address of Principal Business Office or, if none,
Residence.
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P.O. Box 738
Marietta, Ohio 45750
Item 2(c). Citizenship.
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Ohio
Item 2(d). Title of Class of Securities.
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Common Stock
Item 2(e). CUSIP Number.
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709789 10 1
Item 3.
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The reporting person is a bank as defined in section 3(a)
(6) of the Securities Exchange Act of 1934, as amended.
Item 4. Ownership.
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(a) Amount beneficially owned: 1,004,134
(b) Percent of Class: 17.40%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
270,515.5
(ii) Shared power to vote or to direct the vote:
733,618.5
(iii) Sole power to dispose or to direct the
disposition of:
210,831
(iv) Shared power to dispose or to direct the
disposition of:
793,303
(1) The reporting person, and the officers and directors
of the reporting person, disclaim beneficial ownership
of these shares.
(2) Based upon a total of 5,770,030 issued and outstanding
shares.
Item 5. Ownership of 5% or Less of a Class.
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Not Applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person.
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Certain of the trusts in which shares of the issuer are
invested and for which the reporting person is Trustee
provide for the grantor and/or beneficiaries to share in
the direction of the dividends and proceeds from the sale
of issuer securities. No individual trust holds more than
5% of the total issued and outstanding shares of the issuer.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
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Not Applicable.
Item 8. Identification and Classification of Members of the Group.
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Not Applicable.
Item 9. Notice of Dissolution of Group.
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Not Applicable.
Item 10. Certification.
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By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
in the ordinary course of business and were not acquired for
the purpose of and do not have the effect of changing or
influencing the control of the issuer of such securities and
were not acquired in connection with or as a participant in
any transaction having such purposes or effect.
Signature
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After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true complete and correct.
The Peoples Banking and Trust Company
By: /s/ ROSE N. HAAS
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Print Name: Rose N. Haas
Its: Vice President and Chief Investment Officer
Dated: As of January 28, 1999
