PEOPLES BANCORP INC
8-K, 2000-02-16
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


               February 11, 2000
________________________________________________
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:
                                 (740) 373-3155


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






                           Index to Exhibits on page 3


<PAGE>


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 February 11, 2000, Peoples Bancorp Inc. declared a quarterly
dividend of $0.14 per share, after giving effect to the 10% stock dividend.
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 February 11, 2000

Item 8.  Change in Fiscal Year
         Not applicable.

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


<PAGE>


                                   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:  February 15, 2000               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 February 11, 2000           4





                                   EXHIBIT 99

NEWS RELEASE
____________

FOR IMMEDIATE RELEASE         Contact:  John W. Conlon, Chief Financial Officer
February 11, 2000                       (740) 373-3155


                  PEOPLES BANCORP INCREASES QUARTERLY DIVIDEND
  ----------------------------------------------------------------------------

MARIETTA, Ohio - The Board of Directors of Peoples Bancorp Inc. (Nasdaq: PEBO)
yesterday declared a quarterly dividend of $0.14 per share, after giving effect
to the 10% stock dividend to be issued to shareholders of record at February 22,
2000.
         The first quarter dividend represents a 10% increase compared to the
previous quarter and is payable subsequent to the aforementioned 10% stock
dividend. The first quarter dividend payout of approximately $924,000 on 6.6
million outstanding shares (the Company's estimated outstanding shares after the
10% stock dividend to be issued February 22, 2000) is payable April 3, 2000, to
shareholders of record March 15, 2000.
         Peoples Bancorp Inc. is a diversified financial services bank holding
company headquartered in Marietta, Ohio, with over $1 billion in assets. Peoples
Bancorp operates 39 financial service locations and 25 ATM's 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. On March 10, 2000, the Company
plans to merge its banking subsidiaries into a single national banking entity
named "Peoples Bank." Through its subsidiaries, Peoples Bancorp offers complete
banking services and makes available other financial services, such as trust
services, investment and insurance products, and internet banking. Peoples
Bancorp's common stock is traded through the Nasdaq National Market System under
the symbol "PEBO." Learn more about Peoples Bancorp or enroll in Peoples OnLine
Connection, Peoples Bank's internet banking product, at www.peoplesbancorp.com.


                                 END OF RELEASE


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