PEOPLES BANCORP
10-Q, 1997-04-14
STATE COMMERCIAL BANKS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


 
                                                                Commission      
March 31, 1997                                             File Number 000-18991
- --------------                                             ---------------------

                                 PEOPLES BANCORP
                             212 WEST SEVENTH STREET
                                AUBURN, IN 46706


 
         Indiana                                                 35-1811284
         -------                                                 ----------    
State or other jurisdiction of                                (IRS Employer
incorporation or organization)                            Identification Number)


Registrant's telephone number, including area code:                (219)925-2500
                                                                   -------------

Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or for shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days. Yes X No ______

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock as of the latest practicable date:


Common stock, par value $1 per share                        2,279,328
- ------------------------------------                        ---------           
    (Title of class)                          (Outstanding at April 14, 1997)


<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

 
Page
 
Number

Part I   Financial Information:

  Item 1.  Consolidated Financial Statements

                  Consolidated Statement of Financial Condition
                  as of March 31, 1997 and September 30, 1996..................3

                  Consolidated Statement of Income for the three
                  and six months ended March 31, 1997 and 1996.................4

                  Consolidated Statement of Changes in Stockholders'
                  Equity for the six months ended March 31, 1997...............5

                  Consolidated Statement of Cash Flows for the
                  six months ended March 31, 1997 and 1996.....................6

                  Notes to Consolidated Financial Statements.................7-8

   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations.............................9-14

Part II.     Other Information

   Item 6.   Exhibits and Reports on Form 8-K.................................15

Signatures....................................................................16
                          

<PAGE>

                          PART I. FINANCIAL INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

                          ASSETS
                                                       March 31,  September 30,
                                                         1997           1996
                                                     ------------- ------------
                                                     (Unaudited)

Cash                                                 $  3,042,832  $  3,207,845
Short-term interest-bearing deposits                   20,640,040     7,823,900
                                                       ------------- ----------
    Total cash and cash equivalents                    23,682,872    11,031,745
Securities available for sale                          21,565,818    25,886,015
Securities held to maturity
   (approximate market value $8,319,033 and $13,486,304)8,469,030    13,630,532
Mortgage-backed securities                                558,943       630,503
Loans:
     Loans                                            224,352,650   223,898,729
     Less: Allowance for loan losses                      872,922       887,478
                                                     ------------- ------------
     Net loans                                        223,479,728   223,011,251
Premises and equipment                                  1,636,948     1,467,764
Federal Home Loan Bank of Indianapolis stock, at cost   2,004,400     2,004,400
Other assets                                            1,844,660     2,349,640
                                                     ------------- ------------
    Total assets                                     $283,242,399  $280,011,850
                                                     ============= ============

                             LIABILITIES

NOW and savings deposits                             $ 70,090,589  $ 68,344,163
Certificates of deposit                               166,540,857   166,737,277
Reverse Repurchase Agreements                           2,319,471             -
Advances by borrowers for taxes and insurance               2,943         3,450
Other liabilities                                       1,289,309     2,250,195
                                                     ------------- ------------
    Total liabilities                                 240,243,169   237,335,085
                                                     ------------- ------------

                       STOCKHOLDERS' EQUITY

Preferred stock, par value $1;
    Authorized and unissued -- 5,000,000 shares                                 
common stock, par value $1;
    Authorized--7,000,000 shares:
    Issued and outstanding--2,279,328 and
         2,325,494 shares                               2,279,328     2,325,494
Additional paid-in capital                              6,796,362     7,690,289
Retained earnings--substantially restricted            34,052,134    32,762,852
Net unrealized loss on securities available for sal      (128,594)     (101,870)
                                                     ------------- ------------
    Total stockholders' equity                         42,999,230    42,676,765
                                                     ------------- ------------
    Total liabilities and stockholders' equity       $283,242,399  $280,011,850
                                                     ============= ============

See notes to consolidated financial statements.

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                        CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)

<TABLE>
                                       Three months ended     Six months ended
                                            March 31,             March 31,
                                    -------------------------------------------------
                                       1997         1996        1997      1996
                                    ----------- ----------- ----------- -------------
<S>                                 <C>         <C>         <C>          <C>   
Interest Income:
  Loans                             $4,558,538  $4,770,134  $ 9,223,202  $ 9,463,236
  Securities                           465,339     424,061      964,455      884,632
  Mortgage-backed securities            13,651      16,843       28,108       34,491
  Other interest and dividend income   291,590     300,156      498,796      555,617
                                    ----------- ----------- ------------ ------------
                                     5,329,118   5,511,194   10,714,561   10,937,976
                                    ----------- ----------- ------------ ------------

Interest Expense:
  Now and savings deposits             474,120     458,153      927,229      929,476
  Certificates of deposit            2,301,052   2,328,234    4,638,193    4,697,964
  Short-term borrowings                 27,962           -       49,206            -
  Federal Home Loan Bank advances            -      14,535            -       29,230
                                    ----------- ----------- ------------ ------------
                                     2,803,134   2,800,922    5,614,628    5,656,670
                                    ----------- ----------- ------------ ------------
Net Interest Income                  2,525,984   2,710,272    5,099,933    5,281,306
  Provision for losses on loans           (485)     34,739       10,830       (1,763)
                                    ----------- ----------- ------------ ------------
Net Interest Income After Provision
  for Losses on Loans                2,526,469   2,675,533    5,089,103    5,283,069
                                    ----------- ----------- ------------ ------------

Other Income:
  Trust income                          13,840      21,391       27,564       36,230
  Fees and service charges             102,411     109,242      213,282      223,480
  Other income                          41,216      35,941       74,391       67,568
                                    ----------- ----------- ------------ ------------
                                       157,467     166,574      315,237      327,278
                                    ----------- ----------- ------------ ------------

Other Expense:
  Salaries and employee benefits       552,049     524,243   1,185,735     1,141,322
  Net occupancy expenses                77,693      82,168     150,781       131,368
  Equipment expenses                    57,590      42,837     101,907        77,191
  Data processing expense               81,127      79,556     159,222       154,036
  Deposit insurance expense              8,376     132,467     141,368       263,471
  Other expenses                       225,260     282,117     451,817       499,731
                                    ----------- ----------- ------------ ------------
                                     1,002,095   1,143,388    2,190,830    2,267,119
                                    ----------- ----------- ------------ ------------
Income Before Income Tax             1,681,841   1,698,719    3,213,510    3,343,228
  Income tax expense                   647,080     626,900    1,235,020    1,240,200
                                    ----------- ----------- ------------ ------------
Net Income                          $1,034,761  $1,071,819  $ 1,978,490  $ 2,103,028
                                    =========== =========== ============ ============

Net Income Per Common Share              $0.45       $0.45        $0.86        $0.89
Average Common Shares Outstanding    2,296,275   2,365,398    2,304,348    2,364,136

See notes to consolidated financial statements.
</TABLE>

<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)

<TABLE>


                                                                       
                                Common Stock                     Retained      Net Unrealized
                           ----------------------  Additional    Earnings      Gain (Loss) on
                             Number                  Paid-in  (Substantially    Securities
                           of Shares    Amount       Capital    Restricted)   Available for Sale    Total
                           ---------- ----------- ----------- --------------- ------------------ ------------
<S>                        <C>        <C>         <C>          <C>               <C>             <C>  
Balances, September 30,
1996                       2,325,494  $2,325,494  $7,690,289   $32,762,852       $(101,870)      $42,676,765

Cash dividends
 ($.30 per share)                  -           -           -      (689,208)              -          (689,208)

Net change in unrealized
gain (loss) on securities
available for sale                 -           -           -             -         (26,724)          (26,724)
 
Repurchase of stock          (46,166)    (46,166)   (893,927)            -               -          (940,093)
 
Net income for the
    six months ended
    March 31, 1997                 -           -           -     1,978,490               -         1,978,490
                           ---------- ----------- ----------- ---------------  ----------------- ------------
Balances, March 31,
    1997                   2,279,328  $2,279,328  $6,796,362   $34,052,134       $(128,594)      $42,999,230
                           ========== =========== =========== ===============  ================= ============

See notes to consolidated financial statements.

</TABLE>
<PAGE>
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (Unaudited)

                                                        Six months ended
                                                           March 31,
                                                  ---------------------------
                                                     1997            1996
                                                  ------------   ------------

Operating Activities:
  Net income                                      $ 1,978,490    $ 2,103,028
  Adjustments to reconcile net income to net
     cash provided by operating activities:
    Provision for loan losses                          10,830         (1,763)
    Depreciation and amortization                     121,445         99,098
    Amortization of premiums and discounts on 
      investment securities                           (29,104)         7,837
    Amortization of deferred loan fees               (138,842)      (189,982)
  Change in:
    Interest receivable                               293,987          4,144
    Interest payable                                   (8,560)          (845)
  Other adjustments:                                 (745,744)      (106,014)
                                                  ------------   ------------
   Net cash provided by operating activities        1,482,502      1,915,503
                                                  ------------   ------------

Investing Activities:
  Purchases of investment securities               (1,966,406)    (6,012,861)
  Proceeds from maturities of investment
    securities                                     11,423,571     14,016,786
  Payments on mortgage-backed securities               72,767         80,576
  Net change in loans                                (340,465)     1,255,108
  Purchases of premises and equipment                (290,629)       (28,987)
  Proceeds from sales of real estate owned             28,500         20,000
                                                  ------------   ------------
   Net cash used by investing activities            8,927,338      9,330,622
                                                  ------------   ------------

Financing Activities:
  Net change in:
     NOW and savings accounts                       1,740,321       (889,136)
     Certificates of deposit                         (179,852)     3,857,242
     Short-term borrowings                          2,310,626              -
  Net change in advances by borrowers for
     taxes and insurance                                 (507)        54,171
  Cash dividends                                     (689,208)      (615,001)
  Excercise of stock options                                -         17,000
  Repurchase of common stock                         (940,093)      (198,774)
                                                  ------------   ------------
   Net cash provided by financing activities        2,241,287      2,225,502
                                                  ------------   ------------
Net Change in Cash and Cash Equivalents            12,651,127     13,471,627
Cash and Cash Equivalents, Beginning of Period     11,031,745     11,961,442
                                                  ------------   ------------
Cash and Cash Equivalents, End of Period          $23,682,872    $25,433,069
                                                  ============   ============

Additional Cash Flows and Supplementary Information:
   Interest paid                                  $ 5,614,714    $ 5,657,271
   Income tax paid                                    306,300      1,251,900

See notes to consolidated financial statements.


<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and six months ended March 31, 1997
            and 1996, and at March 31, 1997 and 1996, is unaudited.)


1.  BASIS OF PRESENTATION

The significant  accounting  policies  followed by Peoples Bancorp (the Company)
and its wholly-owned subsidiary,  Peoples Federal Savings Bank of DeKalb County,
(the Bank), for interim  financial  reporting are consistent with the accounting
policies followed for annual financial reporting.  All adjustments which are, in
the opinion of management,  necessary for a fair presentation of the results for
the periods reported, consisting only of normal recurring adjustments, have been
included  in  the  accompanying   unaudited   consolidated  condensed  financial
statements.  The results of operations  for the six months ended March 31, 1997,
are not necessarily indicative of those expected for the remainder of the year.


2.  CONSOLIDATED STATEMENT OF FINANCIAL CONDITION

The  Consolidated  Statement of Financial  Condition at September 30, 1996,  has
been taken from the audited consolidated financial statements at that date.

3.  CASH DIVIDEND

A cash  dividend of $.15 per common  share was  declared on February  22,  1997,
payable on April 22, 1997, to stockholders of record as of April 1, 1997.

4.  EARNINGS PER COMMON SHARE

Earnings  per share  have  been  computed  based on the  average  common  shares
outstanding  during, and the earnings for, the periods  presented.  The dilutive
effect on earnings per share from unissued stock option shares is not material.

<PAGE>


 
                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   (Information with respect to the three and six months ended March 31, 1997
            and 1996, and at March 31, 1997 and 1996, is unaudited.)


5.  COMMITMENTS TO FUND LOANS

Commitments to fund mortgage loans are as follows:


                             March 31, 1997        September 30, 1996
                          --------------------   ---------------------
                             Amount     Rate       Amount     Rate
                          ------------ -------   ----------- ---------
     Adjustable rate       $   63,500             $  223,000
     Fixed rate             7,234,750   7.65%      4,006,200  8.08%
                          ------------ =======   ----------- =========
                           $7,298,250             $4,229,200
                          ============           ===========


6.  STOCK REPURCHASE PLAN

100,000 of the Company's  outstanding shares of common stock ("1995 plan"). Such
purchases will be made subject to market  conditions in the open market or block
transactions.  At March 31, 1997, the Company has  repurchased  91,104 shares of
its outstanding stock under the 1995 plan.

7.  RECLASSIFICATIONS

Certain  amounts  in  the  1996  consolidated  financial  statements  have  been
reclassified to conform to the 1997 presentation.

<PAGE>



                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


FINANCIAL CONDITION

Total assets at March 31, 1997 were $283,242,399, an increase of $3,230,549 from
September  30,  1996.  The  increase  is  attributable  primarily  to short term
interest-bearing  deposits  which  increased  $12,816,140 to  $20,640,040.  This
increase was partially offset by decreases in investment securities.

Total  deposits were  $236,631,446  at March 31, 1997, an increase of $1,550,006
since September 30, 1996.

LIQUIDITY

As calculated for regulatory purposes, liquidity was 16.67% at March 31, 1997 as
compared to 15.70% at September 30, 1996.  Liquidity and loan repayments  should
be adequate to meet loan fundings and other obligations and expenditures.

CAPITAL RESOURCES

The following table presents Peoples Federal Savings Bank's current estimates of
its regulatory capital position as a dollar amount and as a percentage of assets
as of March 31, 1997.


                                         At March 31, 1997
                  --------------------------------------------------------------
                   Tangible Capital       Core Capital      Risk-Based Capital
                  ------------------ ------------------ ------------------------
                    Amount     %       Amount     %       Amount      %      (1)
                  --------- -------- --------- -------- --------- --------------
Capital Position  $35,036    12.6%    $35,036    12.6%   $35,904      26.8%
Regulatory
 Requirement       4,157     1.5%      8,314      3.0%    10,721       8.0%
Excess Capital
  over Regulatory
  Requirement     $30,879    11.1%    $26,722     9.6%   $25,183      18.8%

(1)  Risk-based capital as a percentage of risk-weighted assets.               
<PAGE>

                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

SUMMARY OF RESULTS OF OPERATIONS

Peoples  Bancorp and  subsidiary  had net income of $1,978,490 or $.86 per share
for the six months ended March 31, 1997,  and  $1,034,761  or $.45 per share for
the three  months  ended March 31, 1997 as  compared to  $2,103,128  or $.89 per
share and  $1,071,819  or $.45 per share for the same  periods  ended 1996.  The
decrease was primarily due to lower net interest income.

NET INTEREST INCOME

Net interest  income was  $5,089,103  for the six months and  $2,526,469 for the
three months ended March 31, 1997 as compared to $5,283,069  and  $2,675,533 for
the same periods ended 1996.  Interest income decreased $182,076 and $223,415 to
$5,329,118 and $10,714,561 for the three and six month periods  primarily due to
lower interest rates on loans.  The decrease in income was partially offset by a
decrease in interest  expense of $42,042 to $5,614,628  for the six month period
due to a  combination  of lower  prevailing  interest  rates on  certificate  of
deposit  accounts and higher volumes of these accounts.  Provision for loan loss
decreased  $35,224 to a net  recovery of $485 for the six months ended March 31,
1997, reflecting management's continued review of the loan portfolio.

The following table presents  average  balances and associated  rates earned and
paid for all interest  earning assets and interest  bearing  liabilities for the
six months ended March 31, 1997 and 1996. (dollars in thousands)
<TABLE>

                                    1997                            1996
                      ------------------------------- -------------------------------
                       Average    Interest  Effective  Average   Interest  Effective
                       Balance     Yield      Rate     Balance    Yield      Rate
                      ---------- ---------- --------- ---------- --------- ----------
<S>                    <C>       <C>          <C>      <C>       <C>          <C>  
Loans                  $226,993  $ 9,223      8.13%    $222,131  $ 9,463      8.52%
Securities               33,889      964      5.69%      34,535      885      5.13%
Mortgage-backed
     securities             605       28      9.26%         759       34      8.96%
Other                    17,347      499      5.75%      18,733      556      5.94%
                      ---------- ----------           ---------- ---------
Combined                278,834   10,714      7.68%     276,158   10,938      7.92%
                      ---------- ----------           ---------- ---------
NOW and savings
     deposits            68,779      927     2.70%      70,522      930       2.64%
Certificates of deposit 165,445    4,638      5.61%     162,972    4,698      5.77%
Borrowings                2,044       49     4.79%           -        -          -
Advances from FHLB            -        -        -        1,000       29       5.80%
                      ---------- ----------           ---------- ---------
Combined               $236,268    5,614      4.75%    $234,494    5,657      4.82%
                      ---------- ----------           ---------- ---------
Net interest income/
   interest rate spread          $ 5,100      2.93%              $ 5,281      3.10%
                                 ========== =========            ========= ==========

</TABLE>
<PAGE>


                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


The following table illustrates the change in net interest income due to changes
in rates and average volumes. (dollars in thousands)

                         Six months ended March 31, 1997 vs. 1996
                               Rate         Volume       Total
                           ------------   ----------   ---------
Loans                          $(443)       $203        $(240)
Securities                        96         (17)          79
Mortgage-backed
     securities                    1          (7)          (6)
Other                            (18)        (39)         (57)
                           ------------   ----------   ---------
Total                           (364)        140         (224)
                           ------------   ----------   ---------

NOW and savings deposits          21         (24)          (3)
Certificates of deposit         (131)         71          (60)
Short-term borrowings              -          49           49
Advances from FHLB                 -         (29)         (29)
                           ------------   ----------   ---------
Total                           (110)         67          (43)
                           ------------   ----------   ---------
Net interest income            $(254)       $ 73        $(181)
                           ============   ==========   =========

                                                                     

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE

Non-performing  assets at March 31, 1997 and  September 30, 1996 are as follows:
(dollars in thousands)


                                       March 31,1997   September 30, 1996
                                        -----------    ------------------
Non-accruing loans                          $809            $  814
Loans contractually past due 90 days
     or more other than nonaccruing           63                88
Real estate owned                             74               110
                                        -----------       ----------
                                            $946            $1,012
                                        ===========       ==========
                                                                
<PAGE>



                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)

NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The following  table  analyzes the allowance for loan and REO losses for the six
months ended March 31, 1997 and 1996. (dollars in thousands)


                                    Loans             REO
                              ---------------   ------------------
                               1997     1996     1997       1996
                              ------  -------   -------   --------
Balance at 9/30                $887    $912      $  -      $   -
Provision adjustment charged
     (credited) to expense       11      (2)        -          -
Chargeoffs                      (36)    (33)        -          -
Recoveries                       11      13         -          -
                              ------  -------   -------   --------
Balance at 3/31                $873    $890      $  -      $   -
                              ======  =======   =======   ========

                                                                           

It  is  the  Bank's  policy  to  carry  REO  at  net  realizable  value.   After
repossession, appraised value is reduced for estimated repair and selling costs,
and the net  amount  is the  carrying  value of the  property.  Any  changes  in
estimated  realizable  value  after the initial  repossession,  are charged to a
specific  loss  reserve  account for REO. At present,  all REO is carried at the
Bank's estimated realizable value.

Management  continually  reviews  the mix and  delinquency  status  of its  loan
portfolio and classifies those loans which it deems appropriate. As of March 31,
1997, asset balances and the corresponding  allocation of the provision for loan
losses were as follows: (dollars in thousands)

                              Asset      Allocation of
                             Balance       Reserve
                          ------------   ------------
       Loss                 $      5        $  5
       Doubtful                    -          -
       Substandard               749         150
       Unclassified          282,488         718
                          ------------   ------------
                            $283,242        $873
                          ============   ============

                                                                          
<PAGE>
 
                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-PERFORMING ASSETS AND SUMMARY OF LOAN LOSS EXPERIENCE (CONT'D)

The allowances for loan and real estate owned losses represent amounts available
to absorb future losses.  Such allowances are based on  management's  continuing
review of the portfolios,  historical charge-offs,  current economic conditions,
and such other factors,  which in management's  judgment deserve  recognition in
estimating  possible losses. In addition,  various  regulatory  agencies,  as an
integral part of their examination  process,  periodically  review the allowance
for loan losses.  Such agencies may require additions to the allowances based on
their  judgment  about the  information  available  to them at the time of their
examination.  Provisions  for  losses  are  charged  to  earnings  to bring  the
allowances to levels considered  necessary by management.  Losses are charged to
the allowances when considered  probable,  or in the case of REO, at the time of
repossession.  Management  believes that the  allowances  are adequate to absorb
known and inherent losses in the portfolio.  No assurance can be given, however,
that economic  conditions which may adversely affect the Bank's markets or other
circumstances will not result in future losses in the portfolio.

The following  table  presents an  allocation  of the Bank's  allowance for loan
losses at the dates  indicated  and the  percentage of loans in each category to
total loans. (dollars in thousands)

                                                                           
Balance at end of period          March 31,          March 31,
                              -----------------  ------------------
     applicable to:                 1997               1996
                              -----------------  ------------------
Residential Mortgage Loans     $  -     92.7%     $  -      92.6%
Commercial Real Estate Loans      -      2.1%        -       2.2%
Commercial and Other Loans        -        -         -         -
Consumer Loans                    5      5.2%       22       5.2%
Unallocated                     868                868
                              ------- ---------  ------- ----------
Total                          $873    100.0%     $890     100.0%
                              ======= =========  ======= ==========



<PAGE>




                         PEOPLES BANCORP AND SUBSIDIARY

                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                   (Continued)


NON-INTEREST INCOME

The Company's  non-interest income declined slightly to $157,467 and $315,237 as
compared to $166,574  and  $327,278 for the three and six months ended March 31,
1997 as compared to 1996.  The decrease was caused by lower trust fees this year
versus last.

NON-INTEREST EXPENSE

Total  non-interest  expense for the three and six months  ended March 31 , 1997
was $1,002,095 and $2,190,830 as compared to $1,143,388 and $2,267,119 for 1996.
The decrease was due to decreased deposit insurance expense due to the September
30, 1996  recapitalization of the SAIF insurance fund, partially offset by small
increases  in salaries  and  employee  benefits,  net  occupancy  expenses,  and
equipment expenses.

INCOME TAXES

Income taxes for the six months ended March 31, 1997 were $1,235,020,  virtually
unchanged from the 1996 figure of $1,240,200.


<PAGE>





                           PART II. OTHER INFORMATION

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY


Item 6.  Reports on Form 8-K

No reports on Form 8-K were filed during the three months ended March 31, 1997.




<PAGE>

                                 PEOPLES BANCORP
                                 AND SUBSIDIARY

                                   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 thereunto duly authorized.

                                                     PEOPLES BANCORP
                                                      (REGISTRANT)




Date:  April 14, 1997                             Maurice F. Winkler III
                                          President and Chief Operating Officer



Date:  April 14, 1997                             Deborah K. Stanger
                                      Vice President and Chief Financial Officer
 
 

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