As filed with the Securities and Exchange Commission on December 4, 2002
                                                     Registration No. 333-101253

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 _______________

                                 PRE-EFFECTIVE
                                AMENDMENT NO. 1
                                       TO
                                    FORM S-3
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                 _______________


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

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


                     138 PUTNAM STREET, MARIETTA, OHIO 45750
                                 (740) 373-3155
               (Address, including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)
                                 _______________

                   CHARLES R. HUNSAKER, ESQ., GENERAL COUNSEL
                              PEOPLES BANCORP INC.
                                138 PUTNAM STREET
                              MARIETTA, OHIO 45750
                                 (740) 374-6109
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)


                                   Copies to:

      CHARLES S. DEROUSIE, ESQ.                       JOHN E. FREECHACK, ESQ.
    ELIZABETH TURRELL FARRAR, ESQ.                   SARAH M. BERNSTEIN, ESQ.
 VORYS, SATER, SEYMOUR AND PEASE LLP        BARACK FERRAZZANO KIRSCHBAUM PERLMAN
          52 EAST GAY STREET                          & NAGELBERG LLC
         COLUMBUS, OHIO 43215                 333 WEST WACKER DRIVE, SUITE 2700
            (614) 464-6400                            CHICAGO, ILLINOIS 60606
                                                        (312) 984-3100

     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[ ]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_________

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                     _______________________________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================




THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.


                 SUBJECT TO COMPLETION, DATED DECEMBER 4, 2002


PROSPECTUS



                                1,200,000 SHARES

                             [LOGO PEOPLES BANCORP]

                                 COMMON SHARES


     We are offering 1,200,000 of our common shares. Our common shares are
traded on The Nasdaq National Market under the symbol "PEBO." The last reported
sale price for our common shares on The Nasdaq National Market on December 2,
2002 was $25.73 per share.

     INVESTMENT IN OUR COMMON SHARES INVOLVES RISK. SEE "RISK FACTORS" BEGINNING
ON PAGE 10 BEFORE YOU MAKE YOUR INVESTMENT DECISION.




                                                                             PER SHARE             TOTAL
                                                                             ---------             -----
                                                                                           
Price to Public........................................................      $ _______           $ _______

Underwriting Discount..................................................      $ _______           $ _______

Proceeds, before expenses, to Peoples Bancorp Inc......................      $ _______           $ _______



     The underwriters may also purchase up to an additional 180,000 common
shares from us at the public offering price, less the underwriting discount,
within 30 days from the date of this prospectus to cover over-allotments, if
any.

     NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     THESE SECURITIES ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER OBLIGATIONS OF
ANY BANK AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

     The underwriters expect to deliver the common shares to purchasers against
payment in New York, New York on or about _________, 2002, subject to customary
closing conditions.

                                 --------------

                        SANDLER O'NEILL & PARTNERS, L.P.

                                 --------------


                The date of this prospectus is __________, 2002.







         [MAP PEOPLES BANK LOCATIONS AND KENTUCKY BANK & TRUST OFFICES]




                                TABLE OF CONTENTS




                                                                                                                PAGE
                                                                                                                ----
                                                                                                             
Prospectus Summary.........................................................................................        1
Risk Factors...............................................................................................       10
Cautionary Statement Regarding Forward-Looking Statements..................................................       16
Use of Proceeds............................................................................................       17
Price Range of our Common Shares and Dividends.............................................................       17
Capitalization.............................................................................................       19
Management ................................................................................................       20
Description of our Common Shares ..........................................................................       23
Underwriting...............................................................................................       26
Legal Matters..............................................................................................       28
Experts....................................................................................................       28
Where You Can Find More Information........................................................................       28
Documents Incorporated by Reference........................................................................       29


                    _______________________________________


  You should rely only on the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. We are
not, and the underwriters are not, making an offer to sell our common shares in
any jurisdiction where the offer or sale is not permitted. You should assume
that the information contained in this prospectus is accurate only as of the
date on the front cover of this prospectus, regardless of the time of delivery
of this prospectus or any sale of common shares. Unless otherwise indicated, all
information in this prospectus assumes that the underwriters will not exercise
their option to purchase additional common shares to cover over-allotments.




                                      -i-


                               PROSPECTUS SUMMARY

     This summary highlights selected information contained elsewhere in, or
incorporated by reference into, this prospectus. Because this is a summary, it
does not contain all of the information that may be important to you. Therefore,
you should read carefully the more detailed information set forth in this
prospectus, as well as our financial statements and other information that are
incorporated by reference in this prospectus, before making a decision to invest
in our common shares. Unless the context requires otherwise, the terms
"Peoples," "we," "us," and "our" refer to Peoples Bancorp Inc. and our
subsidiaries and the term "Peoples Bank" refers to our banking subsidiary
Peoples Bank, National Association.

                              PEOPLES BANCORP INC.

     We are a financial holding company organized in 1980, with origins in the
Mid-Ohio Valley dating back to 1902. At September 30, 2002, we had total assets
of $1.4 billion, total loans of $867.6 million, total deposits of $951.7
million, and total stockholders' equity of $111.8 million.

     Our principal operating subsidiary, Peoples Bank, is a full service
community bank that provides an extensive array of financial products and
services designed to satisfy customer demands for high quality. In addition to
traditional banking products, we offer personal trust services and insurance and
investment products through 45 financial service locations and 30 automated
teller machines (ATMs) in Ohio, West Virginia and Kentucky, as well as through
banking by phone and internet-based banking. Peoples Bank also offers a full
range of life, property and casualty insurance products through Peoples
Insurance Agency, Inc., and provides customer-tailored solutions for asset
management needs through its Peoples Financial Advisors division.

     We have a strong record of performance and growth. In 2002, we were listed
in The Staton Institute's America's Finest Companies(R), an investment directory
of 311 publicly-traded companies, out of a total of approximately 19,000
publicly-traded companies, with at least ten consecutive years of growth in
earnings and/or dividends per share. We were also ranked fourth on The Staton
Institute's "Super 50 Team," which is reserved for companies with at least 50
years of growth in earnings per share and/or dividends. In 2002, The Cleveland
Plain Dealer recognized us as a "Top 100" company, an annual list of the best
publicly-traded companies headquartered in Ohio, placing us 52nd among all
publicly-traded companies headquartered in Ohio, based on key performance
indicators such as return on equity, revenue growth and other financial ratios.

     RECENT EVENTS

     We agreed on November 29, 2002, to acquire Kentucky Bancshares
Incorporated. Kentucky Bancshares owns and operates one banking subsidiary,
Kentucky Bank & Trust, which is headquartered in Russell, Kentucky and
operates five financial service locations in Boyd and Greenup Counties in
Kentucky. These locations will become Peoples Bank financial service locations
upon completion of the transaction, which will enhance our presence in the
northeastern area of Kentucky. The acquisition of Kentucky Bancshares is
expected to be immediately accretive to our earnings per share and book value
per share.

     At September 30, 2002, Kentucky Bancshares had total assets of $127.2
million, total loans of $77.3 million, total deposits of $96.2 million and
total stockholders' equity of $17.4 million as well as approximately $189
million of trust assets under management.


                                      -1-







     Under our agreement with Kentucky Bancshares, we have agreed to acquire all
of the issued and outstanding common shares of Kentucky Bancshares with
consideration consisting of a combination of cash and our common shares. In
exchange for the Kentucky Bancshares common shares, the agreement provides the
shareholders of Kentucky Bancshares with an option to elect to receive cash, our
common shares, or a combination of both. The aggregate consideration to be paid
to the shareholders of Kentucky Bancshares in the transaction is not expected to
exceed $31.4 million, of which approximately half would be paid in cash and
approximately half in our common shares, depending upon the elections made by
Kentucky Bancshares' shareholders and the market price of our common shares. In
the event the Kentucky Bancshares shareholders elect to receive our common
shares, the number of common shares issuable by us in the transaction will range
between 461,627 and 609,348 common shares as determined by the average daily
closing price of our common shares, as reported on The Nasdaq National Market,
for the 30 consecutive trading days ending at the close of business on the fifth
trading day before the Kentucky Bancshares acquisition is consummated. The
minimum number of common shares would be issued if the average share price were
$33.00 or more and the maximum number would be issued if the average share price
were $25.00 or less. We have not determined the manner in which we will fund the
cash portion of the consideration for the Kentucky Bancshares acquisition. We
intend to explore various long-term and short-term financing alternatives,
including the use of a portion of the proceeds from this offering as a
short-term source of funds.

     The Kentucky Bancshares acquisition will be subject to regulatory
approvals, approval by the shareholders of Kentucky Bancshares and other
customary closing conditions and is expected to be consummated in the second
quarter of 2003.


     WE WILL FILE A REGISTRATION STATEMENT ON FORM S-4 AND OTHER DOCUMENTS
REGARDING THE PROPOSED ACQUISITION OF KENTUCKY BANCSHARES WITH THE SECURITIES
AND EXCHANGE COMMISSION. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN CONNECTION WITH
THE PROPOSED TRANSACTION WITH KENTUCKY BANCSHARES. KENTUCKY BANCSHARES
SHAREHOLDERS ARE URGED TO READ THE FORM S-4, WHEN IT BECOMES AVAILABLE,
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. A DEFINITIVE PROXY
STATEMENT/PROSPECTUS WILL BE SENT TO SHAREHOLDERS OF KENTUCKY BANCSHARES
SEEKING THEIR APPROVAL OF THE PROPOSED TRANSACTION.


     OUR MARKET AREA

     We have expanded from our roots in Washington County, Ohio, where we
maintain nine financial service locations, to a market area that encompasses 17
counties and 80,000 customer relationships in southeastern Ohio and neighboring
areas of Kentucky and West Virginia, focusing on non-major urban areas. If
consummated, the acquisition of Kentucky Bancshares will result in the
acquisition of four financial service locations in Greenup County, Kentucky and
one financial service location in Boyd County, Kentucky, enhancing our presence
in the northeastern area of Kentucky and expanding our customer base in that
portion of our market.

     We believe that one of the strengths of our market area is its diverse
economic base. No single industry or employer dominates our market area.
The wide variety of principal industries in our market area
include:

     o    health care, education and social-services, which account for
          approximately 22.3% of the work force;

     o    manufacturing, including metals, plastics, petrochemical and
          automobile-related manufacturing, and oil, gas and coal production,
          which accounts for approximately 14.9% of the work force;


                                     -2-



     o    retail trade, which accounts for approximately 13.7% of the work
          force;

     o    arts, entertainment, recreation, accommodation and food services,
          which account for approximately 7.5% of the workforce; and

     o    construction, which accounts for approximately 7.2% of the workforce.

       DuPont Chemicals and CSX, a freight transportation company, two of the
largest employers in our market area, employ approximately 2,500  and 2,300
people, respectively. Hospitals and medical centers, including Marietta
Memorial Hospital in Washington County, Ohio and Kings Daughters Hospital and
Medical Center in Boyd and Greenup Counties, Kentucky, represent the largest
employers in many of the counties we serve. In addition, Ohio University in
Athens County, Ohio, with an enrollment of approximately 20,000 students, and
Marshall University in Cabell County, West Virginia, with an enrollment of
approximately 16,000 students, are among the many colleges and universities in
our market area that are significant employers. As a result of this diverse
economic base, we believe that our market area is largely insulated from some
of the fluctuations of national economic cycles.

     We have established loan production offices and a full-service banking
office in Licking and Fairfield Counties in central Ohio that we believe
provide business opportunities for us in some of Ohio's fastest growing
communities, including opportunities to expand our deposit share in these
markets through de novo branching and acquisitions. The population in Fairfield
County grew 18.3% in the ten years ended December 2000, while the population in
Licking County grew 13.3% in the same period. We believe growth in these
counties can be attributed to their proximity to Franklin County, where urban
growth in Columbus, the state capital, has extended into nearby Licking and
Fairfield Counties.

     COMPETITIVE STRENGTHS

     We believe the following operating strengths set us apart from our
competitors and position us for further growth:

     o    Growth and Acquisitions

     We have grown through a combination of internal and external growth. In
addition to our core organic growth, we have undertaken a controlled and steady
expansion and acquisition strategy. Since 1995, we have opened seven de novo
banking branches in our market area and have completed five branch acquisitions,
four bank or thrift acquisitions and one insurance agency acquisition. In the
aggregate, since 1995, we have acquired $398 million of deposits, $343 million
of assets, including $136 million of loans, and 18 sales offices. These
acquisitions produced benefits, such as an expansion of our customer base, and
provided new opportunities to integrate our non-traditional products and
services, such as insurance and investments, with the traditional banking
products currently offered to clients in our markets. These acquisitions also
enabled us to expand into new markets. Our most recent acquisition of First
Colony Bancshares, Inc. in June 2002 resulted in the acquisition of five
full-service offices in Guernsey and Belmont Counties in Ohio. If completed,
the acquisition of Kentucky Bancshares will result in the acquisition of five
financial service locations in Boyd and Greenup Counties in Kentucky.

     In the past, we have integrated our acquisitions and continued to grow our
operations. For the period beginning December 31, 1996 and ending December 31,
2001:

     o    our assets grew at a 14.1% compound annual rate;


                                     -3-




     o    our stockholders' equity grew at a 10.8% compound annual rate;

     o    our net income grew at a 10.0% compound annual rate;

     o    our earnings per share grew at a 9.0% compound annual rate;

     o    our annual return on average assets averaged 1.16%; and

     o    our annual return on average stockholders' equity averaged 13.79%.

     For the most recent nine months ended September 30, 2002, our return on
average assets was 1.45% and our return on average stockholders' equity was
17.94%.

     We routinely explore opportunities for additional growth and expansion of
our core financial services business. We believe that the additional capital
provided by this offering will enable us to enhance our franchise value by
positioning us to take advantage of expansion opportunities in and around our
current market area, including the area served by Kentucky Bancshares if that
acquisition is completed. As with prior acquisitions, our evaluation of future
acquisitions will focus primarily on enhancing our earnings potential and
stockholder value.

     o    Full-service Customer Relationships

     We believe that we have established a franchise based on our dedication to
full-service customer relationships. We offer a broad range of financial
services designed to provide convenience to our customers. We operate through 45
financial service locations in three states, provide electronic services through
our network of 30 ATMs and award-winning internet banking services, and provide
one-to-one banking through our group of professional service associates. In late
2001, we introduced Overdraft Privilege, which significantly increased net
revenues, and particularly non-interest income, and enhanced our demand deposit
account offering.

     We believe that our customer service approach allows us to serve customer
needs more quickly and to develop closer trust relationships than larger
national financial services firms. At the same time, we offer more technology,
products and services than many of our smaller competitors, including e-services
such as electronic bill pay and imaging services, debit cards, telephone banking
and internet banking. In 2001, we received national recognition from Microbanker
Online for outstanding implementation of remote banking applications, and for
exhibiting innovative use of technology to improve customer service.

     In addition to offering a wide variety of traditional banking products and
services, Peoples Bank offers a full range of life, property and casualty
insurance products to customers in our markets through Peoples Insurance Agency,
Inc., and provides customer-tailored solutions to meet the fiduciary needs,
investment alternatives, financial planning, retirement plans and other asset
management needs of our customers through Peoples Financial Advisors, a division
of Peoples Bank. Furthermore, as part of our effort to provide complete
financial services to our customers, an unaffiliated registered broker/dealer
located at Peoples Bank offices offers brokerage services to our customers.

     Revenue generated by Peoples Financial Advisors and Peoples Insurance
Agency have contributed to the increase in our non-interest income. We expect
that their contribution will grow as we continue to integrate their products and
services into our primary product and service offering to retail and business
customers.


                                     -4-




     o    Asset Quality

     We have successfully grown our loan portfolio while at the same time
maintaining high credit quality. Peoples Bank originates various types of loans
including commercial, financial and agricultural loans ("commercial loans"),
real estate loans (both commercial and residential) and consumer loans, focusing
primarily on lending opportunities in central and southeastern Ohio, northern
West Virginia and northeastern Kentucky. At September 30, 2002, commercial loans
totaled $386.4 million, or 44.5% of our total loan portfolio, real estate loans
totaled $361.5 million, or 41.7% of total loans, and consumer loans (including
credit card balances) totaled $119.7 million, or 13.8% of total loans. We
believe our significant lending experience and our hands-on, collateral based
approach to developing and managing our commercial lending relationships has
resulted in low levels of nonperforming assets and net chargeoffs.

     o    The ratio of net loan chargeoffs to average total loans was 0.34% for
          the nine months ended September 30, 2002.

     o    The ratio of nonperforming assets to total assets was 0.56% at
          September 30, 2002.

     o    The ratio of nonperforming loans to total loans was 0.87% at September
          30, 2002.

     OUR STRATEGY

     Our objective is to be a leading financial services provider in the markets
we serve while maintaining a long-term focus on core earnings growth, asset
quality and commitment to serving the communities in which we operate. We
currently target annual return on stockholders' equity of 15% to 16% and growth
in earnings per share of 7% to 10%. Our goal is to reduce our reliance on net
interest income, and thus the interest rate environment, to drive earnings
growth. We plan to accomplish this goal by reducing our interest expense through
growth of non-interest bearing and low-interest bearing deposits and expanding
non-interest income opportunities in both traditional and non-traditional areas
of our business. Our current target for non-interest income as a percent of
operating expenses is 50%. We believe that the strategies discussed below will
assist us in achieving these goals by improving our non-interest income as a
percentage of non-interest expense and increasing our loan production while
maintaining asset quality.

     o    Growing core deposits, particularly non-interest bearing and
          low-interest bearing deposits.


     In an effort to reduce our reliance on net interest margins and the
interest rate environment, we will continue to focus on growing non-interest
bearing and low-interest bearing deposits. We have taken steps in the last few
years to develop demand deposit accounts (DDAs) and low-interest bearing account
products that are attractive to customers in our markets. Our customers demand
speed, accuracy, convenience, and access choices for their DDAs. We offer a
network of 30 ATMs in three states, debit cards, internet banking and electronic
bill pay, imaging technology for imaged monthly statements and telephone
banking. We also offer our customers a variety of accounts and discounts for
multiple product relationships and continue to explore new ways to enhance our
DDA offerings. Our DDA offerings and emphasis on convenience and technology that
works for the customer is the anchor upon which we will continue to expand into
other financial products such as loans, investments and insurance.


     o    Continuing to build full-service customer relationships.

     Our operating strategy is to continue to build on the community banking
franchise we have developed by focusing on building profitable customer


                                     -5-




relationships through high quality customer service. Our strategy is designed to
deliver integrated financial services, from banking to investments to insurance,
through a needs-based profiling process that aims to optimize long-term revenues
generated from each customer relationship. We strive to be each customer's
primary financial services provider. With our wide array of financial products
and services, this requires a seamless, team-oriented approach to customer
service.

     Our sales associates are trained to identify and fulfill each customer's
specific financial needs. In the last year, we embarked on a team approach to
customer service to enhance our ability to deliver professional investment and
insurance advisory services to the markets we serve. This new team approach, to
be fully implemented in 2003 and delivered initially through Peoples Financial
Advisors, entails penetrating our markets with our primary salespeople, who are
licensed to sell investments and insurance, together with a team of service
associates trained to provide additional advice and services for more complex
transactions. Fiduciary, investment and insurance revenues now comprise nearly
31% of our non-interest income, and represent a growth opportunity as more
customers are introduced to our products and services. We believe that the
investment and insurance expertise we offer our customers differentiates us from
many competitors who we believe focus on selling specific products versus our
holistic approach to growing and protecting customers' wealth.

     We will continue to enhance the customer experience and improve the quality
of our marketing data through investments in processes and technology, which
will enable referrals to flow more freely among associates. In particular, we
anticipate making an investment in Customer Relationship Management and other
information systems and processes in late 2002 and early 2003 that will enhance
our client contact management, data mining, customer and product profitability
information and marketing.

     o    Maintaining a strong credit culture while continuing to grow.

     Our experienced loan team has developed stringent credit underwriting
guidelines and policies designed to maintain strong asset quality, while growing
our commercial and real estate loan portfolios. Our loan review department has
developed a comprehensive risk management system for measuring the adequacy of
our allowance for loan losses and forecasting net chargeoffs. Despite recent
economic conditions that challenge the financial industry's ability to predict
net chargeoffs, we believe our strong credit culture and knowledge of our
customer base position us to meet our goals. At September 30, 2002, our ratio of
nonperforming loans to total loans was 0.87%, and our allowance for loan losses
as a percentage of nonperforming loans was 171%. In addition, we have
established a strong network of banks with which we participate in originating
commercial loans, providing the opportunity to diversify the geographic and
industry risk in our portfolio.

      In the past 15 years, we have established a successful track record of
integrating new sales locations and associates into our culture of profitable
customer service. We plan to continue to supplement our internal growth through
de novo branching and acquisitions, such as the proposed acquisition of Kentucky
Bancshares, while maintaining our consistent historical profitability.

     At September 30, 2002, we had 458 full-time equivalent employees. Our
principal executive office is located at 138 Putnam Street, Marietta, Ohio
45750, and our telephone number is (740) 373-3155. Our common shares are traded
on The Nasdaq National Market under the symbol PEBO, and our website is
www.peoplesbancorp.com (this uniform resource location (URL) is an inactive
textual reference only and is not intended to incorporate our website into this
prospectus).



                                      -6-


                                  THE OFFERING

Common shares offered.........................       1,200,000(1)

Common shares outstanding after
  this offering...............................       9,121,327(2)

Net proceeds..................................       We estimate that the net
                                                     proceeds from this offering
                                                     will be approximately
                                                     $28.6 million without the
                                                     underwriters'
                                                     over-allotment option,
                                                     assuming a public offering
                                                     price of $25.73 per share
                                                     (based upon the last sale
                                                     price on December 2, 2002).

Use of proceeds...............................       We intend to use
                                                     approximately $15 million
                                                     of the net proceeds to
                                                     increase Peoples Bank's
                                                     capital position. The
                                                     remaining proceeds will be
                                                     used for general corporate
                                                     purposes, which may
                                                     include the repayment of
                                                     outstanding indebtedness,
                                                     mergers, acquisitions and
                                                     other strategic
                                                     investments.

Nasdaq National Market symbol.................       PEBO

---------------

(1)  The number of common shares offered assumes that the underwriters'
     over-allotment option is not exercised. If the over-allotment option is
     exercised in full, we will issue and sell 1,380,000 common shares.

(2)  The number of common shares outstanding after the offering is based on the
     number of common shares outstanding as of December 2, 2002, and excludes:

     -  an aggregate of 938,053 common shares reserved for issuance under our
        stock option plans, of which options to purchase 594,310 common shares
        at an average option price of $15.833 have been granted and remained
        outstanding as of December 2, 2002; and

     -  common shares that would be issued if the Kentucky Bancshares
        acquisition is completed, which could be in a range between 461,627
        common shares and 609,348 common shares, depending on the market
        price of our common shares over a prescribed time period prior to
        consummation of the acquisition.

                                  RISK FACTORS

     See "Risk Factors" beginning on page 10 for a discussion of the risks
related to an investment in our common shares.




                                      -7-


                       SUMMARY CONSOLIDATED FINANCIAL DATA

     The summary consolidated financial data presented below as of or for each
of the years in the five-year period ended December 31, 2001, have been derived
from our audited consolidated financial statements. The selected financial data
presented below as of and for the nine-month periods ended September 30, 2002
and September 30, 2001, are derived from our unaudited consolidated financial
statements, and reflect all adjustments (which include normal recurring
accruals) necessary to present fairly such information as of or for such
nine-month periods. All share and per share data have been adjusted for two 10%
stock dividends, issued on June 28, 2002 and September 12, 2001. This
information should be read in conjunction with "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the consolidated
financial statements and notes thereto incorporated by reference in this
prospectus from our Annual Report on Form 10-K for the year ended December 31,
2001, and our Quarterly Reports on Form 10-Q for the quarters ended March 31,
June 30, and September 30, 2002. Operating results for the nine months ended
September 30, 2002, are not necessarily indicative of the results that may be
expected for the year ending December 31, 2002.



                                  AT OR FOR THE NINE
                                        MONTHS
                                  ENDED SEPTEMBER 30,                   AT OR FOR THE YEAR ENDED DECEMBER 31,
                               --------------------------  ----------------------------------------------------------------
                                   2002          2001         2001         2000           1999         1998         1997
                               ------------   ----------   ----------   -----------    -----------  -----------  ----------
                                                      (Dollars in thousands, except per share data)
                                                                                            
STATEMENT OF FINANCIAL CONDITION
DATA (AT END OF PERIOD):
Total assets.................  $  1,358,321   $1,171,316   $1,193,966   $ 1,135,834    $1,075,450   $  880,284   $  758,158
Loans, net of unearned
    interest.................       867,627      756,183      772,856       736,965       659,883      567,917      521,570
Allowance for loan losses....        12,886       12,285       12,357        10,930        10,264        9,509        8,356
Investment securities........       380,600      308,528      330,364       330,521       328,306      235,569      174,291
Total intangible assets......        29,629       17,555       17,010        17,848        20,154       22,116       12,796
Total deposits...............       951,738      842,585      814,368       757,621       728,207      714,168      611,107
Federal funds purchased
    and securities sold under
    repurchase agreements....        33,350       25,833       23,752        54,729        64,989       31,814       30,811
Advances from FHLB...........       204,180      168,816      222,948       201,597       170,388       38,664       27,327
Guaranteed preferred
    beneficial
    interest in junior
    subordinated
    debentures...............        29,068       29,047       29,056        29,021        28,986            -            -
Stockholders' equity.........       111,800       93,962       93,854        83,194        72,874       86,014       78,818

STATEMENT OF OPERATIONS DATA:
Total interest income........  $     62,310   $   65,568   $   86,107   $    85,129    $   72,346   $   63,645   $   53,836
Total interest expense.......        24,502       33,679       42,974        44,839        34,258       30,497       25,216
                               ------------   ----------   ----------   -----------    ----------   ----------   ----------
    Net interest income......        37,808       31,889       43,133        40,290        38,088       33,148       28,620
Provision for loan losses....         3,023        2,025        2,659         2,322         1,878        2,325        2,589
                               ------------   ----------   ----------   -----------    ----------   ----------   ----------
 Net interest income after
   provision
   for loan losses...........        34,785       29,864       40,474        37,968        36,210       30,823       26,031
 Non-interest income.........        11,070        6,894       10,650         8,910         7,374        7,224        5,927
 Non-interest expense........        27,526       24,236       33,412        31,044        28,042       23,262       19,254
    Income before income taxes       18,329       12,522       17,712        15,834        15,542       14,785       12,704
Income taxes.................         5,020        3,724        5,377         4,708         4,824        4,740        4,099
                               ------------   ----------   ----------   -----------    ----------   ----------   ----------
Income before extraordinary
   gains.....................        13,309        8,798       12,335        11,126        10,718       10,045        8,605
Extraordinary gains, net of
   tax.......................           410                         -             -             -            -            -
Net income...................  $     13,719   $    8,798   $   12,335   $    11,126    $   10,718   $   10,045   $    8,605
                               ============   ==========   ==========   ===========    ==========   ==========   ==========




                                      -8-







                                     AT OR FOR THE NINE
                                           MONTHS
                                     ENDED SEPTEMBER 30,                    AT OR FOR THE YEAR ENDED DECEMBER 31,
                                     -------------------        -----------------------------------------------------------
                                      2002         2001          2001          2000         1999         1998         1997
                                     ------       ------        ------        ------       ------       ------       ------
                                            (Dollars in thousands, except per share data)
                                                                                                
 PER SHARE DATA:
 Earnings per share - basic
    Income before extraordinary
      gain......................     $ 1.69       $ 1.11        $ 1.56        $ 1.41       $ 1.29       $ 1.19       $ 1.13
    Net income..................       1.74         1.11          1.56          1.41         1.29         1.19         1.13
 Earnings per share - diluted
    Income before extraordinary
      gain......................       1.65         1.09          1.54          1.39         1.26         1.16         1.09
    Net income..................       1.70         1.09          1.54          1.39         1.26         1.16         1.09
 Cash dividends paid............       0.44         0.38          0.51          0.46         0.41         0.36         0.34
 Book value at end of period....      14.15        12.01         12.00         10.59         9.14        10.24         9.37
 Tangible book value per share
    (1).........................      10.40         9.76          9.82          8.32         6.61         7.61         7.85
 Weighted average shares
    outstanding:
     Basic......................  7,870,408    7,914,815     7,882,890     7,893,808    8,283,746    8,440,947    7,627,576
     Diluted....................  8,084,233    8,035,157     8,003,593     7,986,194    8,498,944    8,695,806    7,867,888
 Common shares outstanding at
    end of period...............  7,903,646    7,824,731     7,822,014     7,852,502    7,971,156    8,401,177    8,413,903

 PERFORMANCE RATIOS AND OTHER
 DATA:
 Return on average assets.......       1.45 %       1.01 %        1.06 %        1.02 %       1.09 %       1.20 %       1.29 %
  Return on average
     stockholders'
     equity.....................      17.94        13.19         13.60         14.92        13.27        12.21        14.33
 Net interest margin (2) (3)....       4.49         4.05          4.11          4.08         4.35         4.47         4.74
 Net interest spread (3) (4)....       4.12         3.49          3.56          3.53         3.85         3.91         4.14
 Non-interest income to average
    assets......................       0.88         0.59          0.92          0.82         0.75         0.87         0.89
 Non-interest expense to average
    assets......................       2.18         2.09          2.87          2.85         2.85         2.80         2.88
 Efficiency ratio (5)...........      52.58        56.74         56.53         57.14        54.11        50.38        51.06
 Average interest-earning assets
    to average interest-bearing
    liabilities.................     113.03       113.69        113.70        112.36       113.21       114.18       114.61
 Average loans to average
    deposits....................      93.44        93.00         92.93         94.37        85.12        80.88        85.47
 ASSET QUALITY RATIOS:
 Allowance for loan losses to
    nonperforming loans.........      171.2 %      273.5 %       225.0 %       212.6 %      487.6 %      604.1 %      496.8 %
 Allowance for loan losses to
    loans, net of unearned
    interest....................       1.49         1.62          1.60          1.48         1.56         1.67         1.60
 Nonperforming loans to loans,
    net of unearned interest....       0.87         0.59          0.71          0.70         0.32         0.28         0.32
 Nonperforming assets to total
    assets......................       0.56         0.39          0.48          0.46         0.21         0.22         0.22
 Net chargeoffs to average loans       0.34         0.22          0.29          0.23         0.19         0.22         0.30
 Net chargeoffs as a percentage
   of:
    provision for loan losses...      92.59        80.84         82.70         71.32        59.80        50.41        53.92
    allowance for loan losses...      21.72        13.33         17.80         15.15        10.94        12.33        16.71

 CAPITAL RATIOS:
 Tier-1 risk-based capital......      11.55 %      12.92 %       12.86 %       12.83 %      12.57 %      10.54 %      13.09 %
 Total risk-based capital ratio.      12.91        14.26         14.21         14.21        14.30        11.95        14.34
 Leverage.......................       7.96         8.86          9.18          8.69         8.29         7.08         9.29



  ----------

     (1)  Tangible book value per share reflects capital calculated for banking
          regulatory requirements and excludes balance sheet impact of
          intangible assets acquired through purchase accounting for
          acquisitions.

     (2)  Net interest income divided by average earning assets.

     (3)  Calculated on a fully-tax equivalent basis.

     (4)  Yield on earning assets less rate on average interest-bearing
          liabilities

     (5)  Non-interest expense (less intangible amortization) as a percentage of
          fully tax equivalent net interest income plus non-interest income
          (less gains or losses on securities transactions and asset disposals).



                                      -9-


                                  RISK FACTORS

         Investing in our common shares involves risks, including the risks
described in this prospectus and in the other documents that are incorporated by
reference. You should carefully consider the risk factors together with all of
the other information and data included and incorporated by reference in this
prospectus before you decide to acquire any common shares.

WE MAY NOT BE ABLE TO CONTINUE TO GROW OUR BUSINESS, WHICH COULD ADVERSELY
IMPACT OUR RESULTS OF OPERATIONS.

         For the period beginning December 31, 1996 and ending December 31,
2001, our assets grew at a 14.1% compound annual rate, while stockholders'
equity grew at a 10.8% compound annual rate. Our business strategy calls for
continued growth and expansion of our banking and non-banking financial services
business, including the acquisition of companies engaged in similar activities.
Our ability to continue to grow and to capture additional market share depends,
in part, upon our ability to open new branch locations, successfully attract
deposits, identify favorable loan and investment opportunities and acquire
additional bank and non-bank entities. Furthermore, our continued growth is
dependent upon the capacity of our technology, systems and processes to support
our growth and our ability to control organizational and overhead costs and hire
qualified management and personnel at our new branch locations. In the event we
are unable to continue to grow our business, our results of operations could be
adversely impacted.


WE MAY NOT BE ABLE TO COMPLETE ACQUISITIONS, INCLUDING THE ACQUISITION OF
KENTUCKY BANCSHARES, OR, IF COMPLETED, SUCCESSFULLY INTEGRATE OUR ACQUISITIONS,
WHICH MAY ADVERSELY IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         Our growth strategy contemplates the acquisition of additional bank and
non-bank entities. We may not be able to locate interested appropriate entities,
complete future acquisitions or, if completed, successfully integrate the
operations, management, products and services of the entities we acquire.
Following each acquisition, we must expend substantial resources to integrate
the entities. The integration of non-banking entities often involves combining
different industry cultures and business methodologies. The failure to
successfully integrate the entities we acquire into our existing operations may
adversely impact our results of operations and financial condition. Our
proposed acquisition of Kentucky Bancshares is pending.


WE MAY EXPERIENCE DIFFICULTIES IN MANAGING OUR GROWTH, WHICH MAY ADVERSELY
IMPACT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.


         As part of our business strategy, we focus on the growth and expansion
of our financial services business and may acquire additional banks and non-bank
entities that we believe provide a strategic fit with our business. To the
extent that we are successful with this strategy, we cannot assure you that we
will be able to adequately and profitably manage this growth. For example,
acquiring Kentucky Bancshares or any other bank or non-bank entity will involve
risks commonly associated with acquisitions, including:


         o        potential exposure to unknown or contingent liabilities of
                  banks and non-bank entities we acquire;

         o        exposure to potential asset quality issues of acquired banks
                  and non-bank entities;

         o        potential disruption to our business;




                                      -10-



         o        potential diversion of our management's time and attention;
                  and

         o        the possible loss of key employees and customers of the banks
                  and businesses we acquire.

         In addition to acquisitions, we may expand into additional communities
or attempt to strengthen our position in our current markets by undertaking
additional de novo branch openings. Based on our experience, we believe that it
generally takes up to three years for new banking facilities to first achieve
operational profitability due to the impact of organization and overhead
expenses and the start-up phase of generating loans and deposits. To the extent
that we undertake additional de novo branch openings, we are likely to continue
to experience the effects of higher operating expenses relative to operating
income from the new banking facilities, which may have an adverse impact on our
levels of reported net income, earnings per share, return on average
stockholders' equity and return on average assets.

OUR CONTINUED PACE OF GROWTH MAY REQUIRE US TO RAISE ADDITIONAL CAPITAL IN THE
FUTURE, BUT THAT CAPITAL MAY NOT BE AVAILABLE WHEN IT IS NEEDED.

         We are required by federal and state regulatory authorities to maintain
adequate levels of capital to support our operations. As a financial holding
company, we are required to maintain capital sufficient to meet the "well
capitalized" standard set by regulators. We anticipate that our capital
resources following this offering will satisfy our capital requirements for the
foreseeable future. We may at some point, however, need to raise additional
capital to support continued growth, both internally and through acquisitions.

         Our ability to raise additional capital, if needed, will depend on
conditions in the capital markets at that time, which are outside our control,
and on our financial performance. Accordingly, we cannot assure you of our
ability to raise additional capital if needed on terms acceptable to us. If we
cannot raise additional capital when needed, our ability to further expand our
operations through internal growth and acquisitions could be materially
impaired.

WE MAY NOT BE ABLE TO EFFECTIVELY EXECUTE OUR STRATEGY OF DELIVERING INTEGRATED
FINANCIAL SERVICES TO OUR CUSTOMERS, WHICH COULD ADVERSELY IMPACT OUR RESULTS OF
OPERATIONS.

         Our current strategy includes a focus on delivering integrated
financial services, including professional investment and insurance advisory
services, to our customers through a "needs-based" selling approach. As part of
this strategy, we plan to continue to invest in processes and technology, such
as Customer Relationship Management (CRM) and other information systems and
processes, to enhance our client contact management, data mining, customer and
product profitability information and marketing. In the event we are unable to
market and deliver additional financial services effectively to our customers,
or to profit from our investments in CRM and other processes and technology, our
results of operations could be adversely impacted.

OUR EXPOSURE TO CREDIT RISK, BECAUSE WE FOCUS ON COMMERCIAL LENDING, COULD
ADVERSELY AFFECT OUR EARNINGS AND FINANCIAL CONDITION.

         There are certain risks inherent in making loans. These risks include
interest rate changes over the time period in which loans may be repaid, risks
resulting from changes in the economy, risks inherent in dealing with borrowers
and, in the case of loans secured by collateral, risks resulting from
uncertainties about the future value of the collateral.

         At September 30, 2002, commercial loans totaled $386.4 million, or
44.5% of our total loan portfolio. Commercial loans generally are viewed as
having a higher credit risk than residential real



                                      -11-



estate or consumer loans because they usually involve larger loan balances to a
single borrower and are more susceptible to a risk of default during an economic
downturn. Our commercial loans are primarily made based on the underlying
collateral provided by the borrower and secondarily on the identified cash flow
of the borrower and the strength of any third party guarantees. Most often, the
collateral is inventory, machinery, real estate or accounts receivable. In the
case of loans secured by accounts receivable, the availability of funds for the
repayment of these loans may be substantially dependent on the ability of the
borrower to collect amounts due from its customers. The collateral securing
other loans may depreciate over time, may be difficult to appraise and may
fluctuate in value based on the success of the business.

         Our biggest loan concentrations exist in assisted living facilities and
lodging and lodging-related loans. At September 30, 2002, we had $52.3 million,
or 13.5% of total commercial loans, of assisted living facility loans and $44.7
million, or 11.6% of total commercial loans, of lodging and lodging-related
loans, including several large credits to entities that operate hotels
throughout Ohio and contiguous states, as well as in Florida and Tennessee. The
risk associated with lending to entities involved in the lodging industry may
have increased in recent months, particularly because of the adverse effect that
the current economy has had on business and leisure travel. Although we believe
the assisted living and lodging industries do not pose an increased risk to
asset quality at this time, when compared to the risk assumed in other types of
lending, adverse changes in economic or other conditions affecting these
industries may adversely affect our results of operations and financial
condition.

CONSUMER LOANS GENERALLY HAVE A HIGHER RISK OF DEFAULT THAN OUR REAL ESTATE
MORTGAGE LOANS.

         At September 30, 2002, consumer loans totaled $119.7 million, or 13.8%
of our total loans (of which $6.2 million were comprised of credit card
balances). Consumer loans typically have shorter terms and lower balances with
higher yields as compared to real estate mortgage loans, but generally carry
higher risks of default. Consumer loan collections are dependent on the
borrower's continuing financial stability, and thus are more likely to be
affected by adverse personal circumstances. Furthermore, the application of
various federal and state laws, including bankruptcy and insolvency laws, may
limit the amount that can be recovered on these loans.

IF OUR ALLOWANCE FOR LOAN LOSSES IS NOT SUFFICIENT TO COVER FUTURE LOAN LOSSES,
OUR NET INCOME WOULD DECREASE.

         We maintain an allowance for loan losses in an attempt to cover any
loan losses that we may incur. Our allowance for loan losses is based upon,
among other things, volume and types of loans, historical loss experience,
trends in losses and delinquencies, the growth of loans in particular markets
and industries and changes in economic conditions in our lending markets. Our
net chargeoffs for the nine months ended September 30, 2002 were $2.8 million,
or 0.34% of average loans, and our allowance for loan losses at September 30,
2002 was $12.9 million, or 1.49% of total loans. However, we cannot predict
loan losses with certainty, and we cannot assure you that chargeoffs in future
periods will not exceed the allowance for loan losses. In addition, federal and
state regulators periodically review our allowance for loan losses as part of
their examination process and may require us to increase our allowance or
recognize further loan chargeoffs based on judgments different than those of our
management. Any increase in our provision for loan losses would decrease our net
income.

CHANGES IN INTEREST RATES MAY ADVERSELY AFFECT OUR PROFITABILITY.

         One of the most significant risks associated with our business of
extending loans and accepting deposits is interest rate risk. Our earnings are
dependent to a significant degree on net interest income, which is the amount by
which interest income exceeds interest expense. We expect that we will



                                      -12-



periodically experience "gaps" in the interest rate sensitivities of our assets
and liabilities, which means that either our interest-bearing liabilities will
be more sensitive to changes in interest rates than our interest-earning assets,
or vice versa. As of September 30, 2002, the "gap" is $30.5 million or 2.47% of
earning assets, which represents the amount of liabilities that may reprice over
the next twelve months in excess of assets that may reprice over the same time
period. When interest-bearing liabilities mature or reprice more quickly than
interest-earning assets, rising interest rates could reduce our net interest
income. Similarly, when interest-earning assets mature or reprice more quickly
than interest-bearing liabilities, falling interest rates could reduce our net
interest income.

         Our management also uses other measures to monitor interest rate risk
for both the short and long-term. To manage the amount of short-term exposure to
interest rate risk, management limits the decrease in net interest income to 10%
or less from base case (no change in interest rates) for each 100 basis point
shift in interest rates measured on an annual basis. To manage the long-term
exposure, management limits the negative impact on net equity value to 40% or
less given an immediate and sustained 200 basis points shift in interest rates.
The table below shows the most recent testing for compliance with these limits.





        IMMEDIATE
      INTEREST RATE                     ESTIMATED                          ESTIMATED
  INCREASE (DECREASE) IN           (DECREASE) INCREASE               (DECREASE) INCREASE IN
       BASIS POINTS               IN NET INTEREST INCOME            ECONOMIC VALUE OF EQUITY
---------------------------    -----------------------------     --------------------------------
                                                                           
           300                   $ (4,052)         (7.9) %        $    (59,955)        (28.0) %
           200                     (2,442)         (4.8)               (36,382)        (17.0)
           100                     (1,039)         (2.0)               (15,039)         (7.0)
          (100)                   $   293           0.6  %        $     12,348           5.8  %



         Although our management periodically adjusts the mix of assets and
liabilities in an attempt to control and improve net interest income, factors
beyond our control, such as general economic conditions and interest rate
changes by the Federal Reserve and our competitors, may have a greater impact on
net interest income than those adjustments made by management.

ADVERSE ECONOMIC CONDITIONS IN OUR MARKET AREA MAY ADVERSELY IMPACT OUR RESULTS
OF OPERATIONS AND FINANCIAL CONDITION.

         Substantially all of our business is concentrated in southeastern Ohio,
neighboring areas of northeastern Kentucky and areas along the Ohio River in
West Virginia. As a result, our loan portfolio and results of operations may be
adversely affected by factors that have a significant impact on the economic
conditions in this market area. The local economies of our market area
historically have been less robust than the economy of the nation as a whole and
are not subject to the same fluctuations as the national economy. Adverse
economic conditions in our market area, including the loss of certain
significant employers, could reduce our growth rate, affect our borrowers'
ability to repay their loans and generally affect our financial condition and
results of operations. Furthermore, a downturn in real estate values in our
market area could cause many of our loans to become inadequately collateralized.

LOSS OF MEMBERS OF OUR EXECUTIVE TEAM COULD HAVE A NEGATIVE IMPACT ON OUR
BUSINESS.

         Our success is dependent, in part, on the continued service of our
executive officers, including Robert E. Evans, our President and Chief Executive
Officer, John W. Conlon, our Chief Financial Officer, David B. Baker, our
Executive Vice President, Mark F. Bradley, our Executive Vice President and
Chief Integration Officer, Larry E. Holdren, our Executive Vice President, Carol
A. Schneeberger, our Executive Vice President/Operations, and Joseph S.
Yazombek, our Executive Vice



                                      -13-




President/Lending. The loss of the services of any of these executive officers
could have a negative impact on our business because of their skills,
relationships in the banking community, years of industry experience and the
difficulty of promptly finding qualified replacement personnel.


GOVERNMENT REGULATION SIGNIFICANTLY AFFECTS OUR BUSINESS.

         The banking industry is heavily regulated under both federal and state
law. We are subject to regulation and supervision by the Federal Reserve Board,
and Peoples Bank is subject to regulation and supervision by the Office of the
Comptroller of the Currency. These regulations are primarily intended to protect
depositors and the federal deposit insurance funds, not our shareholders. Our
non-bank subsidiaries are also subject to the supervision of the Federal Reserve
Board, in addition to other regulatory and self-regulatory agencies including
the Securities and Exchange Commission and state securities and insurance
regulators. Regulations affecting banks and financial services businesses are
undergoing continuous change, and we cannot predict the effect of those changes.
Regulations and laws may be modified at any time, and new legislation may be
enacted that affects us. Any modifications or new laws could adversely affect
our business.

COMPETITION FROM FINANCIAL INSTITUTIONS AND OTHER PROVIDERS OF FINANCIAL
SERVICES MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

         We experience significant competition in originating loans. This
competition comes principally from other commercial banks, savings associations
and credit unions. Several of our competitors have greater resources, larger
branch systems and a wider array of banking services. This competition could
reduce our net income by decreasing the number and size of loans that we
originate and the interest rates we may charge on these loans.

         In attracting deposits, we face significant competition from other
insured depository institutions such as commercial banks, savings associations
and credit unions, as well as institutions that offer uninsured investment
alternatives, including money market funds. These competitors may offer higher
interest rates than we do, which could decrease the deposits that we attract or
require us to increase our rates to retain existing deposits or attract new
deposits. Increased deposit competition could adversely affect our ability to
generate the funds necessary for lending operations, which would increase our
cost of funds.

         We also compete with non-bank providers of financial services, such as
insurance companies, governmental agencies, brokerage firms, consumer finance
companies and pension funds. Some of our non-bank competitors are not subject to
the same extensive regulations that govern us. As a result, these competitors
may have advantages over us in providing certain products and services. This
competition could reduce or limit our margins on banking services, reduce our
market share and adversely affect our results of operations and financial
condition.

OUR BUSINESS IS DEPENDENT ON TECHNOLOGY, AND AN INABILITY TO INVEST IN
TECHNOLOGICAL IMPROVEMENTS MAY ADVERSELY AFFECT OUR RESULTS OF OPERATIONS AND
FINANCIAL CONDITION.

         The financial services industry is undergoing rapid technological
changes with frequent introduction of new technology-driven products and
services. In addition to better serving customers, the effective use of
technology increases efficiency and enables financial institutions to reduce
costs. Our future success will depend, in part, on our ability to create
additional efficiencies in our operations and to address the needs of our
customers by using technology to provide products and services to enhance
customer convenience. We cannot assure you, however, that our technological
improvements will



                                      -14-



increase our operational efficiency or that we will be able to effectively
implement and market new technology-driven products and services.

THERE IS A LIMITED TRADING MARKET FOR OUR COMMON SHARES, AND YOU MAY NOT BE ABLE
TO RESELL YOUR COMMON SHARES AT OR ABOVE THE PRICE YOU PAY FOR THEM.


         Although our common shares are listed for trading on The National
Market of The Nasdaq Stock Market, the trading in our common shares has less
liquidity than many other companies quoted on the Nasdaq National Market. A
public trading market having the desired characteristics of depth, liquidity and
orderliness depends on the presence in the market of willing buyers and sellers
of our common shares at any given time. This presence depends on the individual
decisions of investors and general economic and market conditions over which we
have no control. We cannot assure you that the offering will increase the volume
of trading in our common shares.


OUR ABILITY TO PAY DIVIDENDS ON OUR COMMON SHARES IS LIMITED BY THE ABILITY OF
PEOPLES BANK TO PAY DIVIDENDS UNDER APPLICABLE LAW AND BY CONTRACTS RELATING TO
OUR TRUST PREFERRED SECURITIES.

         Our ability to pay dividends on our common shares largely depends on
our receipt of dividends from Peoples Bank. The amount of dividends that Peoples
Bank may pay to us is limited by federal banking laws and regulations. Because
we are a financial holding company, Peoples Bank is required to maintain capital
sufficient to meet the "well capitalized" standard set by the regulators and
will be able to pay dividends to us only so long as its capital continues to
exceed these levels. We or Peoples Bank may decide to limit the payment of
dividends even when it has the legal ability to pay them in order to retain
earnings for use in Peoples Bank's business. Additionally, we have established
two trust subsidiaries to issue preferred securities. If we suspend interest
payments relating to the trust preferred securities issued by either of our two
trust subsidiaries, we will be prohibited from paying dividends on our common
shares.

ANTI-TAKEOVER PROVISIONS MAY DELAY OR PREVENT AN ACQUISITION OR CHANGE IN
CONTROL BY A THIRD PARTY.

         Provisions in the Ohio General Corporation Law and our amended articles
of incorporation and code of regulations, including a staggered board and a
supermajority vote requirement for significant corporate changes, could
discourage potential takeover attempts and make attempts by shareholders to
remove our board of directors and management more difficult. These provisions
may also have the effect of delaying or preventing a transaction or change in
control that might be in the best interests of our shareholders.




                                      -15-


         CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

         This prospectus includes, and incorporates by reference,
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended, including, in particular, the statements about our plans, strategies
and prospects. Although we believe that our plans, intentions and expectations
reflected in or suggested by these forward-looking statements are reasonable, we
can not assure you that those plans, intentions or expectations will be
achieved. The forward-looking statements involve a number of risks and
uncertainties, including:

         o        our ability to continue to grow our business;


         o        our ability to complete acquisitions, including the
                  acquisition of Kentucky Bancshares, or, if completed,
                  successfully integrate our acquisitions;


         o        our ability to manage our growth;

         o        our ability to raise additional capital to support our future
                  growth;

         o        our ability to effectively execute our strategy of delivering
                  integrated financial services to our customers;

         o        our exposure to credit risk;

         o        the adequacy of our allowance for loan losses in covering
                  future loan losses;

         o        the effect of changes in interest rates on our profitability;

         o        adverse economic conditions in our market area;

         o        the loss of members of our executive team;

         o        government regulation affecting our business;

         o        competition from financial institutions and other providers of
                  financial services;

         o        our ability to invest in technological improvements upon which
                  our business depends; and

         o        other risks detailed in this prospectus and in documents
                  incorporated by reference in this prospectus.

         All forward-looking statements are expressly qualified in their
entirety by these cautionary statements. Although we believe that the
expectations in these forward-looking statements are based on reasonable
assumptions within the bounds of our knowledge of our business and operations,
it is possible that actual results may differ materially from these projections.






                                      -16-


                                 USE OF PROCEEDS


         We estimate that the net proceeds from the sale of 1,200,000 of our
common shares in this offering will be approximately $33.0 million, or
approximately $28.6 million if the underwriters' over-allotment option is
exercised in full. In each case, this assumes a public offering price of $25.73
per share (based upon the last sale price on December 2, 2002), and deductions
of estimated offering expenses of $245,000 and underwriting discounts and
commissions.

         We intend to use approximately $15 million of the net proceeds from the
sale of our common shares in this offering to increase Peoples Bank's capital
position. The remaining proceeds will be retained by Peoples and used for
general corporate purposes, which may include the repayment of outstanding
indebtedness, mergers, acquisitions and other strategic investments. We have not
made specific allocations of proceeds for such purposes at this time. The net
proceeds may be invested temporarily or applied to repay short-term or revolving
debt until they are used for their stated purposes.


                 PRICE RANGE OF OUR COMMON SHARES AND DIVIDENDS

         Our common shares are traded on The Nasdaq National Market under the
symbol "PEBO." The table presented below sets forth the high and low sales
prices reported on The Nasdaq National Market for the periods indicated, and the
cash dividends declared in each period on our common shares.






                                                                PRICE RANGE              DIVIDENDS
                                                                ------------           DECLARED PER
                                                            HIGH            LOW            SHARE
                                                            ----            ---        ------------
                                                                                  
     2002
     Fourth Quarter (through December 2)                   $30.00         $22.86           $0.150(1)
     Third Quarter                                          31.63          23.00           $0.150
     Second Quarter                                         30.00          21.91            0.150
     First Quarter                                          22.41          16.59            0.136

     2001
     Fourth Quarter                                        $18.41         $13.82           $0.136
     Third Quarter                                          21.09          15.74            0.136
     Second Quarter                                         16.41          14.05            0.124
     First Quarter                                          16.79          12.60            0.116

     2000
     Fourth Quarter                                        $12.60         $ 9.92           $0.116
     Third Quarter                                          12.60          10.74            0.116
     Second Quarter                                         14.88          10.74            0.116
     First Quarter                                          16.34          13.02            0.116
     -----------------------------



         (1)      Declared November 14, 2002 and payable January 2, 2003 to
                  shareholders of record at December 13, 2002.

         The sales price information and per share dividends have been adjusted
for two 10% stock dividends, paid on June 28, 2002 and September 12, 2001.


                                      -17-



         On December 2, 2002, the last sale price of our common shares reported
on The Nasdaq National Market was $25.73 per share. As of that date, there were
1,279 shareholders of record of our common shares.


DIVIDENDS

         As of September 30, 2002, dividends totaled $0.44 per share,
representing a payout ratio of 25.3%. Dividends per share totaled $0.51 for the
year ended December 31, 2001, $0.46 for the year ended December 31, 2000 and
$0.41 for the year ended December 31, 1999. These represented dividend payout
ratios of 33.1% for 2001 and 2000 and 31.8% for 1999. On November 14, 2002, we
declared a quarterly cash dividend of $0.15 per share, payable January 2, 2003
to shareholders of record at December 13, 2002.

         Cash dividends are generally declared and paid quarterly. Because
substantially all of the funds available for the payment of cash dividends are
derived from Peoples Bank, future cash dividends will depend primarily upon
Peoples Bank's earnings, financial condition, need for funds and government
policies and regulations applicable to both Peoples Bank and us. The Federal
Reserve Board may require us to retain capital for further investment in Peoples
Bank, rather than pay dividends to our shareholders. Peoples Bank cannot pay
dividends to us if such payment would cause Peoples Bank to fail to meet the
required minimum levels under the risk-based capital guidelines and the minimum
leverage ratio requirements. Peoples Bank must have the approval from the Office
of the Comptroller of the Currency if a dividend in any year would cause the
total dividends for that year to exceed the sum of the current year's net
earnings and the retained earnings for the preceding two years, less required
transfers to surplus.

         As a practical matter, any dividend restrictions on Peoples Bank act as
restrictions on the amount of funds available for the payment of dividends to
Peoples shareholders. As of September 30, 2002, the net profits of Peoples Bank
available for distribution to us as dividends without regulatory approval were
approximately $1.5 million.

         We have established two trust subsidiaries to issue preferred
securities. If we suspend interest payments relating to the trust preferred
securities issued by either of our two trust subsidiaries, we will be prohibited
from paying dividends on our common shares. Currently, we do not intend to
suspend these interest payments.


                                      -18-



                                 CAPITALIZATION

         The following table sets forth our capitalization as of September 30,
2002. Our capitalization is presented:

o        on a historical basis; and


o        on a pro forma basis to reflect the estimated net proceeds to us from
         this offering at an assumed public offering price of $25.73 per share
         (based on the last sale price on December 2, 2002), after deducting
         underwriting discounts, commissions and estimated offering expenses
         payable by us in this offering (assuming no exercise of the
         underwriters' over-allotment option), as if the sale of the common
         shares had been consummated on September 30, 2002.

        The data in the following table does not reflect the acquisition of
Kentucky Bancshares. The aggregate consideration to be paid to the shareholders
of Kentucky Bancshares in that transaction is not expected to exceed $31.4
million, of which approximately half would be paid in cash and approximately
half in our common shares, depending upon the market price of our common shares.
Under our agreement with Kentucky Bancshares, we could issue common shares in a
range between 461,627 common shares and 609,348 common shares, depending upon
the elections made by Kentucky Bancshares' shareholders and the average daily
closing price of our common shares over a prescribed time period prior to
consummation of the Kentucky Bancshares acquisition. The minimum number of
common shares would be issued if the average share price were $33.00 or more and
the maximum number of common shares would be issued if the average share price
were $25.00 or less.


         The following data should be read in conjunction with the consolidated
financial statements and notes thereto incorporated by reference into this
prospectus from our Annual Report on Form 10-K for the year ended December 31,
2001, and from our Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30, and September 30, 2002.




                                                                            SEPTEMBER 30, 2002
                                                                    ---------------------------------
                                                                     ACTUAL               AS ADJUSTED
                                                                    --------              -----------
                                                                          (DOLLARS IN THOUSANDS)
                                                                                      
Long-term borrowings                                                $205,680                $205,680
Guaranteed preferred beneficial interests
     in junior subordinated debentures                                29,068                  29,068

Stockholders' Equity:
     Common stock, no par value (12,000,000 shares
         authorized, 7,969,386 shares issued; 9,169,386 shares
         issued as adjusted)                                          96,876                 125,500
     Accumulated comprehensive income,
         net of deferred income taxes                                  7,292                   7,292
     Retained earnings                                                 8,814                   8,814
     Treasury stock, at cost (65,740 shares)                          (1,182)                 (1,182)
                                                                    --------                --------
         Total stockholders' equity                                  111,800                 140,424
                                                                    ========                ========
         Total capitalization                                       $346,548                $375,172
                                                                    ========                ========
Capital Ratios:
     Tier 1 risk-based capital ratio                                  11.55%                  14.73%
     Total risk-based capital ratio                                   12.91%                  16.09%
     Leverage ratio                                                    7.96%                  10.04%






                                      -19-

                                   MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

         The following table lists our executive officers and directors.




NAME                                  AGE                                     POSITIONS
----                                  ---                                     ----------
                                            
Robert E. Evans                       62          President, Chief Executive Officer and a Director of Peoples and
                                                  Chairman and Chief Executive Officer of Peoples Bank

John (Jack) W. Conlon                 57          Chief Financial Officer and Treasurer of Peoples and Peoples Bank

David B. Baker                        55          Executive Vice President of Peoples

Mark F. Bradley                       33          Chief Integration Officer of Peoples and President, Chief
                                                  Operating Officer and a Director of Peoples Bank

Larry E. Holdren                      55          Executive Vice President of Peoples

Carol A. Schneeberger                 46          Executive Vice President/Operations of Peoples and Peoples Bank

Joseph S. Yazombek                    48          Executive Vice President/Lending of Peoples and Executive Vice
                                                  President/Chief Lending Officer of Peoples Bank

Carl Baker, Jr.                       40          Director

George W. Broughton                   45          Director

Frank L. Christy                      55          Director

Wilford D. Dimit                      67          Director

Rex E. Maiden                         67          Director

Robert W. Price                       39          Director

Paul T. Theisen                       71          Director

Thomas C. Vadakin                     70          Director

Joseph H. Wesel                       73          Director


         Provided below is certain biographical information regarding our
executive officers and directors. References to positions held with Peoples Bank
include positions held with The First National Bank of Southeastern Ohio,
Peoples Bank FSB or The Peoples Banking and Trust Company, each of which merged
in March 2002 to form Peoples Bank.

         Robert E. Evans has served Peoples as President, Chief Executive
Officer and a Director since 1980. Mr. Evans has also served Peoples Bank as
Chief Executive Officer since 1987, as Chairman of the Board since 1999 and as
President from 1987 until July 2002.

         John (Jack) W. Conlon has served Peoples as Chief Financial Officer
since April 1991 and Treasurer since April 1999. Mr. Conlon has also served
Peoples Bank as Chief Financial Officer since 1991 and Treasurer since 1985. Mr.
Conlon previously served as Controller of Peoples Bank from 1982 until 1991.

                                      -20-


         David B. Baker became Executive Vice President of Peoples in 1999. In
February 2000, Mr. Baker was appointed President of Peoples Bank's Investment
and Insurance Services. Mr. Baker previously served as President of Peoples
Bank's Investment and Business Division, beginning January 1998, and President
of the Investment and Trust Division of Peoples Bank, a position he held between
1991 and 1998. Mr. Baker has held various positions in the Investment and Trust
Division for Peoples Bank since 1974.

         Mark F. Bradley became Chief Integration Officer of Peoples in January
2001. Mr. Bradley was appointed President, Chief Operating Officer and a
Director of Peoples Bank in July 2002. Previously, Mr. Bradley held the
positions of Controller of Peoples from January 1997 to May 2001 and Controller
of Peoples Bank from March 1997 to May 2001. Mr. Bradley was also Manager of
Accounting and External Reporting for Peoples and Peoples Bank from February
1995 to January 1997. Prior to February 1995, Mr. Bradley served as a staff
accountant for Peoples beginning in 1991.

         Larry E. Holdren became Executive Vice President of Peoples in February
1999. Mr. Holdren has also been President of the Retail and Banking Division of
Peoples Bank since January 1998. Between 1982 and 1998, Mr. Holdren served as
Executive Vice President/Director of Human Resources for Peoples Bank.

         Carol A. Schneeberger became Executive Vice President/Operations of
Peoples in April 1999. Since February 2000, Ms. Schneeberger has also been
Executive Vice President/Operations of Peoples Bank. Ms. Schneeberger served as
Vice President/Operations of Peoples from October 1988 until April 1999. Prior
thereto, Ms. Schneeberger was Auditor of Peoples from August 1987 to October
1988 and Auditor of Peoples Bank from January 1986 to October 1988.

         Joseph S. Yazombek was appointed Executive Vice President/Lending of
Peoples in April 2000. Mr. Yazombek has also held the position of Executive Vice
President/Chief Lending Officer of Peoples Bank since October 1998. Mr. Yazombek
served as Executive Vice President of Peoples Bank's Consumer and Mortgage
Lending areas from May 1996 to October 1998, where he also directly managed
Peoples Bank's collection efforts. Mr. Yazombek joined Peoples Bank in 1983 and
served as a real estate lender until May 1996.

         Carl Baker, Jr. has served as a Director of Peoples since 2000. For
more than five years, Mr. Baker has been President and Chief Executive Officer
of B & N Coal, Inc., a mining, reclamation and construction concern in
Southeastern Ohio; co-owner of Sharon Stone Company, a limestone and slag
producer in Noble and Washington Counties, Ohio; and owner of Dexter Hardwoods,
Inc., a hardwood sawmill located in Noble County, Ohio. Mr. Baker has been a
partner in Belpre Sand & Gravel Company, a sand and gravel operation located in
Little Hocking, Washington County, Ohio, since December 2001.

         George W. Broughton has served as a Director of Peoples since 1994. Mr.
Broughton has been President of GWB Sales, Inc., Marietta, Ohio, an ice cream,
frozen food and coffee service distributor, since September 1999. For more than
five years, Mr. Broughton has also been President of Broughton Commercial
Properties, LLC, a commercial properties rental company; Chairman of Broughton
Foundation and Broughton Park; and a Director of SBR, Inc., and its subsidiaries
including: Simonton Windows, Hy-Lite, Style Solutions and "Woodcraft" catalog
and stores. Mr. Broughton also serves as a Director of Peoples Bank.

                                      -21-


         Frank L. Christy has served as a Director of Peoples since 1999. For
more than five years, Mr. Christy has been President and owner of Christy &
Associates, Inc., a business development company located in Marietta, Ohio.

         Wilford D. Dimit has served as a Director of Peoples since 1993. For
more than five years, Mr. Dimit has been President of First Settlement, Inc.,
Marietta, Ohio, a retail clothing store, shoe store and restaurant. Mr. Dimit
also serves as a Director of Peoples Bank.

         Rex E. Maiden has served as a Director of Peoples since 1996. For more
than five years, Mr. Maiden has been Chairman of the Board of Maiden & Jenkins
Construction Co., Nelsonville, Ohio, a contractor for bridges and highways, and
commercial, industrial and educational buildings; Treasurer and Director of
Sunday Creek Coal Co., Nelsonville, Ohio, a holding company for land and
minerals (coal and oil); President and Chairman of the Board of Nelsonville
Consulting and Construction Co., Nelsonville, Ohio, a design consulting firm;
Chairman of the Board of Black Top Contracting, Nelsonville, Ohio, a paving
contractor; and Chairman of the Board of B T Materials, Nelsonville, Ohio, a
sand and gravel mining operation and ready-mix concrete plant. Mr. Maiden also
serves as a Director of Peoples Bank.

         Robert W. Price has served as a Director of Peoples since 2000. For
more than five years, Mr. Price has been President of each of Smith Concrete
Company, a ready-mix concrete company; Chesterhill Stone Company, a sand,
limestone and gravel company; and Price Inland Terminal Company, an off-river
terminal service providing offloading and dry bulk storage of raw material.

         Paul T. Theisen has served as a Director of Peoples since 1980. For
more than five years, Mr. Theisen has been Of Counsel to the law firm of Theisen
Brock, LPA in Marietta, Ohio. Mr. Theisen also serves as a Director of Peoples
Bank. Mr. Theisen is the brother-in-law of Thomas C. Vadakin.

         Thomas C. Vadakin has served as a Director of Peoples since 1989. Mr.
Vadakin served as a Director of The Airolite Company, Marietta, Ohio, a
manufacturer of ventilation louvers, from 1994 to 2002. Mr. Vadakin also serves
as a Director of Peoples Bank. Mr. Vadakin is the brother-in-law of Paul T.
Theisen.

         Joseph H. Wesel has served as Chairman of the Board of Peoples since
1991 and as a Director since 1980. Mr. Wesel is President of W.D.A., Inc.,
Marietta, Ohio, a real estate holding company. Mr. Wesel also serves as a
Director of Peoples Bank.


                                      -22-



                        DESCRIPTION OF OUR COMMON SHARES

         In this section, we describe the material features and rights of our
common shares. This summary does not purport to be exhaustive and is qualified
in its entirety by reference to our amended articles of incorporation and code
of regulations, each of which is included as an exhibit to the registration
statement of which this prospectus is a part, and to applicable Ohio laws.

GENERALLY


         Our authorized capital stock consists of 12,000,000 common shares, each
without par value. As of December 2, 2002, there were 7,921,327 common shares
issued and outstanding. In addition, as of December 2, 2002, there were options
outstanding under our stock option plans to purchase an aggregate of 594,310
common shares at a weighted average exercise price of $15.833 per share. Our
common shares are traded on The Nasdaq National Market under the symbol "PEBO."


         Holders of our common shares are entitled to:

         o        one vote for each common share held;

         o        receive dividends if and when declared by our board of
                  directors from funds legally available therefor (see "Price
                  Range of Our Common Shares and Dividends" beginning on
                  page 17); and

         o        share ratably in our net assets, legally available to our
                  shareholders in the event of our liquidation, dissolution or
                  winding up, after payment in full of all amounts required to
                  be paid to creditors or provision for such payment.

         Holders of our common shares have no preemptive, subscription,
redemption, conversion or cumulative voting rights. Our outstanding common
shares are fully paid and nonassessable.

ANTI-TAKEOVER EFFECTS OF AMENDED ARTICLES OF INCORPORATION, CODE OF REGULATIONS
AND THE OHIO GENERAL CORPORATION LAW

         There are provisions in the Ohio General Corporation Law and our
amended articles of incorporation and code of regulations that could discourage
potential takeover attempts and make attempts by shareholders to change our
board of directors and management more difficult.

         Classified Board of Directors. Our board of directors is divided into
three classes, with three-year staggered terms. This classification system
increases the difficulty of replacing a majority of the directors at any one
time and may tend to discourage a third-party from making a tender offer or
otherwise attempting to gain control of us. It also may maintain the incumbency
of our board of directors.

         Removal of Directors. Our code of regulations provides that a director
or directors may be removed from office, only for cause, by the affirmative vote
of the holders of at least 75% of our voting shares entitling them to elect
directors in place of those to be removed.

         Supermajority Vote Requirements. Our amended articles of incorporation
provide that the holders of a majority of our voting shares must approve the
following matters before they can be implemented:

         o        a proposed amendment to our articles of incorporation;


                                      -23-



         o        proposed new regulations or an alteration, amendment or repeal
                  of our regulations;

         o        an agreement of merger or consolidation;

         o        a proposed combination or majority share acquisition involving
                  the issuance of our shares and requiring shareholder approval;

         o        a proposal to sell, lease, exchange, transfer or otherwise
                  dispose of all or substantially all of our property and
                  assets;

         o        a proposed dissolution; or

         o        a proposal to fix or change the number of directors by action
                  of the shareholders.

However, if any three of our directors affirmatively vote against any of the
foregoing matters, the proposal must be approved by the holders of at least 75%
of our voting shares entitled to vote thereon.

         Nomination Procedures. Our code of regulations provides that a nominee
for election to our board of directors, other than those nominated by or at the
direction of the board of directors, must be made in writing and delivered or
mailed to our corporate secretary not less than 14 days nor more than 50 days
prior to any meeting of shareholders called for the election of directors.
However, if less than 21 days' notice of the meeting is given to the
shareholders, the nomination must be mailed or delivered to our corporate
secretary not later than the close of business on the seventh day following the
day on which the notice of the meeting was mailed.

         The written notice of a proposed nominee must contain the following
information to the extent known by the notifying shareholder:

         o        the name, age, business address and residence address of the
                  proposed nominee;

         o        the principal occupation of the proposed nominee;

         o        the number of common shares beneficially owned by the proposed
                  nominee and the notifying shareholder; and

         o        any other information required to be disclosed with respect to
                  the nominee for election as a director required by Section
                  14(a) of the Securities Exchange Act of 1934 or any successor
                  provision.

In addition, the notifying shareholder must deliver to Peoples the written
consent of the nominee.

         Control Share Acquisition Act. The Ohio General Corporation Law
provides that certain notice and informational filings, and special shareholder
meeting and voting procedures, must occur prior to any person's acquisition of
an issuer's shares that would entitle the acquirer to exercise or direct the
voting power of the issuer in the election of directors within any of the
following ranges:

         o        one-fifth or more but less than one-third of such voting
                  power;

         o        one-third or more but less than a majority of such voting
                  power; or

         o        a majority or more of such voting power.


                                      -24-





         The Control Share Acquisition Act does not apply to a corporation if
its articles of incorporation or code of regulations so provide. We have not
opted out of the application of the Control Share Acquisition Act.

         Merger Moratorium Statute. Chapter 1704 of the Ohio Revised Code
generally addresses a wide range of business combinations and other transactions
(including mergers, consolidations, asset sales, loans, disproportionate
distributions of property and disproportionate issuances or transfers of shares
or rights to acquire shares) between an Ohio corporation and an "Interested
Shareholder" who, alone or with others, may exercise or direct the exercise of
at least 10% of the voting power of the corporation. The Merger Moratorium
Statute prohibits these transactions between the corporation and the Interested
Shareholder for a period of three years after a person becomes an Interested
Shareholder, unless, prior to the date, the directors approved either the
business combination or other transaction or approved the acquisition that
caused the person to become an Interested Shareholder.

         Following the three-year moratorium period, if applicable, the
corporation may engage in the covered transaction with the Interested
Shareholder only if:

         o        the transaction receives the approval of the holders of
                  two-thirds of all the voting shares and the approval of the
                  holders of a majority of the voting shares held by persons
                  other than an Interested Shareholder; or

         o        the remaining shareholders receive an amount for their shares
                  equal to the highest of the highest amount paid in the past by
                  the Interested Shareholder for the corporation's shares, the
                  "fair market value" of the shares on the dates specified in
                  the statute or the amount that would be due to the
                  shareholders if the corporation were to dissolve.

         The Merger Moratorium Statute does not apply to a corporation if its
articles of incorporation so provide. We have not opted out of the application
of the Merger Moratorium Statute.

TRANSFER AGENT

         Registrar and Transfer Company serves as the transfer agent of our
issued and outstanding common shares. Its address is 10 Commerce Drive,
Cranford, New Jersey 07016 and telephone number is (800) 368-5948.


                                      -25-



                                  UNDERWRITING

         Under the terms and conditions of the underwriting agreement dated the
date of the prospectus, Sandler O'Neill & Partners, L.P., referred to as the
underwriter, has agreed to purchase from us and we have agreed to sell to it,
1,200,000 common shares.

         The underwriting agreement provides that the underwriter is obligated
to purchase all of the common shares in this offering if any are purchased,
other than those covered by the over-allotment option described below.

         We have granted to the underwriter an option, exercisable no later than
30 days after the date of this prospectus, to purchase up to 180,000 additional
common shares at the public offering price, less the underwriting discounts and
commissions set forth on the cover page of this prospectus. To the extent that
the underwriter exercises its option, the underwriter will become obligated, so
long as the conditions of the underwriting agreement are satisfied, to purchase
such additional common shares. We will be obligated to sell these common shares
to the underwriter to the extent the over-allotment option is exercised. The
underwriter may exercise this option only to cover over-allotments made in
connection with the sale of common shares offered by this prospectus.

         The underwriter proposes to offer the common shares directly to the
public at the offering price set forth on the cover page of this prospectus and
to dealers at the public offering price less a concession not in excess of
$_____ per share. The underwriter may allow and the dealers may reallow a
concession not in excess of $______ per share on sales to other dealers. After
the public offering of the common shares, the underwriter may change the
offering price and other selling terms.

         The following table shows the per share and total underwriting
discounts and commissions that we will pay to the underwriter and the proceeds
we will receive before expenses. These amounts are shown assuming both no
exercise and full exercise of the underwriter's over-allotment option to
purchase additional common shares.



                                                                                                         WITH
                                                                   PER             WITHOUT               OVER-
                                                                  SHARE        OVER-ALLOTMENT          ALLOTMENT
                                                                  -----        --------------          ---------
                                                                                                  
Public offering price................................               $                 $                    $
Underwriting discounts and commissions...............
Proceeds, before expenses, to us.....................


         The total expenses of the offering, exclusive of the underwriting
discounts, are estimated at $245,000 and are payable by us.

         The common shares are being offered by the underwriter, subject to
prior sale, when, as and if issued to and accepted by it, subject to approval of
certain legal matters by counsel for the underwriter and other conditions. The
underwriter reserves the right to withdraw, cancel or modify this offer and to
reject orders in whole or in part.


         We, and each of our directors and executive officers, have agreed, for
a period of 180 days after the date of this prospectus, not to sell, offer,
agree to sell, contract to sell, hypothecate, pledge, grant any option to sell,
make any short sale or otherwise dispose of or hedge, directly or indirectly,
any common shares or securities convertible into, exchangeable or exercisable
for any common shares or warrants or


                                      -26-


other rights to purchase our common shares or other similar securities without,
in each case, the prior written consent of Sandler O'Neill & Partners, L.P.
These restrictions are expressly agreed to preclude us, and our executive
officers and directors, from engaging in any hedging or other transaction or
arrangement that is designed to, or which reasonably could be expected to, lead
to or result in a sale, disposition or transfer, in whole or in part, of any of
the economic consequences of ownership of our common shares, whether such
transaction would be settled by delivery of common shares or other securities,
in cash or otherwise. Some of our directors and executive officers may purchase
common shares in this offering although none has committed to do so.


         We have agreed to indemnify the underwriter and persons who control the
underwriter against liabilities, including liabilities under the Securities Act
of 1933, and to contribute to payments that the underwriters may be required to
make for these liabilities.

         The common shares are traded on The Nasdaq National Market under the
symbol "PEBO."

         In connection with this offering, the underwriter may engage in
stabilizing transactions, over-allotment transactions, syndicate covering
transactions and penalty bids.

         o        Stabilizing transactions permit bids to purchase common shares
                  so long as the stabilizing bids do not exceed a specified
                  maximum.


         o        Over-allotment transactions involve sales by the underwriter
                  of common shares in excess of the number of common shares the
                  underwriter is obligated to purchase. This creates a syndicate
                  short position which may be either a covered short position or
                  a naked short position. In a covered short position, the
                  number of common shares over-allotted by the underwriter is
                  not greater than the number of common shares that it may
                  purchase in the over-allotment option. In a naked short
                  position, the number of shares involved is greater than
                  the number of shares in the over-allotment option. The
                  underwriter may close out any short position by exercising its
                  over-allotment option and/or purchasing shares in the open
                  market.

         o        Syndicate covering transactions involve purchases of common
                  shares in the open market after the distribution has been
                  completed in order to cover syndicate short positions. In
                  determining the source of shares to close out the short
                  position, the underwriter will consider, among other things,
                  the price of shares available for purchase in the open market
                  as compared with the price at which it may purchase common
                  shares through exercise of the over-allotment option. If the
                  underwriter sells more common shares than could be covered by
                  exercise of the over-allotment option and, therefore, has a
                  naked short position, the position can be closed out only by
                  buying common shares in the open market. A naked short
                  position is more likely to be created if the underwriter is
                  concerned that after pricing there could be downward pressure
                  on the price of the common shares in the open market that
                  could adversely affect investors who purchase in the offering.


         o        Penalty bids permit the underwriter to reclaim a selling
                  concession from a syndicate member when the common shares
                  originally sold by that syndicate member are purchased in
                  stabilizing or syndicate covering transactions to cover
                  syndicate short positions.

         These stabilizing transactions, syndicate covering transactions and
penalty bids may have the effect of raising or maintaining the market price of
our common shares or preventing or retarding a


                                      -27-



decline in the market price of our common shares. As a result, the price of our
common shares in the open market may be higher than it would otherwise be in the
absence of these transactions. Neither we nor the underwriter make any
representation or prediction as to the effect that the transactions described
above may have on the price of our common shares. These transactions may be
effected on The Nasdaq National Market, in the over-the-counter market or
otherwise and, if commenced, may be discontinued at any time.


         In connection with this offering, the underwriter and any selling group
members who are qualified market makers on The Nasdaq National Market may engage
in passive market making transactions in our common stock on The Nasdaq National
Market in accordance with Rule 103 of Regulation M under the Securities Act.
Rule 103 permits passive market making activity by the participants in our
common stock offering. Passive market making may occur during the [five]
business day[s] before the pricing of our offering, before the commencement of
offers or sales of the common shares. Passive market makers must comply with
applicable volume and price limitations and must be identified as a passive
market maker. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for the security. If all
independent bids are lowered below the bid of the passive market maker, however,
the bid must then be lowered when purchase limits are exceeded. Net purchases by
a passive market maker on each day are limited to a specified percentage of the
passive market maker's average daily trading volume in the common shares during
a specified period and must be discontinued when that limit is reached. The
underwriter and other dealers are not required to engage in passive market
making and may end passive market making activities at any time.

         Sandler O'Neill & Partners, L.P. has provided, and may continue to
provide, financial advisory or investment banking services to us.

                                  LEGAL MATTERS

         The validity of our common shares offered hereby will be passed upon
for us by Vorys, Sater, Seymour and Pease LLP, Columbus, Ohio. Certain matters
in connection with the offering will be passed upon for the underwriters by
Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLC, Chicago, Illinois.

                                     EXPERTS

         Our consolidated financial statements included in our Annual Report on
Form 10-K for the year ended December 31, 2001, have been audited by Ernst &
Young LLP, independent auditors, as set forth in their report thereon included
in our Annual Report and incorporated by reference in this prospectus. These
consolidated financial statements are incorporated by reference in this
prospectus in reliance upon their report given on the authority of Ernst & Young
LLP as experts in accounting and auditing.


                       WHERE YOU CAN FIND MORE INFORMATION

         We are required to comply with the reporting requirements of the
Securities Exchange Act of 1934 and must file annual, quarterly and other
reports with the SEC. We are also subject to the proxy solicitation requirements
of the Securities Exchange Act of 1934 and, accordingly, will furnish audited
financial statements to our shareholders in connection with our annual meetings
of shareholders.

         Any statements made in this prospectus concerning the contents of any
contract, agreement or other document constitute summaries of the material terms
thereof and are not necessarily complete summaries of all of the terms. Some of
these documents have been filed as exhibits to our periodic filings


                                      -28-




with the SEC. Our periodic reports and other information filed with the SEC may
be inspected without charge at the Public Reference Section of the SEC at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549. You can also obtain copies
of filed documents by mail from the public reference section of the SEC at Room
1024, 450 Fifth Avenue, N.W., Washington, D.C. 20549 at prescribed rates. Please
call the SEC at 1-800-SEC-0330 for further information on the operation of the
public reference room. Our filings are also available to the public on the SEC's
website at http://www.sec.gov., which may be accessed from our website at
www.peoplesbancorp.com (each of these uniform resource locators (URLs) is an
inactive textual reference only and is not intended to incorporate the website
into this prospectus). We have filed a registration statement on Form S-3 to
register the common shares to be sold by us in this offering. This prospectus is
part of that registration statement. As allowed by SEC rules, this prospectus
does not contain all the information you can find in the registration statement
or the exhibits to that registration statement.


         Shareholders of Kentucky Bancshares may obtain a free copy of the Form
S-4 and proxy statement/prospectus regarding our proposed acquisition of
Kentucky Bancshares, when it is available, as well as other documents filed by
us with the SEC on the SEC's website. Kentucky Bancshares' shareholders may
also obtain these documents without charge by contacting Charles R. Hunsaker,
Esq., our General Counsel, as described below.

                       DOCUMENTS INCORPORATED BY REFERENCE

         We are "incorporating" certain documents into this prospectus by
reference, which means that we are disclosing important information to you by
referring to documents that contain such information. The information
incorporated by reference is an important part of this prospectus, and
information we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference the documents
listed below that we have previously filed with the SEC:

         o        our Annual Report on Form 10-K for the fiscal year ended
                  December 31, 2001;

         o        our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  March 31, 2002;

         o        our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  June 30, 2002;

         o        our Quarterly Report on Form 10-Q for the fiscal quarter ended
                  September 30, 2002;

         o        our Current Reports on Form 8-K filed with the SEC on January
                  4, 2002, January 22, 2002, February 14, 2002, March 29, 2002,
                  April 22, 2002, May 7, 2002, May 13, 2002, June 18,
                  2002, July 1, 2002, July 3, 2002, July 12, 2002, July 22,
                  2002, August 8, 2002, September 24, 2002, October 8, 2002,
                  October 15, 2002, November 14, 2002 and December 2, 2002; and


         o        the description of our common shares contained in our
                  Registration Statement on Form 8-A filed with the SEC on July
                  20, 1993 (File No. 0-16772), including any amendments or
                  reports filed for the purpose of updating that description.

Later information that we file with the SEC will update and/or supersede this
information. We are also incorporating by reference all documents that we file
with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities
Exchange Act of 1934 after the date of this prospectus and prior to the
termination of the offering of our common shares.



                                      -29-




         Copies of documents incorporated in this prospectus by reference or
other documents referred to in this prospectus may be obtained upon oral or
written request without charge by contacting Charles R. Hunsaker, Esq., our
General Counsel, at the following address and telephone number:


                                            Peoples Bancorp Inc.
                                            138 Putnam Street
                                            Marietta, Ohio 45750
                                            (740) 373-3155


                                      -30-



                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

         The following table sets forth the estimated (except for the Securities
and Exchange Commission registration and NASD filing fees) fees and expenses
payable by the Registrant in connection with the sale and distribution of the
securities registered hereby other than underwriting discounts and commissions:

                                                                                  
          SEC registration fees ...................................................  $   3,587
          Nasdaq additional listing fee............................................      2,000
          NASD filing fee..........................................................      4,399
          Legal fees and expenses..................................................     80,000
          Accountants' fees and expenses...........................................    100,000
          Printing and mailing expenses............................................     25,000
          Blue sky fees............................................................      5,000
          Miscellaneous............................................................  $  25,014
                                                                                     ---------
             Total                                                                   $ 245,000
                                                                                     =========


All of the above fees and expenses will be borne by the Registrant.

ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by a corporation and provides as follows:

                  (E)(1) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed action, suit, or proceeding,
         whether civil, criminal, administrative, or investigative, other than
         an action by or in the right of the corporation, by reason of the fact
         that he is or was a director, officer, employee, or agent of the
         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against expenses, including attorney's fees,
         judgments, fines, and amounts paid in settlement actually and
         reasonably incurred by him in connection with such action, suit, or
         proceeding, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, and, with respect to any criminal action or proceeding, if
         he had no reasonable cause to believe his conduct was unlawful. The
         termination of any action, suit, or proceeding by judgment, order,
         settlement, or conviction, or upon a plea of nolo contendere or its
         equivalent, shall not, of itself, create a presumption that the person
         did not act in good faith and in a manner he reasonably believed to be
         in or not opposed to the best interests of the corporation, and, with
         respect to any criminal action or proceeding, he had reasonable cause
         to believe that his conduct was unlawful.

                  (2) A corporation may indemnify or agree to indemnify any
         person who was or is a party, or is threatened to be made a party, to
         any threatened, pending, or completed

                                      II-1


         action or suit by or in the right of the corporation to procure a
         judgment in its favor, by reason of the fact that he is or was a
         director, officer, employee, or agent of the corporation, or is or was
         serving at the request of the corporation as a director, trustee,
         officer, employee, member, manager, or agent of another corporation,
         domestic or foreign, nonprofit or for profit, a limited liability
         company, or a partnership, joint venture, trust, or other enterprise,
         against expenses, including attorney's fees, actually and reasonably
         incurred by him in connection with the defense or settlement of such
         action or suit, if he acted in good faith and in a manner he reasonably
         believed to be in or not opposed to the best interests of the
         corporation, except that no indemnification shall be made in respect of
         any of the following:

                           (a) Any claim, issue, or matter as to which such
                  person is adjudged to be liable for negligence or misconduct
                  in the performance of his duty to the corporation unless, and
                  only to the extent that, the court of common pleas or the
                  court in which such action or suit was brought determines,
                  upon application, that, despite the adjudication of liability,
                  but in view of all the circumstances of the case, such person
                  is fairly and reasonably entitled to indemnity for such
                  expenses as the court of common pleas or such other court
                  shall deem proper;

                           (b) Any action or suit in which the only liability
                  asserted against a director is pursuant to section 1701.95 of
                  the Revised Code.

                  (3) To the extent that a director, trustee, officer, employee,
         member, manager, or agent has been successful on the merits or
         otherwise in defense of any action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, or in defense of any claim,
         issue, or matter therein, he shall be indemnified against expenses,
         including attorney's fees, actually and reasonably incurred by him in
         connection with the action, suit, or proceeding.

                  (4) Any indemnification under division (E)(1) or (2) of this
         section, unless ordered by a court, shall be made by the corporation
         only as authorized in the specific case, upon a determination that
         indemnification of the director, trustee, officer, employee, member,
         manager, or agent is proper in the circumstances because he has met the
         applicable standard of conduct set forth in division (E)(1) or (2) of
         this section. Such determination shall be made as follows:

                           (a) By a majority vote of a quorum consisting of
                  directors of the indemnifying corporation who were not and are
                  not parties to or threatened with the action, suit, or
                  proceeding referred to in division (E)(1) or (2) of this
                  section;

                           (b) If the quorum described in division (E)(4)(a) of
                  this section is not obtainable or if a majority vote of a
                  quorum of disinterested directors so directs, in a written
                  opinion by independent legal counsel other than an attorney,
                  or a firm having associated with it an attorney, who has been
                  retained by or who has performed services for the corporation
                  or any person to be indemnified within the past five years;

                           (c) By the shareholders;

                                      II-2


                           (d) By the court of common pleas or the court in
                  which such action, suit, or proceeding referred to in division
                  (E)(1) or (2) of this section was brought.

                  Any determination made by the disinterested directors under
         division (E)(4)(a) or by independent legal counsel under division
         (E)(4)(b) of this section shall be promptly communicated to the person
         who threatened or brought the action or suit by or in the right of the
         corporation under division (E)(2) of this section, and, within ten days
         after receipt of such notification, such person shall have the right to
         petition the court of common pleas or the court in which such action or
         suit was brought to review the reasonableness of such determination.

                  (5)(a) Unless at the time of a director's act or omission that
         is the subject of an action, suit, or proceeding referred to in
         division (E)(1) or (2) of this section, the articles or the regulations
         of a corporation state, by specific reference to this division, that
         the provisions of this division do not apply to the corporation and
         unless the only liability asserted against a director in an action,
         suit, or proceeding referred to in division (E)(1) or (2) of this
         section is pursuant to section 1701.95 of the Revised Code, expenses,
         including attorney's fees, incurred by a director in defending the
         action, suit, or proceeding shall be paid by the corporation as they
         are incurred, in advance of the final disposition of the action, suit,
         or proceeding, upon receipt of an undertaking by or on behalf of the
         director in which he agrees to both of the following:

                                    (i) Repay such amount if it is proved by
                           clear and convincing evidence in a court of competent
                           jurisdiction that his action or failure to act
                           involved an act or omission undertaken with
                           deliberate intent to cause injury to the corporation
                           or undertaken with reckless disregard for the best
                           interests of the corporation;

                                    (ii) Reasonably cooperate with the
                           corporation concerning the action, suit, or
                           proceeding.

                           (b) Expenses, including attorney's fees, incurred by
                  a director, trustee, officer, employee, member, manager, or
                  agent in defending any action, suit, or proceeding referred to
                  in division (E)(1) or (2) of this section, may be paid by the
                  corporation as they are incurred, in advance of the final
                  disposition of the action, suit, or proceeding, as authorized
                  by the directors in the specific case, upon receipt of an
                  undertaking by or on behalf of the director, trustee, officer,
                  employee, member, manager, or agent to repay such amount, if
                  it ultimately is determined that he is not entitled to be
                  indemnified by the corporation.

                  (6) The indemnification authorized by this section shall not
         be exclusive of, and shall be in addition to, any other rights granted
         to those seeking indemnification under the articles, the regulations,
         any agreement, a vote of shareholders or disinterested directors, or
         otherwise, both as to action in their official capacities and as to
         action in another capacity while holding their offices or positions,
         and shall continue as to a person who has ceased to be a director,
         trustee, officer, employee, member, manager, or agent and shall inure
         to the benefit of the heirs, executors, and administrators of such a
         person.

                  (7) A corporation may purchase and maintain insurance or
         furnish similar protection, including, but not limited to, trust funds,
         letters of credit, or self-insurance, on behalf of or for any person
         who is or was a director, officer, employee, or agent of the


                                     II-3


         corporation, or is or was serving at the request of the corporation as
         a director, trustee, officer, employee, member, manager, or agent of
         another corporation, domestic or foreign, nonprofit or for profit, a
         limited liability company, or a partnership, joint venture, trust, or
         other enterprise, against any liability asserted against him and
         incurred by him in any such capacity, or arising out of his status as
         such, whether or not the corporation would have the power to indemnify
         him against such liability under this section. Insurance may be
         purchased from or maintained with a person in which the corporation has
         a financial interest.

                  (8) The authority of a corporation to indemnify persons
         pursuant to division (E)(1) or (2) of this section does not limit the
         payment of expenses as they are incurred, indemnification, insurance,
         or other protection that may be provided pursuant to divisions (E)(5),
         (6), and (7) of this section. Divisions (E)(1) and (2) of this section
         do not create any obligation to repay or return payments made by the
         corporation pursuant to division (E)(5), (6), or (7).

                  (9) As used in division (E) of this section, "corporation"
         includes all constituent entities in a consolidation or merger and the
         new or surviving corporation, so that any person who is or was a
         director, officer, employee, trustee, member, manager, or agent of such
         a constituent entity, or is or was serving at the request of such
         constituent entity as a director, trustee, officer, employee, member,
         manager, or agent of another corporation, domestic or foreign,
         nonprofit or for profit, a limited liability company, or a partnership,
         joint venture, trust, or other enterprise, shall stand in the same
         position under this section with respect to the new or surviving
         corporation as he would if he had served the new or surviving
         corporation in the same capacity.

         Article FIVE of Registrant's Code of Regulations governs
indemnification by Registrant and provides as follows:

                  SECTION 5.01. Mandatory Indemnification. The corporation shall
         indemnify any officer or director of the corporation who was or is a
         party or is threatened to be made a party to any threatened, pending or
         completed action, suit or proceeding, whether civil, criminal,
         administrative or investigative (including, without limitation, any
         action threatened or instituted by or in the right of the corporation),
         by reason of the fact that he is or was a director, officer, employee
         or agent of the corporation, or is or was serving at the request of the
         corporation as a director, trustee, officer, employee or agent of
         another corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against expenses
         (including, without limitation, attorneys' fees, filing fees, court
         reporters' fees and transcript costs), judgments, fines and amounts
         paid in settlement actually and reasonably incurred by him in
         connection with such action, suit or proceeding if he acted in good
         faith and in a manner he reasonably believed to be in or not opposed to
         the best interests of the corporation, and with respect to any criminal
         action or proceeding, he had no reasonable cause to believe his conduct
         was unlawful. A person claiming indemnification under this Section 5.01
         shall be presumed, in respect of any act or omission giving rise to
         such claim for indemnification, to have acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the corporation, and with respect to any criminal matter,
         to have had no reasonable cause to believe his conduct was unlawful,
         and the termination of any action, suit or proceeding by judgment,
         order, settlement or conviction, or upon a plea of nolo contendere or
         its equivalent, shall not, of itself, rebut such presumption.

                                      II-4



                  SECTION 5.02. Court-Approved Indemnification. Anything
         contained in the Regulations or elsewhere to the contrary
         notwithstanding:

                           (A) the corporation shall not indemnify any officer
                  or director of the corporation who was a party to any
                  completed action or suit instituted by or in the right of the
                  corporation to procure a judgment in its favor by reason of
                  the fact that he is or was a director, officer, employee or
                  agent of the corporation, or is or was serving at the request
                  of the corporation as a director, trustee, officer, employee
                  or agent of another corporation (domestic or foreign,
                  nonprofit or for profit), partnership, joint venture, trust or
                  other enterprise, in respect of any claim, issue or matter
                  asserted in such action or suit as to which he shall have been
                  adjudged to be liable for acting with reckless disregard for
                  the best interests of the corporation or misconduct (other
                  than negligence) in the performance of his duty to the
                  corporation unless and only to the extent that the Court of
                  Common Pleas of Washington County, Ohio or the court in which
                  such action or suit was brought shall determine upon
                  application that, despite such adjudication of liability, and
                  in view of all the circumstances of the case, he is fairly and
                  reasonably entitled to such indemnity as such Court of Common
                  Pleas or such other court shall deem proper; and

                           (B) the corporation shall promptly make any such
                  unpaid indemnification as is determined by a court to be
                  proper as contemplated by this Section 5.02.

                  SECTION 5.03. Indemnification for Expenses. Anything contained
         in the Regulations or elsewhere to the contrary notwithstanding, to the
         extent that an officer or director of the corporation has been
         successful on the merits or otherwise in defense of any action, suit or
         proceeding referred to in Section 5.01, or in defense of any claim,
         issue or matter therein, he shall be promptly indemnified by the
         corporation against expenses (including, without limitation, attorneys'
         fees, filing fees, court reporters' fees and transcript costs) actually
         and reasonably incurred by him in connection therewith.

                  SECTION 5.04. Determination Required. Any indemnification
         required under Section 5.01 and not precluded under Section 5.02 shall
         be made by the corporation only upon a determination that such
         indemnification of the officer or director is proper in the
         circumstances because he has met the applicable standard of conduct set
         forth in Section 5.01. Such determination may be made only (A) by a
         majority vote of a quorum consisting of directors of the corporation
         who were not and are not parties to, or threatened with, any such
         action, suit or proceeding, or (B) if such a quorum is not obtainable
         or if a majority of a quorum of disinterested directors so directs, in
         a written opinion by independent legal counsel other than an attorney,
         or a firm having associated with it an attorney, who has been retained
         by or who has performed services for the corporation, or any person to
         be indemnified, within the past five years, or (C) by the shareholders,
         or (D) by the Court of Common Pleas of Washington County, Ohio or (if
         the corporation is a party thereto) the court in which such action,
         suit or proceeding was brought, if any; any such determination may be
         made by a court under division (D) of this Section 5.04 at any time
         [including, without limitation, any time before, during or after the
         time when any such determination may be requested of, be under
         consideration by or have been denied or disregarded by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) or by the shareholders under division (C) of
         this Section 5.04]; and no failure for any reason to make any such
         determination, and

                                      II-5


         no decision for any reason to deny any such determination, by the
         disinterested directors under division (A) or by independent legal
         counsel under division (B) or by the shareholders under division (C) of
         this Section 5.04 shall be evidence in rebuttal of the presumption
         recited in Section 5.01. Any determination made by the disinterested
         directors under division (A) or by independent legal counsel under
         division (B) of this Section 5.04 to make indemnification in respect of
         any claim, issue or matter asserted in an action or suit threatened or
         brought by or in the right of the corporation shall be promptly
         communicated to the person who threatened or brought such action or
         suit, and within ten (10) days after receipt of such notification such
         person shall have the right to petition the Court of Common Pleas of
         Washington County, Ohio or the court in which such action or suit was
         brought, if any, to review the reasonableness of such determination.

                  SECTION 5.05. Advances for Expenses. Expenses (including,
         without limitation, attorneys' fees, filing fees, court reporters' fees
         and transcript costs) incurred in defending any action, suit or
         proceeding referred to in Section 5.01 shall be paid by the corporation
         in advance of the final disposition of such action, suit or proceeding
         to or on behalf of the officer or director promptly as such expenses
         are incurred by him, but only if such officer or director shall first
         agree, in writing, to repay all amounts so paid in respect of any
         claim, issue or other matter asserted in such action, suit or
         proceeding in defense of which he shall not have been successful on the
         merits or otherwise:

                           (A) if it shall ultimately be determined as provided
                  in Section 5.04 that he is not entitled to be indemnified by
                  the corporation as provided under Section 5.01; or

                           (B) if, in respect of any claim, issue or other
                  matter asserted by or in the right of the corporation in such
                  action or suit, he shall have been adjudged to be liable for
                  acting with reckless disregard for the best interests of the
                  corporation or misconduct (other than negligence) in the
                  performance of his duty to the corporation, unless and only to
                  the extent that the Court of Common Pleas of Washington
                  County, Ohio or the court in which such action or suit was
                  brought shall determine upon application that, despite such
                  adjudication of liability, and in view of all the
                  circumstances, he is fairly and reasonably entitled to all or
                  part of such indemnification.

                  SECTION 5.06. Article Five Not Exclusive. The indemnification
         provided by this Article Five shall not be exclusive of, and shall be
         in addition to, any other rights to which any person seeking
         indemnification may be entitled under the Articles or the Regulations
         or any agreement, vote of shareholders or disinterested directors, or
         otherwise, both as to action in his official capacity and as to action
         in another capacity while holding such office, and shall continue as to
         a person who has ceased to be an officer or director of the corporation
         and shall inure to the benefit of the heirs, executors, and
         administrators of such a person.

                  SECTION 5.07. Insurance. The corporation may purchase and
         maintain insurance or furnish similar protection, including but not
         limited to trust funds, letters of credit, or self-insurance, on behalf
         of any person who is or was a director, officer, employee or agent of
         the corporation, or is or was serving at the request of the corporation
         as a director, trustee, officer, employee, or agent of another
         corporation (domestic or foreign, nonprofit or for profit),
         partnership, joint venture, trust or other enterprise, against any
         liability asserted against him and incurred by him in any such


                                      II-6


         capacity, or arising out of his status as such, whether or not the
         corporation would have the obligation or the power to indemnify him
         against such liability under the provisions of this Article Five.
         Insurance may be purchased from or maintained with a person in which
         the corporation has a financial interest.

                  SECTION 5.08. Certain Definitions. For purposes of this
         Article Five, and as examples and not by way of limitation:

                           (A) A person claiming indemnification under this
                  Article Five shall be deemed to have been successful on the
                  merits or otherwise in defense of any action, suit or
                  proceeding referred to in Section 5.01, or in defense of any
                  claim, issue or other matter therein, if such action, suit or
                  proceeding shall be terminated as to such person, with or
                  without prejudice, without the entry of a judgment or order
                  against him, without a conviction of him, without the
                  imposition of a fine upon him and without his payment or
                  agreement to pay any amount in settlement thereof (whether or
                  not any such termination is based upon a judicial or other
                  determination of the lack of merit of the claims made against
                  him or otherwise results in a vindication of him); and

                           (B) References to an "other enterprise" shall include
                  employee benefit plans; references to a "fine" shall include
                  any excise taxes assessed on a person with respect to an
                  employee benefit plan; and references to "serving at the
                  request of the corporation" shall include any service as a
                  director, officer, employee or agent of the corporation which
                  imposes duties on, or involves services by, such director,
                  officer, employee or agent with respect to an employee benefit
                  plan, its participants or beneficiaries; and a person who
                  acted in good faith and in a manner he reasonably believed to
                  be in the best interests of the participants and beneficiaries
                  of an employee benefit plan shall be deemed to have acted in a
                  manner "not opposed to the best interests of the corporation"
                  within the meaning of that term as used in this Article Five.

                  SECTION 5.09. Venue. Any action, suit or proceeding to
         determine a claim for indemnification under this Article Five may be
         maintained by the person claiming such indemnification, or by the
         corporation, in the Court of Common Pleas of Washington County, Ohio.
         The corporation and (by claiming such indemnification) each such person
         consent to the exercise of jurisdiction over its or his person by the
         Court of Common Pleas of Washington County, Ohio in any such action,
         suit or proceeding.

         In addition, the Registrant has purchased $10 million of insurance that
insures its directors and officers against certain liabilities which might be
incurred by them in such capacity. The Registrant also maintains fiduciary and
lending liability coverage up to a $7 million limit.











                                      II-7


ITEM 16. EXHIBITS




 EXHIBIT NUMBER                      DESCRIPTION                                      EXHIBIT LOCATION
----------------     -----------------------------------------------     ----------------------------------------------
                                                                   
       1.1           Form of Underwriting Agreement.                     Filed herewith.

       2.1           Agreement and Plan of Merger, dated as of           Incorporated herein by reference to Exhibit 2
                     November 29, 2002, by and between Peoples           to the Registrant's Current Report on Form
                     Bancorp Inc. and Kentucky Bancshares                8-K, dated December 2, 2002 (File No. 0-16772).
                     Incorporated.

       3.1           Amended Articles of Incorporation of Peoples        Incorporated herein by reference to Exhibit
                     Bancorp Inc. (as filed with the Ohio                3(a) to the Registrant's Registration
                     Secretary of State on May 3, 1993).                 Statement on Form 8-B filed July 20, 1993
                                                                         (File No. 0-16772).

       3.2           Certificate of Amendment to the Amended             Incorporated herein by reference to Exhibit
                     Articles of Peoples Bancorp Inc. (as filed          3(a)(2) to the Registrant's Annual Report on
                     with the Ohio Secretary of State on April 22,       Form 10-K for fiscal year ended December 31,
                     1994)                                               1997 (File No. 0-16772) (the "1997 Form
                                                                         10-K").

       3.3           Certificate of Amendment to the Amended             Incorporated herein by reference to Exhibit
                     Articles of Peoples Bancorp Inc. (as filed          3(a)(3) to the Registrant's 1997 Form 10-K.
                     with the Ohio Secretary of State on April 9,
                     1996).

       3.4           Amended Articles of Incorporation of Peoples        Incorporated herein by reference to Exhibit
                     Bancorp Inc. (reflecting amendments through         3(a)(4) to the Registrant's 1997 Form 10-K.
                     April 9, 1996) [For SEC reporting compliance
                     purposes only - not filed with Ohio Secretary
                     of State].

       3.5           Regulations of Peoples Bancorp Inc.                 Incorporated herein by reference to Exhibit
                                                                         3(b) to the Registrant's Registration
                                                                         Statement on Form 8-B filed July 20, 1993
                                                                         (File No. 0-16772).

       4.1           Indenture, dated as of April 20, 1999,              Incorporated herein by reference to Exhibit
                     between Peoples Bancorp Inc. and Wilmington         4.1 to the Registration Statement on Form
                     Trust Company, as Debenture Trustee, relating       S-4 (Registration No. 333-81251) filed on
                     to Junior Subordinated Deferrable Interest          June 22, 1999 by the Registrant and PEBO
                     Debentures.                                         Capital Trust I (the "1999 Form S-4").

       4.2           Amended and Restated Declaration of Trust of        Incorporated herein by reference to Exhibit
                     PEBO Capital Trust I, dated as of April 20,         4.5 to the 1999 Form S-4.
                     1999.

       4.3           Series B Capital Securities Guarantee               Incorporated herein by reference to Exhibit
                     Agreement, dated as of September 23, 1999,          4(i) of the Registrant's Annual Report on
                     between Peoples Bancorp Inc. and Wilmington         Form 10-K for the fiscal year ended December
                     Trust Company, as Guarantee Trustee, relating       31, 1999 (File No. 0-16772).
                     to Series B 8.62% Capital Securities.

       4.4           Indenture, dated as of April 10, 2002,              Incorporated herein by reference to Exhibit
                     between Peoples Bancorp Inc. and Wilmington         4.1 to the Registrant's Form 10-Q for the
                     Trust Company, as Trustee, relating to              quarterly period ended September 30, 2002
                     Floating Rate Junior Subordinated Debt              (File No. 0-16772) (the "September 30, 2002
                     Securities.                                         Form 10-Q").


                                      II-8





 EXHIBIT NUMBER                      DESCRIPTION                                      EXHIBIT LOCATION
----------------     -----------------------------------------------     ----------------------------------------------
                                                                   

       4.5           Amended and Restated Declaration of Trust of        Incorporated herein by reference to Exhibit
                     PEBO Capital Trust II, dated as of April 10,        4.2 to the September 30, 2002 Form 10-Q.
                     2002.

       4.6           Guarantee Agreement, dated as of April 10,          Incorporated herein by reference to Exhibit
                     2002, between Peoples Bancorp Inc. and              4.3 to the September 30, 2002 Form 10-Q.
                     Wilmington Trust Company, as Guarantee
                     Trustee, relating to Floating Rate MMCapSSM
                     Capital Securities.


       5.1           Opinion of Vorys, Sater, Seymour and Pease          Filed herewith.
                     LLP.

      12.1           Statements re Computation of Ratios.                Previously filed.

      23.1           Consent of Ernst & Young LLP, independent           Previously filed.
                     accountants.

      23.2           Consent of Vorys, Sater, Seymour and Pease          Filed herewith.
                     LLP (included in opinion filed as Exhibit 5.1).

      24.1           Powers of Attorney of Directors and Executive       Previously filed.
                     Officers of Peoples Bancorp Inc. authorizing
                     the signing of their names to this
                     Registration Statement and any and all
                     amendments to this Registration Statement and
                     other documents submitted in connection
                     herewith.




ITEM 17.      UNDERTAKINGS.

         (1) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the bona fide offering thereof.

         (2) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by a controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


                                      II-9


         (3)      The undersigned hereby undertakes that:

                  (a) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.

                  (b) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.





                  [Remainder of page intentionally left blank;
                         signatures on following page.]



                                     II-10

                                   SIGNATURES


         Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Pre-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Ohio, on December 4, 2002.


       PEOPLES BANCORP INC.


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




         Pursuant to the requirements of the Securities Act of 1933, this
Pre-Effective Amendment No. 1 to Form S-3 Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.





              Signature                                   Title                               Date
              ---------                                   -----                               ----
                                                                               
 /s/ Robert E. Evans                          President and Chief Executive          December 4, 2002
------------------------------------
 ROBERT E. EVANS                              Officer and Director (Principal
                                              Executive Officer)
*  Carl Baker, Jr.                            Director                               December 4, 2002
------------------------------------
 CARL BAKER, JR.

*  George W. Broughton                        Director                               December 4, 2002
------------------------------------
 GEORGE W. BROUGHTON

*  Frank L. Christy                           Director                               December 4, 2002
------------------------------------
 FRANK L. CHRISTY

*  Wilford D. Dimit                           Director                               December 4, 2002
------------------------------------
 WILFORD D. DIMIT

*  Rex E. Maiden                              Director                               December 4, 2002
------------------------------------
 REX E. MAIDEN

*  Robert W. Price                            Director                               December 4, 2002
------------------------------------
 ROBERT W. PRICE

*  Paul T. Theisen                            Director                               December 4, 2002
------------------------------------
 PAUL T. THEISEN

*  Thomas C. Vadakin                          Director                               December 4, 2002
------------------------------------
 THOMAS C. VADAKIN







              Signature                                   Title                               Date
              ---------                                   -----                               ----
                                                                               
*  Joseph H. Wesel                            Chairman of the Board and Director     December 4, 2002
------------------------------------
 JOSEPH H. WESEL

*  John W. Conlon                             Chief Financial Officer and            December 4, 2002
------------------------------------
 JOHN W. CONLON                               Treasurer (Principal Accounting
                                              Officer)
*  Gary L. Kriechbaum                                                                December 4, 2002
------------------------------------          Controller
 GARY L. KRIECHBAUM



* By Robert E. Evans pursuant to Powers of Attorney executed by the directors
and executive officers listed above, which Powers of Attorney are filed herewith
with the Securities and Exchange Commission.

 /s/ Robert E. Evans
----------------------
Name:  Robert E. Evans
Title: President and Chief Executive Officer and Director




                                INDEX OF EXHIBITS




EXHIBIT NUMBER                      DESCRIPTION                                      EXHIBIT LOCATION
----------------     -----------------------------------------------     ----------------------------------------------
                                                                   
       1.1           Form of Underwriting Agreement.                     Filed herewith.


       2.1           Agreement and Plan of Merger, dated as of           Incorporated herein by reference to Exhibit 2
                     November 29, 2002, by and between Peoples           to the Registrant's Current Report on Form
                     Bancorp Inc. and Kentucky Bancshares                8-K, dated December 2, 2002 (File No. 0-16772).
                     Incorporated.

       3.1           Amended Articles of Incorporation of Peoples        Incorporated herein by reference to Exhibit
                     Bancorp Inc. (as filed with the Ohio                3(a) to the Registrant's Registration
                     Secretary of State on May 3, 1993).                 Statement on Form 8-B filed July 20, 1993
                                                                         (File No. 0-16772).

       3.2           Certificate of Amendment to the Amended             Incorporated herein by reference to Exhibit
                     Articles of Peoples Bancorp Inc. (as filed          3(a)(2) to the Registrant's Annual Report on
                     with the Ohio Secretary of State on April 22,       Form 10-K for fiscal year ended December 31,
                     1994)                                               1997 (File No. 0-16772) (the "1997 Form
                                                                         10-K").

       3.3           Certificate of Amendment to the Amended             Incorporated herein by reference to Exhibit
                     Articles of Peoples Bancorp Inc. (as filed          3(a)(3) to the Registrant's 1997 Form 10-K.
                     with the Ohio Secretary of State on April 9,
                     1996).

       3.4           Amended Articles of Incorporation of Peoples        Incorporated herein by reference to Exhibit
                     Bancorp Inc. (reflecting amendments through         3(a)(4) to the Registrant's 1997 Form 10-K.
                     April 9, 1996) [For SEC reporting compliance
                     purposes only - not filed with Ohio Secretary
                     of State].

       3.5           Regulations of Peoples Bancorp Inc.                 Incorporated herein by reference to Exhibit
                                                                         3(b) to the Registrant's Registration
                                                                         Statement on Form 8-B filed July 20, 1993
                                                                         (File No. 0-16772).

       4.1           Indenture, dated as of April 20, 1999,              Incorporated herein by reference to Exhibit
                     between Peoples Bancorp Inc. and Wilmington         4.1 to the Registration Statement on Form
                     Trust Company, as Debenture Trustee, relating       S-4 (Registration No. 333-81251) filed on
                     to Junior Subordinated Deferrable Interest          June 22, 1999 by the Registrant and PEBO
                     Debentures.                                         Capital Trust I (the "1999 Form S-4").

       4.2           Amended and Restated Declaration of Trust of        Incorporated herein by reference to Exhibit
                     PEBO Capital Trust I, dated as of April 20,         4.5 to the 1999 Form S-4.
                     1999.

       4.3           Series B Capital Securities Guarantee               Incorporated herein by reference to Exhibit
                     Agreement, dated as of September 23, 1999,          4(i) of the Registrant's Annual Report on
                     between Peoples Bancorp Inc. and Wilmington         Form 10-K for the fiscal year ended December
                     Trust Company, as Guarantee Trustee, relating       31, 1999 (File No. 0-16772).
                     to Series B 8.62% Capital Securities.

       4.4           Indenture, dated as of April 10, 2002,              Incorporated herein by reference to Exhibit
                     between Peoples Bancorp Inc. and Wilmington         4.1 to the Registrant's Form 10-Q for the
                     Trust Company, as Trustee, relating to              quarterly period ended September 30, 2002
                     Floating Rate Junior Subordinated Debt              (File No. 0-16772) (the "September 30, 2002
                     Securities.                                         Form 10-Q").







EXHIBIT NUMBER                      DESCRIPTION                                      EXHIBIT LOCATION
----------------     -----------------------------------------------     ----------------------------------------------
                                                                   
       4.5           Amended and Restated Declaration of Trust of        Incorporated herein by reference to Exhibit
                     PEBO Capital Trust II, dated as of April 10,        4.2 to the September 30, 2002 Form 10-Q.
                     2002.

       4.6           Guarantee Agreement, dated as of April 10,          Incorporated herein by reference to Exhibit
                     2002, between Peoples Bancorp Inc. and              4.3 to the September 30, 2002 Form 10-Q.
                     Wilmington Trust Company, as Guarantee
                     Trustee, relating to Floating Rate MMCapSSM
                     Capital Securities.

       5.1           Opinion of Vorys, Sater, Seymour and Pease
                     LLP.                                                Filed herewith.

      12.1           Statements re Computation of Ratios.                Previously filed.

      23.1           Consent of Ernst & Young LLP, independent           Previously filed.
                     accountants.

      23.2           Consent of Vorys, Sater, Seymour and Pease          Filed herewith.
                     LLP (included in opinion filed as Exhibit 5.1).

      24.1           Powers of Attorney of Directors and Executive       Previously filed.
                     Officers of Peoples Bancorp Inc. authorizing
                     the signing of their names to this
                     Registration Statement and any and all
                     amendments to this Registration Statement and
                     other documents submitted in connection
                     herewith.