SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D. C. 20549

                            FORM 8-K

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

                      December 16, 2002
--------------------------------------------------------------
Date of Report (Date of earliest event reported)


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

                                     0-16772
                             Commission File Number


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


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


               Registrant's telephone number, including area code:
                                 (740) 373-3155


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


                           Index to Exhibits on Page 3







Item 1.  Changes in Control of Registrant
         Not applicable.

Item 2.  Acquisition or Disposition of Assets
         Not applicable.

Item 3.  Bankruptcy or Receivership
         Not applicable.

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

Item 5.  Other Events and Regulation FD Disclosure
         Peoples Bancorp Inc. (Nasdaq: PEBO) announced the sale of 1,440,000
         common shares. The release is included herewith as Exhibit 99.

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

Item 7.  Financial Statements and Exhibits
         (a) None required
         (b) None required
         (c) Exhibits

Item 8. Change in Fiscal Year
         Not applicable.

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


EXHIBIT NUMBER                      DESCRIPTION
--------------          -------------------------------------
     99                 News Release dated December 16, 2002






                                   SIGNATURES


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



DATE:  December 17, 2002             PEOPLES BANCORP INC.
                                     --------------------
                                     Registrant



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



                                INDEX TO EXHIBITS

Exhibit Number            Description                           Page
--------------            ----------------------------        ---------
99                        News Release issued 12/17/02            4