SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
  CORPORATION FINANCE

        November 25 , 2014

Via E -mail
M. Ryan Kirkham, Esq.
Corporate Counsel
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio

Re:  Peoples Banc orp Inc.
Registration Statement on Form S -4
Filed  November 13 , 2014
File No. 333-199152

Dear Mr. Kirkham :

We have reviewed your registration statement  and have the following comments.
In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter by amendin g your registration statement and
providing the requested information .  If you do not believe our comments apply to your
facts and circumstances or do not believe an amendment is appropriate, please tell us why
in your response.

After reviewing any amendment to your registration statement and the
information you provide in response to these  comments, we may have  additional
comments.

General

1. We acknowledge your response to comment 1 of our letter to you dated October 30,
2014.  Please confirm to the staff that the 53 page Boardbook for The Board of
Directors of Peoples that you provided to us were the only materials transmitted by
any means by any advisors or consultants to  either Board in rendering their decisions.

2. We acknowl edge your response to comment 2 of our letter to you dated October 30,
2014.  As we requested, p lease provide the staff with the following information
referred to in the fairness opinion of Keefe, Bruyette & Woods to the Board of
Directors of NB&T Financia l in Appendix C  or confirm to us that this information is

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
November 25, 2014
Page 2

 contained in the  Boardbook for The Board of Directors of Peoples that you provided
to us :
 “other financial information concerning the businesses of and operations of NBTF
and PEBO furnished to us by  NBTF and PEBO…(page C -2);
 Financial and operating forecasts and projections of NBTF that were prepared by
NBTF management…(page C -2);
 “projected balance sheet and capital data of PEBO (giving effect to the
acquisitions) (page C -2);”
 “estimates regarding c ertain pro forma financial effects of the Transaction on
PEBO (page C -2);” and
  “discussions with senior management of . . . PEBO regarding. . . “future
prospects (page C -3).”

3. We acknowledge your response to comment 3 of our letter to you dated October 3 0,
2014.  Please dis close any and all material nonpublic information that was shared
directly or indirectly with NB&T Financial or any of its advisors or consultants
including Keefe, Bruyette & Woods  including  “projections” for Peoples Bancorp for
fiscal years 2014 through 2019 and  other information conveyed in discussions with
“members of the senior management” of Peoples Bancorp including its CEO and
CFO regarding (as you note in your response letter) “the Company’s prospects, the
Company’s view of NB&T Financial’ s  prospects,  the impact of the merger and other
topics material to its analysis.”   In addition, noting the projections through 2019 for
Peoples and the projections for NBTF reference d on page C -2 under (v), advise the
staff if these projections are consistent with the historical growth of the companies or
revise the Prospectus to briefly discuss if they are not in line with historical growth of
each Company.

Front Cover Page of Pros pectus/Proxy Statement

4. We acknowledge your response to comment 4 of our letter to you dated October 30,
2014.  Please revise the second paragraph to disclose that amount of consideration
being offered for shares of NB&T may be adjusted pursuant to the merger agreement.

Summary, Required vote, page 11

5. We acknowledge your response to comment 11 of our letter to you dated October 30,
2014.  Please clarify in the fourth paragraph to explain how NB&T will vote the
161,000 plus shares for which it acts as  trustee that are not owned by the ESOP.
Noting that 12.9% of NB&T shares held by directors have entered into a voting
agreement, revise to disclose if any voting agreement has been entered into with the
executive officers or any of the 5% holders listed on page 98.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
November 25, 2014
Page 3

 Summary, Interests of directors and executive officers of NB&T Financial in the Merger,
page 13

6. As required by Item 5 of Schedule 14A, and the Instruction to Item 503(a) of
Regulation S -K, please summarize the material interest, direct or in direct, of directors
and executive officers of NB&T Financial including the following:
 disclose the aggregate value of the benefits that will be received  by directors and
executive officers as a consequence of the merger; and
 add bullet points to summari ze the golden parachute payments and the purchase
from executive officers of their stock options, both vested and unvested, for cash.

Background of the Merger, page 45

7. We acknowledge your response to comment 17 of our letter to you dated October 30,
2014.  Clarify on page 49 that you are disclosing the material terms of each of the
three indications of interest as of June 27, 2014.  Disclose on page 50 whether the
Board advised each of the bidders of the material terms of competing bids and
whether the t wo other potential bidders were given an opportunity to increase their
bid in response to People’s indication of interest.  Disclose on page 50 the basis for
the Board’s belief that Peoples common stock “was likely to increase in value to a
greater extent than the stock of other two potential buyers.”

8. We acknowledge your response to comment 18 of our letter to you dated October 30,
2014.  Please revise your discussion on page 51 to disclose basis for the Board’s
belief that  it was “common” to pay all cas h to executives for options where
shareholders were only paid 25 percent in cash and 75 percent in stock.

Interests of NB&T Financial Directors and Officers in the Merger,
page 75

9. We acknowledge your response to comment 19 of our letter to you dated October 30,
2014.  Please revise this section to provide an overview disclosing the aggregate
amount of benefits that will be received as a result of the merger by each of your
executive  officers.  Please revise the section on page 75 entitled “Director
Appointments” to identify those members of the NB&T Board that will be appointed
to the Peoples Board, if known, the aggregate amount of annual compensation and
who determined which b oard members would be appointed.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
November 25, 2014
Page 4

 Fairness Opinion of Keefe Bruyette & Woods to the Board of NB&T Financial Group,
Inc., Appendix C

10. We acknowledge your response to comment 21 of our letter to you dated October 30,
2014.  Please revise page 54 to disclose t hat the Financial Advisor has consented to
use of the opinion in the Prospectus and  delete the last sentence of the first paragraph
of Exhibit 99.1.  Alternatively, disclose the basis for Financial Advisor's belief that
shareholders cannot rely upon the opi nion to support any claims against Financial
Advisor arising under applicable state law (e.g., the inclusion of an express disclaimer
in Financial Advisor's engagement letter with the Company).  Describe any
applicable state -law authority regarding the ava ilability of such a potential defense.
In the absence of applicable state -law authority, disclose that the availability of such a
defense will be resolved by a court of competent jurisdiction. Also disclose that
resolution of the question of the availabil ity of such a defense will have no effect on
the rights and responsibilities of the board of directors under applicable state law.
Further disclose that the availability of such a state -law defense to Financial Advisor
would have no effect on the rights a nd responsibilities of either Financial Advisor or
the board of directors under the federal securities laws.

Form 10 -Q for Fiscal Quarter Ended September 30, 2014

Note 4. Loans, page 14

11. We note your response to comment 22 from our letter dated October 3 0, 2014.  Please
tell us how you determined that the reclassification adjustments between reported
loan categories were deemed to be immaterial both quantitatively and qualitatively to
your financial statements and address the following:
 Explain in furthe r detail the reclassification adjustments and corresponding
reasons for the adjustments you recorded. We note significant fluctuations to
reported amounts recorded within your loan portfolio segments when comparing
Appendix A, as provided in your response,  to your current quarterly allocation of
the allowance for loan losses as disclosed on page 39 of your Form 10 -Q for fiscal
quarter ended September 30, 2014.
 Explain how the reclassification adjustments significantly impacted the amounts
allocated to all  of your loan portfolio segments, with the exception of Deposit
account overdrafts portfolio.
 Explain why you have not reflected these changes in any of your periodic filings
since these reclassification adjustments were identified.
 Explain in further det ail how these significant reallocations to your allowance for
loan losses within your portfolio segments had no impact to your provision for, or
recovery of loan losses for each respective period. We note significant amount
and related percentage changes a s a result of your reclassification adjustments.
 Tell us how you considered whether these significant reclassification adjustments
impacted management’s determination of the effectiveness of both your

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
November 25, 2014
Page 5

 disclosure controls and procedures and internal control s over financial reporting
for each of the impacted periods.

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending regist ration statement please provide  a written statement
from the company acknowledging that:
 should the Commission or the staff, acting pursuant to delegated authority,
declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
 the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
 the company may  not assert staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will
consider a written request for acceleration of the effective date of the registration
statement as confirmation of the fact that those requesting acceleration are aware of their
respective responsibilities under the Securities Act of 19 33 and the Securities Exchange
Act of 1934 as they relate to the proposed public offering of the securities specified in the
above registration statement.  Please allow adequate time  for us to review any
amendment prior to the requested effective date of t he registration statement.

You may contact John A. Spitz at 202 -551-3484 or Amit Pande, Accounting
Branch Chief,  at (202) 551 -3423 if you have questions regarding comments on the
financial statements and related matters .  Please contact Jonathan E. Gottlieb at (202)
551-3416 or me at (202) 551 -3434 with any other questions.

Sincerely,

 /s/ Michael R. Clampitt

Michael R. Clampitt
Senior Attorney