SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        December 18, 2014

Via E -mail
M. Ryan Kirkham, Esq.
Corporate Counsel
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750

Re:  Peoples Banc orp Inc.
Registration Statement on Form S -4
Filed  December  9, 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 3 of our letter to you dated November
25, 2014.  As we requested, p lease disclose 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, but not limited
to the following:
 “projec tions” for Peoples Bancorp for fiscal years 2014 through 2019
  “projected balance sheet and capital data of PEBO (giving effect to the
acquisitions) (page C -2);”
 “estimates regarding certain pro forma financial effects of the Transaction on
PEBO (page C -2);” and

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
December 18, 2014
Page 2

   “discussions with senior management of . . . PEBO regarding. . . “future
prospects (page C -3).”

Summary, Required vote, page 11

2. We acknowledge your response to comment 11 of our letter to you dated November
25, 2014.  Please fill in the issuin g in formation in the first paragraph. We note that 33
percent of the outstanding stock of NB&T Financial Group, Inc. is beneficially owned
by five individuals.  Please disclose whether any of these beneficial owners have
indicated their intent or commitme nt to vote to approve the merger.

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

3. Please advise the staff, with a view towards additional disclosure, why the amount
added on page 14 ($5,619,862) does not reconcile to the Table on page 76
($4,894,412).

Fairness Opinion of Raymond James & Associates to the Board of Directors of Peoples
Bancorp Inc., Appendix D
4. The second to last paragraph on page D -3 of the fairness opinion of Raymond James
& Associates to  the Board of Directors of Peoples Bancorp Inc. includes a limitation
on reliance by shareholders (“It is understood that this letter is for the information of
the Board of Directors of the Company (solely in each directors capacity as such) in
evaluating the proposed Transaction . . . . This Opinion may not be reproduced or
used for any other purpose without our prior written consent. . . . “)  Because it is
inconsistent with the disclosures relating to the opinion, the limitation should be
deleted.  Alter natively, disclose the basis for Financial Advisor's belief that
shareholders cannot rely upon the opinion 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 availability of such a potential defense.
In the absence of applicable state -law authority, disclose that the availability of such a
defense will be resolve d by a court of competent jurisdiction. Also disclose that
resolution of the question of the availability 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 and responsibilities of either Financial Advisor or
the board of directors under the federal securities laws.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
December 18, 2014
Page 3

 Exhibit 5. 1 Legal Opinion of Dunsmore & Sh ohl LLP to the Board of Peoples Bancorp
Inc.

5. Consistent with Item 601(b)(5)(i) of Regulation S -K please  delete the limitation on
reliance by shareholders in the last paragraph of the legal opinion of Dunsmore &
Shohl LLP to the Board of Peoples Bancorp In c. (“Except in connection with the
Registration Statement as aforesaid, no portion of this opinion may be quoted or
otherwise used by any person without our prior written consent. ”).

Exhibit 99.2 Consent of Raymond James

6. As required by Item 601(b)(23 ) of Regulation S -K, please file a consent that is dated.
Please delete your statement that: ”we … disclaim that we come within the category
of persons whose consent is required under Section  7 of the Securities Act of 1933, as
amended, or the Rules and R egulations of the Securities and Exchange Commission
thereunder.”

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 acknowle dging 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 1933 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 the registration statement.

You may conta ct 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

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
December 18, 2014
Page 4

 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