SecProbe.io

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

DIVISION OF
  CORPORATION FINANCE

        January  26, 201 5

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  January 23 , 201 5
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. Noting that your most re cent financial statements for both companies are as of
September 30, 2014, please add a recent developments section addressing any
material changes  at either company including R esult s of Operation s and Financial
Condition  or stating that there have not been any material developments.

Exhibits

2. As required by Item 601(b)(23), please file consent from BKD, LLP, the auditor of
NB&T Financial Group, Inc.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
January 26, 2015
Page 2

Notwithstanding our comments, in the event you request acceleration of the
effective date of the pending regist ration statement please provide  a wri tten 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 actio n 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 a ssert 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 o f 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 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