SecProbe.io

CORRESP
 1
 filename1.htm

 CORRESP

 PEOPLES BANCORP INC.
 138 Putnam Street
 Marietta, Ohio 45750
 (740) 376-7574
 June 12, 2026 VIA EDGAR
 U.S. Securities and Exchange Commission Division of Corporation
Finance Office of Finance 100 F Street, N.E.
 Washington, D.C. 20549 Attention: Robert Arzonetti

 Re:

 Peoples Bancorp Inc. Registration
Statement on Form S-4, as amended on June 12, 2026
 File No. 333-296361
 Dear Mr. Arzonetti:
 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Peoples Bancorp Inc. (the
“Registrant”) hereby respectfully requests that the effectiveness under the Securities Act of the above-captioned Registration Statement on Form S-4 (the “Registration
Statement”) be accelerated to, and that the Registration Statement be declared effective on, Tuesday, June 16, 2026, at 4:00 p.m., Eastern time, or as soon thereafter as practicable.
 The Registrant requests that notification of such declaration of effectiveness be made to Anthony D. Weis of Vorys, Sater, Seymour and Pease
LLP, our outside counsel, by telephone at (614) 464-5465 or via e-mail at adweis@vorys.com .

 Sincerely,

 Peoples Bancorp Inc.

 By:  /s/ M. Ryan
Kirkham           

     M. Ryan Kirkham

     Executive Vice President, General Counsel

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2026

Tyler Wilcox
Chief Executive Officer
Peoples Bancorp Inc.
138 Putnam Street
Marietta, OH 45750

 Re: Peoples Bancorp Inc.
 Registration Statement on Form S-4
 Filed May 29, 2026
 File No. 333-296361
Dear Tyler Wilcox:
 This is to advise you that we have not reviewed and will not review your
registration
statement.
 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you that
the company and its management are responsible for the accuracy and adequacy of
their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.
 Please contact Robert Arzonetti at 202-551-8819 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Anthony D. Weis
</TEXT>
</DOCUMENT>

October 8, 2024
Kathryn Bailey
Chief Financial Officer
Peoples Bancorp Inc.
138 Putnam Street, PO Box 738
Marietta, OH 45750
Re:Peoples Bancorp Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-16772
Dear Kathryn Bailey:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

 PEBO Supplemental Response to SEC Comment

October 4, 2024

VIA EDGAR
Ms. Katharine Garrett
Mr. John Nolan
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:	Peoples Bancorp Inc.
	Form 10-K for Fiscal Year Ended December 31, 2023
	Filed February 28, 2024
File No. 000-16772

Dear Ms. Garrett and Mr. Nolan:

This letter is submitted on behalf of Peoples Bancorp Inc. (the Company) in response to the comment received from the staff (the Staff) of the Securities and Exchange Commission (the SEC), by letter dated September 9, 2024, related to the Companys disclosure of pre-provision net revenue per common share diluted and pre-provision net revenue to total average assets in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and in certain current reports (and earnings releases included therein) previously filed by the Company with the SEC.

On September 20, 2024, the Company submitted a response letter to the Staff.  Subsequent to submission of its response letter, representatives of the Company had a conference call with the Staff on September 27, 2024.  Based on the Companys further discussions with the Staff, and after consideration of the additional views and interpretations shared by the Staff during the conference call, the Company confirms that it will not include pre-provision net revenue per common share diluted or pre-provision net revenue to total average assets as financial measures in its future filings.

Notwithstanding the forgoing, as discussed with the Staff, the Company may continue to disclose these financial measures, if applicable, in the discussion of the Companys performance goals and targets for incentive compensation to executive officers in the Compensation Discussion & Analysis included in the Companys proxy statements, subject to compliance with applicable rules, regulations and interpretations, including Instruction 5 to Item 402(b) of Regulation S-K and Question 108.01 of the Compliance and Disclosure Interpretations of the Division of Corporation Finances Compliance & Disclosure Interpretations on Non-GAAP financial Measures.

* * *

The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any additional questions or require any further information with respect to this response, please contact the undersigned by telephone at (740) 376-7138 or by email at Kathryn.Bailey@pebo.com.

Very truly yours,

Kathryn Bailey
Chief Financial Officer

CORRESP
1
filename1.htm

 PEBO SEC comment letter response

September 20, 2024

VIA EDGAR
Ms. Katharine Garrett
Mr. John Nolan
Division of Corporation Finance
Office of Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:	Peoples Bancorp Inc.
	Form 10-K for Fiscal Year Ended December 31, 2023
	Filed February 28, 2024
File No. 000-16772

Dear Ms. Garrett and Mr. Nolan:

This letter is submitted on behalf of Peoples Bancorp Inc. (the Company) in response to the comments received from the staff (the Staff) of the Securities and Exchange Commission, by letter dated September 9, 2024, related to the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2023.  For convenience, the Company has set forth below the Staffs comment followed by the Companys response.

Form 10-K for Fiscal Year Ended December 31, 2023
Item 7 Managements Discussion and Analysis of Financial Condition and Results of Operations, page 48

1.	We note your disclosure on page 58 of pre-provision net revenue per common share diluted and pre-provision net revenue to total average assets.  We also note that these measures are presented in certain of your current reports, such as your news release included in Form 8-K on July 23, 2024.  Please tell us how you determined that these measures do not represent individually tailored accounting measures.  Refer to Question 100.04 of the Division of Corporation Finances Compliance & Disclosure Interpretations on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.

Company Response:

For the reasons described below, the Company believes that these non-US GAAP financial measures pre-provision net revenue per common share diluted and pre-provision net revenue to total average assets are permissible non-GAAP financial measures since they do not have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP and, therefore, do not represent individually tailored accounting measures, under applicable rules, regulations and interpretations.

Pre-provision net revenue (PPNR) is a component of, and the numerator in, each of these non-US GAAP financial measures.  PPNR is a non-GAAP financial measure that is defined as net interest income plus total non-interest income, excluding all gains and losses, minus total non-interest expense.  PPNR is a key measure that is widely used throughout the banking industry.  In particular, PPNR is used by the Federal Reserve and other federal and state bank regulatory agencies when assessing the capital adequacy of certain financial institutions because it provides a measure of an institutions net revenues available to absorb losses, including credit losses.  Additionally, PPNR is widely reported by other companies within the banking industry, including many of the companies within the Companys peer group.

Pre-provision net revenue per common share diluted and pre-provision net revenue to total average assets are calculated by dividing PPNR by the Companys weighted-average common shares outstanding (diluted) and the Companys total average assets, respectively, which are both GAAP measures. These financial measures are disclosed by the Company, as a complement to the Companys disclosure of PPNR, because the Company believes they provide valuable, supplemental information to investors.  In particular, because these financial measures isolate the impact arising from the provision for credit losses and certain gains and losses, which are non-cash and/or non-recurring, they allow investors to more effectively compare the Companys core financial performance and results between reporting periods and also enhance comparability with the Companys peer group.  These financial measures are also reported by other financial institutions, including certain of the Companys peers.  Additionally, pre-provision net revenue to total average assets is reported by analysts that cover the Company and its peers.
The Company does not believe that these non-GAAP financial measures, or the adjustments included in the financial measures, represent individually tailored accounting measures as outlined in Question 100.04 of the Compliance and Disclosure Interpretations of the Division of Corporation Finances Compliance & Disclosure Interpretations on Non-GAAP Financial Measures (the CD&Is).  Question 100.04 of the CD&Is describes three examples of measures the Staff considers to be individually tailored.  These examples all involve the use of alternative recognition or measurement principles.  However, neither pre-provision net revenue per common share diluted nor pre-provision net revenue to total average assets includes any adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP.  In particular, the adjustments included in these financial measures, which consist solely of adjustments for the provision for credit losses and for net gains and losses on other real estate owned, investments and other assets, do not (1) change the pattern of recognition, such as accelerating or decelerating the recognition of revenue, (2) present a non-GAAP measure of revenue that inappropriately nets or grosses up revenue, or (3) change the timing of revenue recognition from an accrual basis to a cash or modified basis.
Based on the foregoing, the Company believes that both pre-provision net revenue per common share diluted and pre-provision net revenue to total average assets are permissible non-GAAP financial measures and do not represent individually tailored accounting measures under applicable rules, regulations and interpretations.

* * *

The Company acknowledges that the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the Staff.

If you have any additional questions or require any further information with respect to this response, please contact the undersigned by telephone at (740) 376-7138 or by email at Kathryn.Bailey@pebo.com.

Very truly yours,

Kathryn Bailey
Chief Financial Officer

September 9, 2024
Kathryn Bailey
Chief Financial Officer
Peoples Bancorp Inc.
138 Putnam Street, PO Box 738
Marietta, OH 45750
Re:Peoples Bancorp Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 000-16772
Dear Kathryn Bailey:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended December 31, 2023
Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 48
1.We note your disclosure on page 58 of "pre-provision net revenue per common share –
diluted" and “pre-provision net revenue to total average assets.” We also note that these
measures are presented in certain of your current reports, such as your news release
included in Form 8-K on July 23, 2024. Please tell us how you determined that these
measures do not represent individually tailored accounting measures. Refer to Question
100.04 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures and Rule 100(b) of Regulation G.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

September 9, 2024
Page 2
            Please contact Katharine Garrett at 202-551-2332 or John Nolan at 202-551-3492 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

Acceleration Request

 Peoples Bancorp Inc.

138 Putnam Street

 P.O. Box 738

 Marietta, Ohio 45750-0738

 January 6,
2023

 VIA EDGAR

 Robert Arzonetti

The Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 Division of Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 Peoples Bancorp Inc.

Registration Statement on Form S-4, As Amended on January 6, 2023

File No. 333-268728

Dear Mr. Arzonetti:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 9:00 a.m., Eastern time, on January 10, 2023, or as soon thereafter as practicable.

 Please
contact David Lavan, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (202) 372-9122 with any questions you may have concerning this letter, or if you require any additional information.
Please notify Mr. Lavan when this request for acceleration of effectiveness of the Registration Statement has been granted.

Very truly yours,

Peoples Bancorp Inc.

By:

 /s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham

Title:

Executive Vice President, General Counsel

United States securities and exchange commission logo
December 13, 2022
Charles W. Sulerzyski
President and Chief Executive Officer
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750-0738
Re:Peoples Bancorp Inc.
Registration Statement on Form S-4
Filed December 9, 2022
File No. 333-268728
Dear Charles W. Sulerzyski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Robert Arzonetti at (202) 551-8819 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance
cc:       Christian Gonzalez

CORRESP
1
filename1.htm

CORRESP

 Peoples Bancorp Inc.

138 Putnam Street

 Marietta, Ohio
45750

 May 27, 2021

 VIA EDGAR

David Lin

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 Division of Corporate
Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
 Peoples Bancorp Inc.

Registration Statement on Form S-4, As Amended on May 28, 2021

File No. 333-256040

Dear Mr. Lin:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 3:00 p.m., Eastern time, on June 1, 2021, or as soon thereafter as practicable.

 Please
contact Christian Gonzalez, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (614) 628-6921 with any questions you may have concerning this letter, or if you require any additional
information. Please notify Mr. Gonzalez when this request for acceleration of effectiveness of the Registration Statement has been granted.

 Very truly yours,

 Peoples Bancorp Inc.

By:

 /s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham

Title:

Executive Vice President, General Counsel

United States securities and exchange commission logo
May 18, 2021
Charles Sulerzyski
President and Chief Executive Officer
Peoples Bancorp Inc.
138 Putnam Street
Marietta, OH 45750
Re:Peoples Bancorp Inc.
Registration Statement on Form S-4
Filed May 12, 2021
File No. 333-256040
Dear Mr. Sulerzyski:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Lin at 202-551-3552 with any questions.
Sincerely,
Division of Corporation Finance
Office of Finance

CORRESP
1
filename1.htm

		Document

Peoples Bancorp Inc.

138 Putnam Street

Marietta, Ohio 45750

December 20, 2018

VIA EDGAR

David Gessert

Division of Corporation Finance

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Re:    Peoples Bancorp Inc.

Registration Statement on Form S-4

Filed December 11, 2018, As Amended on December 20, 2018

File Number 333-228745

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned Registration Statement be accelerated to 4:15 p.m., Eastern time, on December 21, 2018, or as soon thereafter as practicable.

Please notify Christian Gonzalez, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (614) 628-6921 as soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Peoples Bancorp Inc.

By:   /s/ M. Ryan Kirkham

Name: M. Ryan Kirkham

Title: General Counsel & Corporate Secretary

December 13, 2018
M. Ryan Kirkham, Esq.
General Counsel & Corporate Secretary
Peoples Bancorp Inc.
138 Putnam Street
Marietta, OH 47750
Re:Peoples Bancorp Inc.
Registration Statement on Form S-4
Filed December 11, 2018
File No. 333-228745
Dear Mr. Kirkham, Esq.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact David Gessert at 202-551-2326 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
filename1.htm

		Document

PEOPLES BANCORP INC.

138 Putnam Street

P. O. Box 738

Marietta, Ohio  45750

(740) 373-3155

August 20, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Erin Purnell, Staff Attorney

Office of Financial Services

Re:     Peoples Bancorp Inc.

Registration Statement on Form S-3 (File No. 333-226470)

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Peoples Bancorp Inc. (the “Registrant”) hereby respectfully requests that the effectiveness of the above-captioned Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Thursday, August 23, 2018, at 4:00 p.m., Eastern Daylight Savings Time, or as soon thereafter as practicable.

In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges that:

•

 the Registrant is aware of the Registrant’s obligations under the Securities Act;

•

 should the Securities and Exchange Commission (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 Registrant and/or the Registrant’s management from their full responsibility for the adequacy and accuracy of the disclosures of the Registrant in the filing; and

•

 the Registrant may not assert staff comments (or the absence thereof) 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 advise Elizabeth (“Betsy”) Turrell Farrar of Vorys, Sater, Seymour and Pease LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-5607, by facsimile at (614) 719-4708 or by e-mail at etfarrar@vorys.com.

Very truly yours,

/s/  M. Ryan Kirkham

M. Ryan Kirkham

General Counsel and Corporate Secretary

August 8, 2018
Ryan Kirkham
General Counsel
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750
Re:Peoples Bancorp Inc.
Registration Statement on Form S-3
Filed August 1, 2018
File No. 333-226470
Dear Mr. Kirkham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Purnell, Staff Attorney, at (202) 551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Financial Services

CORRESP
1
filename1.htm

CORRESP

 Peoples Bancorp Inc.

138 Putnam Street

 Marietta, Ohio
45750

 January 22, 2018

 VIA
EDGAR

 David Gessert

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
Peoples Bancorp Inc.

 Registration Statement on Form
S-4

 Filed December 14, 2017, As Amended on January 19, 2018

File Number 333-222054

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 4:15 p.m., Eastern time, on January 23, 2018, or as soon thereafter as practicable.

 Please
notify J. Eric Quinn, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (513) 977-8606 as soon as possible as to the time the Registration Statement has been declared effective pursuant to
this acceleration request.

Peoples Bancorp Inc.

By:

 /s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham

Title:

General Counsel & Corporate Secretary

CORRESP
1
filename1.htm

		Document

June 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Era Anagnosti, Legal Branch Chief – Office of Financial Services

Joshua Dilk, Staff Attorney

Re:     Peoples Bancorp Inc.
        Registration Statement on Form S-3 (File No. 333-211637)

Ladies and Gentlemen:

Peoples Bancorp Inc. (the “Registrant”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, June 3, 2016, or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant 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 advise Adam L. Miller of Vorys, Sater, Seymour and Pease LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-6250 or by facsimile at (614) 719-5186.

Very truly yours,

/s/ M. Ryan Kirkham, Esq.

M. Ryan Kirkham

Senior Vice President and General Counsel

CORRESP
1
filename1.htm

		Document

June 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Era Anagnosti, Legal Branch Chief – Office of Financial Services

Joshua Dilk, Staff Attorney

Re:     Peoples Bancorp Inc.
        Registration Statement on Form S-3 (File No. 333-211637)

Ladies and Gentlemen:

Please withdraw the first acceleration request submitted on June 1, 2016 by Peoples Bancorp Inc. with respect to the above-referenced Registration Statement.

Very truly yours,

/s/ M. Ryan Kirkham, Esq.

M. Ryan Kirkham

Senior Vice President and General Counsel

CORRESP
1
filename1.htm

		Document

June 1, 2016

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:

 Era Anagnosti, Legal Branch Chief – Office of Financial Services

Joshua Dilk, Staff Attorney

Re:     Peoples Bancorp Inc.
        Registration Statement on Form S-3 (File No. 333-211637)

Ladies and Gentlemen:

Peoples Bancorp Inc. (the “Registrant”), pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, hereby respectfully requests that the effectiveness of the above-referenced Registration Statement be accelerated to, and that such Registration Statement be declared effective on, Friday, June 3, 2016 at 9:00 A.M., or as soon thereafter as practicable.

In connection with the above request, the Registrant hereby acknowledges that:

•

 should the Securities and Exchange Commission (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 Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Registrant 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 advise Adam L. Miller of Vorys, Sater, Seymour and Pease LLP, our outside counsel, of the effectiveness of the Registration Statement by telephone at (614) 464-6250 or by facsimile at (614) 719-5186.

Very truly yours,

/s/ M. Ryan Kirkham, Esq.

M. Ryan Kirkham

Senior Vice President and General Counsel

Mail Stop 4710

May 31, 2016

Mr. M. Ryan Kirkham , Esq.
Senior Vice President and General Counsel
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750 -0738

Re: Peoples Bancorp Inc.
  Registration Statement on Form S-3
Filed  May 26, 2016
  File No.  333-211637

Dear Mr. Kirkham :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 wit h 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 th e 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.

Mr. M. Ryan Kirkham , Esq.
Peoples Bancorp Inc.
May 26, 2016
Page 2

 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 registered securities .

Please  contact Joshua Dilk, Staff Attorney,  at (202) 551 -3427  with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services

cc: Elizabeth Turrell Farrar, Esq.

Mail Stop 4720

August 17, 2015

Via E -mail
M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH  45750

Re: Peoples Bancorp Inc.
  Regis tration Statement on Form S -3
Filed August 12, 2015
  File No. 333-206322

Dear Mr. Kirkham :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

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 wit h 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 th e 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.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
August 17, 2015
Page 2

 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 registered securities.

Please  contact David Lin, Staff Attorney,  at (202) 551 -3552 with any questions.

Sincerely,

 /s/ Era Anagnosti

Era Anagnosti
Legal Branch Chief
Office of Financial Services I

cc: Elizabeth Turrell Farrar, Esq.

CORRESP
1
filename1.htm

Acceleration Request

 Peoples Bancorp, Inc.

138 Putnam Street

 Marietta, Ohio
45750

 January 27, 2015

 VIA EDGAR

 Michael R. Clampitt

 Division of Corporation
Finance

 U.S. Securities and Exchange Commission

 Division of
Corporate Finance

 100 F Street NE

 Washington, D.C. 20549

Re:
Peoples Bancorp Inc.

 Registration Statement on Form S-4

Filed October 3, 2014, As Amended on November 11, 2014, December 9, 2014, January 5,
2015, January 23, 2015 and January 27, 2015

 File Number 333- 199152

Ladies and Gentlemen:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Peoples Bancorp Inc., an Ohio corporation (the “Registrant”), hereby requests that the effectiveness under the Securities Act of 1933, as amended, of the above-captioned
Registration Statement be accelerated to 4:00 p.m. Eastern time, on January 27, 2015, or as soon thereafter as practicable. In connection with the foregoing request for acceleration of effectiveness, the Registrant hereby acknowledges the
following:

•

neither the Registrant nor NB&T Financial Group, Inc. has experienced an adverse material change to their results of operations and financial condition since September 30, 2014, the date of most recent
financial information included in the Registration Statement;

•

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 notify David J. Lavan, Esq. of Dinsmore & Shohl LLP, counsel to the Registrant, at (202) 372-9122 as
soon as possible as to the time the Registration Statement has been declared effective pursuant to this acceleration request.

Peoples Bancorp Inc.

By:

 /s/ M. Ryan Kirkham

Name:

M. Ryan Kirkham, Esq.

Title:

Corporate Counsel

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

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

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

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

DIVISION OF
  CORPORATION FINANCE

        October 30, 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  October  3, 2014
File No. 333-199152

Form 10 -Q for Fiscal Quarter Ended September 30, 2014
Filed October 23, 2014
File No. 000-16772

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 amending your registration statement and
providing the requested information .  If you do not believe our comments apply to your
facts and circumstances or do not bel ieve 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. Please provide the Board presentation materials to the staff.

2. Please 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 Financial in
Appendix C:
 “other financi al information concerning the businesses of and operations of NBTF
and PEBO furnished to us by NBTF and PEBO… ” (page C -2);

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 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 certain pro forma financial effects of the Transaction on
PEBO (page C -2);” and
  “discussions with senior management of . . . PEBO regarding. . . “future
prospec ts (page C -3).”

3. Please provide the staff with the following information referred to in the fairness
opinion of Raymond James to the Board of Directors of Peoples Bancorp in
Appendix D:
 the “projections” for Peoples Bancorp for years ending 2019 (page D -1); and
 discussions with “members of the senior management” of Peoples Bancorp (page
D-1).

Front Cover Page of Prospectus/Proxy Statement

4. Please revise the second paragraph to disclose the approximate aggregate amount of
consideration being offered for NB&T.

5. Please add a separate paragraph disclosing that shareholders of NB&T Financial
Group have dissenters rights under Ohio state law entitling them to the fair cash value
of their shares provided they comply with each and every requirement under Ohio
law, which are strictly applied.

Questions and Answers, page 1

6. Revise the last Q&A on page 2 to indicate, if any, the number of shares committed to
vote in favor of the merger for both entities.

7. Revise the last Q&A on page 4 to include the word “diss enters” in the caption and
add to the narrative the complete address where such demands are to be mailed.  In
addition, disclose that dissenters must not vote in favor of the merger or return an
unmarked proxy card.

8. Revise the last Q&A to add to the narr ative that NBTF dissenters must either vote
against the merger or not return a proxy card and must mail their dissent to the
Company prior to the vote.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 3

 Summary, What NB&T Financial shareholders will receive in the Merger, page 9

9. Please revise this s ection as follows:
 summarize the “certain circumstances” under which the consideration offered in
the merger will be adjusted ;
 disclos e the post -merger ownership of P eoples to be held by NBTF shareholders;
and
 disclose that dividend per share will drop from $1.20 for each share of NB&T
common stock to $0.54 for each share of Peoples common stock.

Summary, What holders of NB&T Stock Options will receive in the Merger, page 9

10. Please revise this section as follows:
 disclose the approximate aggregate purchase price  that is being paid to holders of
stock options;
 quantify number and percent of stock options held by directors and management
and the number and percent of stock options held by others;
 disclose the average exercise price per share; and
 disclose the number of options that are vested and the number that are not vested.

Summary, Required vote, page 10

11. Please revise this section as follows:
 disclose whether any beneficial owners of Peoples have made a commitment to
vote to approve the merger ; and
 disclose , for each entity, the number of shares  that you act as trustee for  or
otherwise control how those shares will be voted ; and
 disclose the number and percentage of non-committed  shares that you need to
vote in favor of the merger.

Summary,  Dissenters’ Rights, page 13

12. Please revise the disclosure here and on page 43 to state whether a security holder's
failure to vote against the merger will constitute a waiver of his dissenters’ rights .

Summary, Certain Differences in shareholder rights,  page 13

13. Please summarize the “certain differences” between the rights of shareholders of
NB&T Financial  and the rights of shareholders of Peoples.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 4

 Risk Factors, page 28

14. As required by Item 503(c) of Regulation S -K, please add a statement to the effect
that this section is “a discussion of the most significant factors that make the offering
speculative or risky.”

15. Please consider adding a risk factor relating to merger r esulting in further
concentration of loans in real estate in the state of Ohio including but not limited to
the following:
  quantify the amount and percentage of the merged bank’s loan portfolio in real
estate;
 quantify the amount and percentage of the me rged bank ’s loan portfolio in
commercial real estate;
 discuss particular risks associated with commercial real estate loans; and
 discuss whether the extent to which the risks are elevated because of the limited
geographical area in which the real estate is located.

16. Please revise the risk factor relating to integrating the operations, on the bottom of
page 28, to include discussion of the fact that this is your fourth acquisition of 2014
and there is a risk that you will have difficulty integrating the o perations of four
banks within one year.

Background of the Merger, page 44

17. Please revise your discussion on pages 47 -48 to provide more detail regarding the
terms of each of the three final indications of interest and the difference between
them, includ ing the aggregate purchase price in each indication of interest.  Revise
the last paragraph on page 47 to identify in the first sentence which bid of stock and
cash was People’s and in the last line on page 47 what price per share was People’s.
Please rev ise the paragraph on page 48 to clearly explain the reasons why the Board
rejected the other two indications of interest.

18. Please revise your discussion on pages 47 - 49 to provide more detail regarding the
negotiations over the terms of the transaction rel ating to directors and employees and
the NB&T’s Boards reasons for seeking various provisions.  Explain why
shareholders will receive mostly stock of Peoples and some cash but holders of stock
options will receive all cash.  Explain why the Board sought to  pay cash to employees
for unvested unexercised options.

Interests of NB&T Financial Directors and Officers in the Merger, page 72

19. Please revise this section to disclose any new employment agreements and the
amount of annual compensation the term of each  agreement.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 5

 Material U.S. Federal Income Tax Consequences of the Merger, page 75

20. Please revise the first paragraph to state that the tax opinion from Vorys has been
filed as an Exhibit and the following narrative is a summary of that opinion.  In
addition, delete the sentence in bold that appears as the last sentence on page 75.  See
Section III.C.3.of Staff Legal Bulletin 19.

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

21. The first full para graph on page 5 of the fairness opinion of Keefe Bruyette & Woods
to the Board of NB&T Financial Group, Inc. includes a limitation on reliance by
shareholders (“This opinion is letter is for the information of and is directed to, the
Board. . . .  . This o pinion is not to be used for any other purpose….”).  Because it is
inconsistent with the disclosures relating to the opinion, the limitation should be
deleted.  Alternatively, 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 regar ding 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 resolved 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.

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

Note 4. Loans, page 14

22. We note from your changes in the allowance for loan losses table for the nine-months
ended September  30, 2014 that you recorded a recovery of loan losses for the
commercial real estate loans portfolio totaling $3. 7 million. We understand from your
disclosure on page 40 that $500 thousand of this amount represents recovery on a
single previously charged -off commercial real estate loan during the third quarter of
2014. The remainder of this  reversal appears to have been recorded during your fiscal
quarter ended June 30, 2014. Please tell us and revise your future filings to
comprehensively discuss the reasons for this reversal to the provision, all of which
appears to be reflected as a reduction to your allowance for loan losses collectively
evaluated for impairment.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 6

 Selected Financial Dat a, page 22

23. We note your presentation of the asset quality ratios here and in other parts of your
filing which appear to have been impacted by the accounting treatment for loans
acquired in recent acquisitions , in which these loans were recorded at fair va lue with
no carryover of the allowance for loan losses. We also note several acquisitions that
have been announced during 2014 which would result in a significant increase to your
loan portfolio. Considering the significant impact that your acquisitions an d related
acquisition accounting have on your credit quality ratios and trends, please revise
your MD&A in future filings to quantif y the impact , specifically identify the credit
ratios and trends most impacted, and discuss their comparability between repo rting
periods or with other institutions not similarly impacted by purchase accounting.

Allowance for Loan Losses, page 39

24. We note from the allocation of allowance for loan losses table that there have been
significant fluctuations within the allocation , especially from  March 31, 2014  to June
30, 2014, relating to commercial real estate , residential real estate, and consumer
loans. Please tell us and revise your future filings to comprehensively explain the
reasons for any significant fluctuations  in the  allocation of the allowance for loan
losses . In that regard, it will be useful to include columnar information about the
percent of loans in each category to total loans given the noted growth in your loan
portfolio.

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 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.

M. Ryan Kirkham, Esq.
Peoples Bancorp Inc.
October  30, 2014
Page 7

 You may contact Joh n 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 Clampitt

Michael Clampitt
Senior Staff Attorney

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

      DIVISION OF
CORPORATION FINANCE

Mail Stop 4561         December 1, 2008

Edward G. Sloane Chief Financial Officer and Treasurer Peoples Bancorp Inc. 138 Putnam Street P.O. Box 738 Marietta, OH 45750

Re: Peoples Bancorp Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed November 13, 2008
 File No. 000-16772

Dear Mr. Sloane:

We have completed our review of your Preliminary Proxy Statement on Schedule 14A
and have no further comments at this time.
Sincerely,

Kathryn McHale Staff Attorney

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

      DIVISION OF
CORPORATION FINANCE

Mail Stop 4561         November 20, 2008

Via U.S. Mail and Facsimile to (740) 374-9349

Edward G. Sloane Chief Financial Officer and Treasurer Peoples Bancorp Inc. 138 Putnam Street P.O. Box 738 Marietta, OH 45750

Re: Peoples Bancorp Inc.
 Preliminary Proxy Statement on Schedule 14A
Filed November 13, 2008
 File No. 000-16772

Dear Mr. Sloane:

We have limited our review of your filing to  those issues we have addressed in our
comments.  Where indicated, we think you should revise your document in response to these
comments.  If you disagree, we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed as necess ary in your explanation.
In some of our comments, we may ask you to pr ovide us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.   The purpose of our review process is to assi st you in your compliance with the applicable
disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to
working with you in these respects.  We we lcome any questions you may have about our
comments or any other aspect of our review.  Feel free to call us  at the telephone numbers listed
at the end of this letter.   Preliminary Proxy Statement on Schedule 14A

 1. Item 13 of Schedule 14A requires you to in clude financial information in your proxy
statement if you are se eking authorization to issue common or preferred stock under
certain circumstances.  We note that you have  not included financial information in your
proxy statement.

Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008
Page 2
Please explain to us why you believe financial statements are not material in connection
with issuing the warrants to purchase comm on stock.  See Note A to Schedule 14A and
Instruction 1 to Item 13(a) of Schedule 14A.   Where you expect the proceeds of the sale of securities to the Treasury Department to
have a material impact on your balance sheet or income statement, our rules require you
to provide pro forma statements that comply with Article 11 of Regulation S-X in your proxy statement.  If you expect  the proceeds of the sale of  securities to the Treasury
Department to have a material impact on your financial statements, you may provide a
textual discussion of the pro fo rma effect rather than pro forma financial statements.

In evaluating the impact of the potential sale  of securities to the Treasury Department,
you must consider the ma terial effect of the transaction, including:

‚ how the application of the proceeds of the transaction may potentially effect your net
interest margin;

‚ how the accretion and dividends on the pref erred stock will impact the net income
available to common shareholders; and

‚ how the transaction will impact your basic earnings per share, diluted earnings per
share, and diluted shares outstanding.

Your assumptions regarding the use of pro ceeds from the transactions, such as an
assumption regarding the pay down of existing de bt or the investment of the proceeds in
federal funds sold, must be factually supporta ble.  You should consider only those plans
for the proceeds that meet the factually supportable criteria.

Where you determine that the proceeds of th e sale of securities to the Treasury
Department will have a material impact on your balance sheet or income statement and
elect to prepare and provide pro forma financial statements, you should include, in your
proxy statement, a pro forma balance sheet for the most recent balance sheet date and a
pro forma income statement for the most r ecent annual and interim periods that address
the impact of both the minimum and maximum proceeds of the sale.  If you choose to provide a textual discussion in lieu of pro forma financial st atements, please address the
minimum and maximum proceeds of the sale as well as the other items noted in the
following paragraph.

In preparing pro forma financial statements, discuss any relevant assumptions you have made and you should briefly describe a ny pro forma adjustments such as your
assumptions about interest savings on proceeds applied to pay dow n debt and interest
income earned on proceeds invested.  State, if true, that you used the treasury stock method for purposes of evaluating the eff ect of the warrants on diluted shares
outstanding.  Describe the methodologies you used to allocate the transaction process

Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008
Page 3
among the securities you may issu e to the Treasury Department (relative fair value) and
to accrete the discount on the preferred stock.

If you do not believe the sale of the securi ties to the Treasury Department will have
a material impact on your balance sheet or income statement, provide us with your
quantitative and qualitative analysis of your conclusion.  In your analysis, discuss the
impact to each of the items noted above as we ll as to total sharehol ders’ equity and your
capital ratios.

2. Please discuss how your participation in  the Capital Purchase Program may:

a. impact the holders of any outstanding senior classes of your securities;

b. impact the rights of your existing common shareholders; and
c. dilute the interests of your existing common shareholders.

*  *  *  *  *

As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
with marked copies of the amendment to expedite  our review.  Please furn ish a cover letter with
your amendment that keys your responses to  our comments and pr ovides any requested
information.  Detailed cover lette rs greatly facilitate our review .  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
   We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.     In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Edward G. Sloane
Peoples Bancorp Inc. November 20, 2008 Page 4
In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.     Please contact Matt McNair, Staff Attorne y, at (202) 551-3583 or me at (202) 551-3464
with any questions.
Sincerely,

Kathryn McHale Staff Attorney

CORRESP
1
filename1.htm

    commentletter.htm

    PEOPLES
BANCORP INC.

    138
Putnam Street

    P.
O. Box 738

    Marietta,
Ohio 45750-0738

    (740)
374-6136

    www.peoplesbancorp.com

    November
26, 2008

    VIA ELECTRONIC
TRANSMISSION

    United
States Securities and Exchange Commission

    Division
of Corporation Finance

    100 F
Street, N.E.

    Washington,
D.C.  20549

    Attn.:
  Kathryn McHale

    Staff Attorney

    Mail Stop 4561

              Re:

              Peoples
      Bancorp Inc.

              Preliminary
      Proxy Statement on Schedule 14A

              File
      No. 000-16772

              Filed
      November 13, 2008

    Dear Ms.
McHale:

    This
letter is in response to the comments of the Securities and Exchange Commission
(the “Commission”) provided in your letter, dated November 20, 2008, related to
the preliminary proxy statement (the “Proxy Statement”) to be furnished to the
shareholders of Peoples Bancorp Inc. (“Peoples”, “we” or “our”) in connection
with the solicitation of proxies by the Board of Directors of Peoples to vote at
the Special Meeting of Shareholders (the “Special Meeting”) originally scheduled
to be held on December 22, 2008.

    On
November 3, 2008, Peoples applied to participate in the Capital Purchase
Program (the “Capital Purchase Program”) created by the United States Department
of the Treasury (the “Treasury” or the “Treasury Department”) as part of the
Troubled Asset Relief Program (“TARP”) instituted under the Emergency Economic
Stabilization Act of 2008.  Peoples received preliminary approval of
its application on November 12, 2008.  Based on the investment of
$39,000,000 which the Treasury preliminarily approved, Peoples would issue
39,000 cumulative perpetual preferred shares, with a liquidation preference of
$1,000 per share (“Senior Preferred Shares”) to the Treasury.

    Peoples
must also issue a warrant (the “Warrant”) to the Treasury to purchase a number
of common shares having a market price equal to 15% of the aggregate amount of
the Senior Preferred Shares purchased by the Treasury.  The initial
exercise price for the Warrant, and the market price for determining the number
of common shares subject to the Warrant, will be calculated based on the average
of the closing prices of Peoples’ common shares for the 20 trading days ending
on the last trading day prior to November 12, 2008, which was the date
Peoples’ application for participation in the Capital Purchase Program was
preliminarily approved by the Treasury.  Based on the investment of
$39,000,000 which the Treasury preliminarily approved and the average of the
closing prices of Peoples’ common shares on the 20 trading days ended
November 11, 2008 ($18.66), the number of Peoples common shares subject to
the Warrant will be 313,505 or 3.0% of the common shares outstanding on
November 11, 2008.

            United
States Securities and Exchange Commission

            November
25, 2008

            Page 2

    Please be
advised that Peoples’ Board of Directors has moved the date of the Special
Meeting to Thursday, January 22, 2009.  Because we have decided
to incorporate by reference the financial information contemplated by
Item 13 of Schedule 14A (as discussed below), we must send the Proxy
Statement to shareholders no later than 20 business days prior to the Special
Meeting to comply with General Note D.3. of Schedule 14A.  The new
date on which the Special Meeting is scheduled to be held is expected to permit
Peoples to satisfy the applicable requirements under Schedule 14A as well as the
timeframe for participation in the Treasury’s Capital Purchase
Program.

    In
responding to the Commission’s comments, Peoples acknowledges that:

              ·

              Peoples
      is responsible for the adequacy and accuracy of the disclosure in the
      filing;

              ·

              staff
      comments or changes to disclosure in response to staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

              ·

              Peoples
      may not assert staff comments as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

    The
following paragraphs include each of your comments numbered to match the
corresponding comment in your letter followed by our response:

    Preliminary Proxy Statement
on Schedule 14A

              1.

              Item
      13 of Schedule 14A requires you to include financial information in your
      proxy statement if you are seeking authorization to issue common or
      preferred stock under certain circumstances.  We note that you
      have not included financial information in your proxy
      statement.

              Please
      explain to us why you believe financial statements are not material in
      connection with issuing the warrants to purchase common
      stock.  See Note A to Schedule 14A and Instruction 1 to Item
      13(a) of Schedule 14A.

              Where
      you expect the proceeds of the sale of securities to the Treasury
      Department to have a material impact on your balance sheet or income
      statement, our rules require you to provide pro forma statements that
      comply with Article 11 of Regulation S-X in your proxy
      statement.  If you expect the proceeds of the sale of securities
      to the Treasury Department to have a material impact on your financial
      statements, you may provide a textual discussion of the pro forma effect
      rather than pro forma financial
statements.

          United
States Securities and Exchange Commission

          November
25, 2008

          Page
3

    Response:

    In
response to the Commission’s comments, we have revised the Proxy Statement to
include pro forma financial statements that comply with Article 11 of
Regulation S-X and reflect the pro forma effects of the issuance and sale of the
Senior Preferred Shares and the Warrant to the Treasury
Department.  Copies of the Pro Forma Condensed Consolidated Balance
Sheet Data and Capital Ratios as of September 30, 2008 and Pro Forma
Condensed Consolidated Statements of Income for the nine months ended
September 30, 2008 and for the fiscal year ended December 31, 2007
(the “Pro Forma Financial Statements”) are attached hereto as Exhibit
A.  In addition, we have revised the Proxy Statement to
incorporate by reference the financial information of Peoples as contemplated by
Item 13 of Schedule 14A.

    In
evaluating the impact of the potential sale of securities to the Treasury
Department, you must consider the material effect of the transaction,
including:

              ·

              how
      the application of the proceeds of the transaction may potentially effect
      your net interest margin;

              ·

              how
      the accretion and dividends on the preferred stock will impact the net
      income available to common shareholders;
and

              ·

              how
      the transaction will impact your basic earnings per share, diluted
      earnings per share, and diluted shares
  outstanding.

    Response:

    In the
Pro Forma Financial Statements, we have addressed the pro forma effect of the
issuance of the minimum and maximum amounts of the Senior Preferred Shares, and
the corresponding Warrant, on Peoples’ net interest income (margin), net income
available to common shareholders, basic earnings per share, diluted earnings per
share and weighted-average number of diluted shares outstanding for the nine
months ended September 30, 2008 and for the fiscal year ended December 31,
2007  (see
the Pro Forma Financial Statements attached hereto as Exhibit
A).

    Your
assumptions regarding the use of proceeds from the transactions, such as an
assumption regarding the pay down of existing debt or the investment of the
proceeds in federal funds sold, must be factually supportable.  You
should consider only those plans for the proceeds that meet the factually
supportable criteria.

          United
States Securities and Exchange Commission

          November
25, 2008

          Page
4

    Response:

    We
discuss the expected uses of the proceeds from the sale of the Senior Preferred
Shares in the second paragraph under “Overview”
within the new section which will be captioned “Pro Forma Effect on Peoples’
Financial Statements”” as well as Note (3) to the Pro Forma Statements of
Income (see the Pro
Forma Financial Statements attached hereto as Exhibit
A).  As more fully described in that section, we expect the
immediate intended use of the proceeds will be a reduction in short-term
borrowings, consisting primarily of overnight advances from the Federal Home
Loan Bank, while the proceeds ultimately will be used to fund new loan
originations or other balance sheet growth.  We believe the short-term
use is factually supportable based on the level of overnight borrowings
maintained during the periods presented.  We do not believe the
long-term use of the proceeds is factually supportable because certain elements
are beyond our control, such as customer demand for loans.  Therefore,
the Pro Forma Financial Statements reflect solely the impact of the reduction in
short-term borrowings.

    Where
you determine that the proceeds of the sale of securities to the Treasury
Department will have a material impact on your balance sheet or income statement
and elect to prepare and provide pro forma financial statements, you should
include, in your proxy statement, a pro forma balance sheet for the most recent
balance sheet date and a pro forma income statement for the most recent annual
and interim periods that address the impact of both the minimum and maximum
proceeds of the sale.  If you choose to provide a textual discussion
in lieu of pro forma financial statements, please address the minimum and
maximum proceeds of the sale as well as the other items noted in the following
paragraph.

    Response:

    As
indicated above, we have revised the Proxy Statement to include the Pro Forma
Financial Statements attached hereto as Exhibit
A.

    In
preparing pro forma financial statements, discuss any relevant assumptions you
have made and you should briefly describe any pro forma adjustments such as your
assumptions about interest savings on proceeds applied to pay down debt and
interest income earned on proceeds invested.  State, if true, that you
used the treasury stock method for purposes of evaluating the effect of the
warrants on diluted shares outstanding.  Describe the methodologies
you used to allocate the transaction process among the securities you may issue
to the Treasury Department (relative fair value) and to accrete the discount on
the preferred stock.

    Response:

    In the
Pro Forma Condensed Consolidated Statements of Income, we have included the pro
forma effect of the interest savings from the reduction of short-term
borrowings, and in the accompanying footnotes, we describe relevant assumptions
and methodologies used.  Specifically, in Note (3), we describe the
use of proceeds to reduce short-term borrowings and in Notes (5) and (6), we
describe the methodologies used such as the treasury stock method, relative fair
value and accretion of Senior Preferred Shares using the constant yield
approach.

    If
you do not believe the sale of the securities to the Treasury Department will
have a material impact on your balance sheet or income statement, provide us
with your quantitative and qualitative analysis of your
conclusion.  In your analysis, discuss the impact to each of the items
noted above as well as to total shareholders’ equity and your capital
ratios.

          United
States Securities and Exchange Commission

          November
25, 2008

          Page
5

    Response:

    As
indicated above, we have revised the Proxy Statement to include the Pro Forma
Financial Statements attached hereto as Exhibit
A.

              2.

              Please
      discuss how your participation in the Capital Purchase Program
      may:

              a.

              impact
      the holders of any outstanding senior classes of your
      securities;

              b.

              impact
      the rights of your existing common shareholders;
  and

              c.

              dilute
      the interests of your existing common
  shareholders.

    Response:

    Bullet Point No.
(a)

    As
disclosed in the last sentence of the second paragraph under “Who can vote?” (page 3 of the
preliminary Proxy Statement), the common shares are the only class of stock of
Peoples presently outstanding.  We do not presently have any senior
classes of securities outstanding and, therefore, our participation in the
Capital Purchase Program would have no impact on holders of any outstanding
senior classes of our securities.

    We have
also disclosed in the first sentence of the second paragraph under “Proposed Amendment to Article
FOURTH” (page 12 of the preliminary Proxy Statement) that the common
shares are the only class of stock of Peoples presently
outstanding.

    Bullet Point No.
(b)

    As
disclosed in the second paragraph under “Proposed Amendment to Article
FOURTH” on page 12 of the preliminary Proxy Statement, the actual effect
of the issuance of any preferred shares upon the rights of holders of common
shares cannot be stated until the Board of Directors of Peoples determines the
specific rights of any preferred shares.  However, the effects might
include, among other things, restricting dividends on the common shares,
diluting the voting power of the common shares, reducing the market price of the
common shares or impairing the liquidation rights of the common shares without
further action by the shareholders.

          United
States Securities and Exchange Commission

          November
25, 2008

          Page
6

    The
preferred shares could be issued so as to make it more difficult for a third
party to acquire a majority of Peoples’ outstanding voting stock or otherwise
effect a change of control.  However, as stated in the second
paragraph under “Potential
Anti-Takeover Effect of Preferred Shares” on page 9 of the preliminary
Proxy Statement, the Board of Directors does not intend to issue any preferred
shares for any defensive or anti-takeover purpose or with features intended
specifically to make any attempted acquisition of Peoples more
difficult.

    The
effects upon the rights of holders of Peoples’ common shares of the issuance of
Senior Preferred Shares and the Warrant under the Capital Purchase Program are
discussed under “Terms of the
Capital Purchase Program” (pages 7 through 9 of the preliminary Proxy
Statement).  These effects include:

              ·

              Restrictions
      on Common Share Dividends and Repurchases.  As long as
      the Senior Preferred Shares are outstanding, Peoples would not be
      permitted to declare or pay dividends on any common shares, nor would
      Peoples be permitted to repurchase or redeem any common shares, unless all
      accrued and unpaid dividends for all past dividend periods on the Senior
      Preferred Shares are fully paid.  Unless the Senior Preferred
      Shares have been transferred or redeemed in whole, until the third
      anniversary of the Treasury’s investment, any increase in common share
      dividends would be prohibited without the prior approval of the
      Treasury.  In addition, unless the Senior Preferred Shares have
      been transferred or redeemed in whole, until the third anniversary of the
      Treasury’s investment, the Treasury’s consent would be required for any
      common share repurchases other than repurchases of common shares in
      connection with the administration of any employee benefit plan in the
      ordinary course of business and consistent with past

Mail Stop 4561

August 27, 2007

Carol A. Schneeberger
Chief Financial Officer
Peoples Bancorp, Inc.
138 Putnam Street, PO Box 738
Marietta, Ohio 45750

RE: Peoples Bancorp, Inc.
Form 10-K for Fiscal Year  Ended December 31, 2006
Filed March 12, 2007
File No. 000-16772

Dear Ms. Schneeberger,

 We have completed our review of your Form 10-K and have no further comments
at this time.

Sincerely,

Paul Cline
Senior Accountant

CORRESP
1
filename1.htm

    corresp.htm

              138
                Putnam Street

              P.O.
                Box 738

              Marietta,
                OH  45750

    August
      15, 2007

    Paul
      Cline

    Senior
      Accountant

    United
      States Securities and Exchange Commission

    Division
      of Corporation Finance

    Mail
      Stop
      4561

    100
      F
      Street, NE

    Washington,
      D.C. 20549

    Re:           Peoples
      Bancorp Inc. (“Peoples”)

    Form
      10-K
      for Fiscal Year Ended December 31, 2006

    Filed
      March 12, 2007

    File
      No.
      000-16772

    Dear
      Mr.
      Cline:

    This
      letter is our response to the comments of the Securities and Exchange Commission
      (the “SEC”) provided in your correspondence dated August 1, 2007, regarding the
      SEC’s review of our filing.  We have reviewed the SEC’s comments and
      the following is our response on a comment-by-comment basis:

    Comment
      #1: Please revise future filings to disclose accumulated balances for each
      component of other comprehensive income.  Refer to example disclosure
      of accumulated other comprehensive income balances for all formats included
      in
      the illustrative examples in appendix B of SFAS 130.

    At
      December 31, 2006, our accumulated comprehensive loss was comprised of two
      components: (1) a net unrealized loss on available-for-sale securities and
      (2)
      unrecognized pension and postretirement costs due to the adoption of SFAS 158
      on
      December 31, 2006.  After considering the SEC’s comment, we included
      the following disclosure in the Notes to the Consolidated Unaudited Financial
      Statements included in “Item 1: Financial Statements” of Part I of our Quarterly
      Report on Form 10-Q for the quarterly period ended June 30, 2007, filed on
      August 2, 2007 (our “Second Quarter 2007 Form 10-Q”):

    6.
      Comprehensive Loss

    The
      following details the balances in accumulated other comprehensive loss for
      the
      periods indicated:

                (Dollars
                  in thousands)

                At
                  June 30, 2007

                Gross

                Tax

                Net
                  of Tax

                Amount

                Benefit

                Amount

                Unrealized
                  net losses on available-for-sale securities

                    (4,152)

                    (1,454)

                    (2,698)

                Unrecognized
                  net pension and postretirement costs

                    (3,023)

                    (1,058)

                    (1,965)

                Total
                  accumulated comprehesive loss

                    (7,175)

                    (2,512)

                    (4,663)

                At
                  December 31, 2006

                Gross

                Tax

                Net
                  of Tax

                Amount

                Benefit

                Amount

                Unrealized
                  net losses on available-for-sale securities

                    (1,506)

                       (527)

                       (979)

                Unrecognized
                  net pension and postretirement costs

                    (3,105)

                    (1,087)

                    (2,018)

                Total
                  accumulated comprehesive loss

                    (4,611)

                    (1,614)

                    (2,997)

    We
      will
      update this footnote disclosure in all future filings as appropriate and in
      accordance with the requirements of SFAS 130 and, in the case of quarterly
      reports on Form 10-Q, Rule 10-01 of SEC Regulation S-X.

    Comment
      #2: Please revise future filings to disclose the amount of income tax expense
      or
      benefit allocated to each component of other comprehensive
      income.  Refer to example disclosure of related tax effects allocated
      to each component of other comprehensive income balances for all formats
      included in the illustrative examples in appendix B of SFAS
      130.

    We
      concur
      and intend to disclose the income tax expense or benefit allocated to each
      component of other comprehensive income in the Notes to the Consolidated
      Financial Statements to be included in Item 8 of Part II of our Annual Report
      on
      Form 10-K for the fiscal year ended December 31, 2007 (the “2007 Form
      10-K”).  A copy of the proposed disclosure is attached
      hereto.  Further, we will update this disclosure in all future filings
      as appropriate and in accordance with the requirements of SFAS 130 and, in
      the
      case of quarterly reports on Form 10-Q, Rule 10-01 of SEC Regulation
      S-X.

    Comment
      #3: It appears you have included the transition adjustment required upon the
      adoption of SFAS 158 in the determination of comprehensive
      income.  Please revise future filings to report the transition
      adjustment as an adjustment to the ending balance of accumulated comprehensive
      income.  Refer to paragraph A7 of SFAS 158.

    The
      Consolidated Statement of Stockholders’ Equity and Consolidated Statement of
      Comprehensive Income for the year ended December 31, 2006, to be included in
      Item 8 of Part II of our 2007 Form 10-K will present the transition adjustment
      as an adjustment to the ending balance of accumulated comprehensive loss rather
      than as a component of other comprehensive income for the
      year.  Copies of the revised statements we intend to include in our
      2007 Form 10-K are attached hereto.

    Comment
      #4: Please revise future filings to include the disclosures requirements of
      paragraphs 20 and 21 of SFAS 158 or advise.

    In
      addition to the disclosures contained in Note 10 of the Notes to the
      Consolidated Financial Statements included in Item 8 of Part II of our Annual
      Report on Form 10-K for the fiscal year ended December 31, 2006, the following
      information relating to our adoption of SFAS 158 was included in Note 1 on
      page
      58 under the caption “New Accounting Pronouncements”:

    “On
      September 29, 2006, the FASB issued Statement No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans – an amendment of
      FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS
      158”).  On December 31,
      2006,Peoples’ adopted certain provisions of SFAS 158,
      as required, which resulted in the recognition of the funded status of its
      pension and postretirement plans as either assets or liabilities on the
      Consolidated Balance Sheet, the recognition of unrecognized actuarial
      gains/losses, prior service costs, and transition obligations totaling
      $2.0 million as a separate component of accumulated other comprehensive
      loss, net of tax. [emphasis
      added]  Additional disclosures related
      to pension and postretirement obligations have also been
      implemented.  Refer to Note 10 for these disclosures and further
      discussion on Peoples’ pension and postretirement plans.

    SFAS 158
      also requires entities to measure a defined benefit postretirement plan’s assets
      and obligations that determine its funded status as of the end of the employer’s
      fiscal year.  The measurement date change is effective for fiscal
      years ending after December 15, 2008.  Since Peoples
      currently measures its defined benefit pension plan assets and obligations
      as of
      December 31, the adoption of the measurement date provisions of SFAS 158 will
      have no impact on Peoples’ financial statements taken as a whole.
[emphasis added]”

    We
      believe the totality of the information contained in Notes 1 and 10 satisfies
      the disclosure requirements of paragraphs 20 and 21, in all material
      respects.

    In
      responding to the SEC’s comments, the following acknowledgements are provided on
      behalf of Peoples:

              ·

              Peoples
                is responsible for the adequacy and accuracy of the disclosure in
                Peoples’
                filings;

              ·

              staff
                comments or changes to disclosure in response to staff comments in
                the
                filings reviewed by the staff do not foreclose the SEC from taking
                any
                action with respect to the filing;
                and

              ·

              Peoples
                may not assert staff comments as a defense in any proceeding initiated
                by
                the SEC or any person under the federal securities laws of the United
                States.

    Sincerely,

    /s/
      CAROL
      A. SCHNEEBERGER

    Carol
      A.
      Schneeberger

    Chief
      Financial Officer and Treasurer

    Peoples
      Bancorp Inc.

    Notes
      to the Consolidated Financial Statements

    Comprehensive
      Income:

    The
      components of Peoples’ other comprehensive income (loss) for each of the three
      years in the period ended December 31, 2007, were as follows:

                (Dollars
                  in thousands)

                2007

                Gross

                Amount

                Tax

                (Expense)

                Benefit

                After-Tax
                  Amount

                Unrealized
                  gain (loss) on securities:

                   Unrealized
                  holding gain (loss) arising during period

                 $  xxx

                 $  xxx

                 $  xxx

                   Less:
                  reclassification adjustment for net securities gains

                             (losses)
                  included in net income

                 xxx

                 xxx

                 xxx

                        Net
                  unrealized gains

                Net
                  unrecognized loss and service cost on pension plan

                 xxx

                 xxx

                 xxx

                Total
                  other comprehensive income

                 $
                  xxx

                 $
                  xxx

                 $
                  xxx

                2006

                Unrealized
                  gain on securities:

                   Unrealized
                  holding gain arising during period

                 $        475

                 $      (166)

                 $        309

                   Less:
                  reclassification adjustment for net securities gains

                             included
                  in net income

                           265

                           (93)

                           172

                        Net
                  unrealized gains

                           210

                           (73)

                           137

                Total
                  other comprehensive income

                 $        210

                 $        (73)

                 $        137

                2005

                Unrealized
                  loss on securities:

                   Unrealized
                  holding loss arising during period

                 $   (9,078)

                 $     3,177

                 $   (5,901)

                   Less:
                  reclassification adjustment for net securities gains

                             included
                  in net income

                           539

                         (189)

                           350

                        Net
                  unrealized loss

                      (9,617)

                        3,366

                      (6,251)

                Unrealized
                  gain on cash flow hedge derivatives:

                   Unrealized
                  gain arising during period

                             22

                             (8)

                             14

                   Less:
                  reclassification adjustment for net loss

                             included
                  in net income

                         (250)

                             87

                         (163)

                        Net
                  unrealized gains

                           272

                           (95)

                           177

                Total
                  other comprehensive loss

                 $   (9,345)

                 $     3,271

                 $   (6,074)

    The
      following details the change in the components of Peoples’ accumulated other
      comprehensive loss for the years ended December 31, were as
      follows:

                (Dollars
                  in thousands)

                Unrecognized

                Unrealized

                Net
                  Pension and

                Accumulated

                Gains
                  (Loss)

                Postretirement

                Comprehensive

                on
                  Securities

                Costs

                Loss

                Balance,
                  January 1, 2006

                 $         (1,116)

                 $                  -

                 $        (1,116)

                Current
                  period change

                                 137

                                     -

                               137

                Adjustment
                  to initially apply SFAS 158

                                   -

                              (2,018)

                           (2,018)

                Balance,
                  December 31, 2006

                 $            (979)

                 $           (2,018)

                 $        (2,997)

                Current
                  period change

                 xxx

                 xxx

                 xxx

                Balance,
                  December 31, 2007

                 $                xxx

                 $                 xxx

                 $              xxx

    PEOPLES
      BANCORP INC. AND SUBSIDIARIES

    CONSOLIDATED
      STATEMENT OF STOCKHOLDERS’ EQUITY

                (Dollars
                  in Thousands, except Per Share Data)

                Accumulated

                Common
                  Stock

                Retained

                Comprehensive

                Treasury

                Shares

                Amount

                Earnings

                Income
                  (Loss)

                Stock

                Total

                Balance,
                  December 31, 2005

                  10,869,655

                 $  162,231

                 $
                  30,740

                 $      (1,116)

                 $(8,778)

                 $
                  183,077

                Net
                  income

                            21,558

                             21,558

                Other
                  comprehensive loss, net of tax

                                      137

                                   137

                Cash
                  dividends declared of $0.83 per share

                            (8,859)

                             (8,859)

                Purchase
                  of treasury stock, 42,594 shares

                           (1,214)

                               (1,214)

                Stock
                  option exercises (reissued 137,286

Mail Stop 4561

August 1, 2007

Carol A. Schneeberger
Chief Financial Officer
Peoples Bancorp, Inc.
138 Putnam Street, PO Box 738
Marietta, Ohio 45750

RE: Peoples Bancorp, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
Filed March 12, 2007
File No. 000-16772

Dear Ms. Schneeberger,

We have reviewed your filing and have the following comments.  We have
limited our review to only the issues raised in our comments.  Where indicated, we think
you should revise your document in response to these comments in future filings.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In your response, please indicate your intent to include the requested revision in future filings and provide us with your proposed disclosures.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may raise additional comments.

 Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

General

Carol A. Schneeberger
Peoples Bancorp, Inc.
August 1, 2007 Page 2
1. Please revise future filings to disclose accumulated balances for each component of other comprehensive income.  Refer to the example disclosure of accumulated other comprehensive income balances for all formats included in the illustrative examples in appendix B of SFAS 130.
2. Please revise future filings to disclose the amount of income tax expense or benefit allocated to each component of other comprehensive income.  Refer to the example disclosure of related tax effects allocated to each component of other comprehensive income for all formats included in the illustrative examples in appendix B of SFAS 130.

Note 10.  Employee Benefits, page 67
3. It appears you have included the transition adjustment required upon the adoption of SFAS 158 in the determination of comprehensive income.  Please revise future filings to report the transition adjustment as an adjustment of the ending balance of accumulated other comprehensive.  Refer to paragraph A7 of SFAS 158.
4. Please revise future filings to include the disclosures requirements of paragraphs 20 and 21 of SFAS 158 or advise.

 Please respond to these comments within 10 business days or tell us when you will provide us with a response.  Your response letter should key your responses to our comments, indicate your intent to include the requested revisions in future filings, provide your proposed disclosures and provide any requested information.  Please file your letter on EDGAR as correspondence.  Please understand that we may have additional comments after reviewing your responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:

• the company is responsible for the adequacy and accuracy of the disclosure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Carol A. Schneeberger
Peoples Bancorp, Inc.
August 1, 2007 Page 3

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

You may contact Michael Volley, Staff A ccountant, at (202) 551-3437 or me at
(202) 551-3851 if you have questions regarding our comments.

Sincerely,

Paul Cline
Senior Accountant

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

December 20, 2005

John W. Conlon
Chief Financial Officer and Treasurer
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750-0738

Re:	Peoples Bancorp Inc.
Form 10-K
	Filed March 15, 2005
	File No. 000-16772

Dear Mr. Conlon:

	We have completed our limited review of your Form 10-K and
related filings and have no further comments at this time.

Sincerely,

Angela Connell
Senior Accountant

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
PEOPLES BANCORP INC.
138 Putnam Street
PO Box 738
Marietta, Ohio 45750

December 2, 2005

Angela Connell
Senior Accountant
United States Securities and Exchange Commission
Division of Corporation Finance Mail Stop 4561
Washington, DC 20549

RE:      Peoples Bancorp Inc.
         Form 10-K
         Filed March 15, 2005
         File No. 000-16772

Dear Ms. Connell:

This letter is in response to your correspondence dated November 18, 2005,
requesting additional information with respect to the above referenced filing.

Consolidated Financial Statements
---------------------------------

Note 12 - Financial Instruments with Off-Balance Sheet Risk, page 73
--------------------------------------------------------------------

     1.   We note your response to comment 1 of our letter dated September 23,
          2005. Based on your response we understand that you will record a
          cumulative adjustment in the third quarter of 2005 to reflect no hedge
          accounting for this hedging relationship. Please tell us whether you
          intend to redesignate this hedging relationship as a cash flow hedge
          on a go-forward basis.

RESPONSE

         We do not intend to redesignate the relationship as a cash flow hedge
on a go-forward basis.

     2.   We note that under your prior methodology, you applied the matched
          terms guidance in DIG Issue 20 to assume ineffectiveness in this
          hedging relationship. We do not feel that your swaption matches the
          fact pattern described in DIG Issue 20. DIG Issue 20 relates to the
          use of a purchased option to hedge the exposure to variability in
          expected future cash flows attributable to a particular rate or price
          beyond a specified level - which implies the use of a cap or floor. If
          you intend to redesignate this hedging relationship as a cash flow
          hedge, please tell us how you intend to assess the effectiveness of
          this hedging strategy and describe your basis for using such a
          methodology.

RESPONSE

         Not applicable since we do not intend to redesignate the relationship
as a cash flow hedge on a go-forward basis.

         We appreciate your assistance in our compliance with the applicable
disclosure requirements. As requested, the following acknowledgements are
provided on behalf of Peoples Bancorp Inc. ("Peoples").

     o    Peoples is responsible for the adequacy and accuracy of the disclosure
          in the filings;

     o    staff comments or changes to disclosures in response to staff comments
          in the filings reviewed by the staff do not foreclose the Commission
          from taking any action with respect to the filing; and

     o    Peoples may not assert staff comments as a defense in any proceeding
          initiated by the Commission or any person under the Federal securities
          laws of the United States.

Sincerely,

/S/ JOHN W. CONLON

John W. Conlon
Chief Financial Officer and Treasurer
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

Mail Stop 4561

November 18, 2005

By U.S. Mail and facsimile to (740) 374-9349.

John W. Conlon
Chief Financial Officer and Treasurer
Peoples Bancorp Inc.
138 Putnam Street
P.O. Box 738
Marietta, OH 45750-0738

Re:	Peoples Bancorp Inc.
Form 10-K
	Filed March 15, 2005
	File No. 000-16772

Dear Mr. Conlon:

      We have reviewed your response letter filed with the
Commission
on October 17, 2005 and have the following additional comment.
Please provide us with the requested information so we may better
understand your response.  Please be as detailed as necessary in
your
explanation.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Consolidated Financial Statements

Note 12 - Financial Instruments with Off-Balance Sheet Risk, page
73

1. We note your response to comment 1 of our letter dated
September
23, 2005.  Based on your response we understand that you will
record
a cumulative adjustment in the third quarter of 2005 to reflect no
hedge accounting for this hedging relationship.  Please tell us
whether you intend to redesignate this hedging relationship as a
cash
flow hedge on a go-forward basis.

2. We note that under your prior methodology, you applied the
matched
terms guidance in DIG Issue G20 to assume no ineffectiveness in
this
hedging relationship.  We do not feel that your swaption matches
the
fact pattern described in DIG Issue G20.  DIG Issue G20 relates to
the use of a purchased option to hedge the exposure to variability
in
expected future cash flows attributable to a particular rate or
price
beyond a specified level - which implies the use of a cap or
floor.
If you intend to redesignate this hedging relationship as a cash
flow
hedge, please tell us how you intend to assess the effectiveness
of
this hedging strategy and describe your basis for using such a
methodology.

* * * * *

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please furnish a
cover
letter that keys your response to our comment, indicates your
intent
to include the requested revisions in future filings and provides
any
requested supplemental information.  Please understand that we may
have additional comments after reviewing your responses to our
comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

      You may contact Rebekah Moore, Staff Accountant, at (202)
551-
3463 or me at (202) 551-3426 if you have questions.

Sincerely,

Angela Connell
Senior Accountant
??

??

??

??

John W. Conlon
Peoples Bancorp Inc.
November 18, 2005
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
PEOPLES BANCORP INC.
138 Putnam Street
PO Box 738
Marietta OH 45750

October 17, 2005

Angela Jackson
Senior Accountant
United States Securities and Exchange Commission
Division of Corporation Finance
Mail Stop 4561
Washington DC 20549

Re: Peoples Bancorp Inc.
Form 10-K
Filed March 15, 2005
File No. 000-16772

Dear Ms. Jackson:

This letter is our response to your correspondence dated September 23, 2005,
requesting additional information with respect to the above referenced filing.

Comment #1: Provide the following information:

o    CLARIFY WHETHER THE HEDGING INSTRUMENT IN THIS CASH FLOW HEDGE IS THE
     OPTION TO ENTER INTO AN INTEREST RATE SWAP OR THE INTEREST RATE SWAP
     ITSELF.
     The instrument described in Note 12 is the option for Peoples Bank,
     National Association ("Peoples Bank") to enter into an interest rate swap
     and is commonly referred to as a "swaption". Currently, cash flows are not
     being exchanged under this hedging instrument since Peoples Bank has not
     exercised its option to enter into the interest rate swap.

o    CLEARLY DESCRIBE THE TERMS OF BOTH THE HEDGING INSTRUMENT AND THE HEDGED
     ITEM.
     The hedging instrument is an option for Peoples Bank to enter into an
     interest rate swap with Salomon Smith Barney starting on October 19, 2002,
     and on a quarterly basis thereafter (April 19, July 19, October 19 and
     January 19). Under the terms of the interest rate swap, Peoples Bank will
     pay a fixed rate of interest of 5.63% and receive a variable rate based on
     3-month LIBOR (USD_LIBOR_BBA_3MT), computed on a notional amount of $17
     million. The Swaption expires on October 19, 2009.

     The hedged item is a $17 million convertible fixed rate advance from the
     Federal Home Loan Bank of Cincinnati ("FHLB"). Peoples Bank obtained this
     advance on October 19, 1999, at an initial fixed rate of 5.63% and maturity
     date of October 19, 2009. Interest on the FHLB advance is payable monthly
     with the principal amount due at maturity. On a quarterly basis beginning
     October 19, 2000, the FHLB has had the option to convert the advance to a
     floating rate advance at 3-month LIBOR (USD_LIBOR_BBA_3MT). The quarterly
     options are based on the quarterly anniversary dates of the advance. The
     early repayment of the advance would result in Peoples Bank incurring a
     prepayment penalty.

     The following summarizes the key characteristics of both the hedging
instrument and hedged item:

<TABLE>
<CAPTION>

                                            Hedging Instrument                Hedged Item
                                      ----------------------------    ----------------------------
       <S>                            <C>                              <C>
       Trade/Advance Date                       10/2/2002                      10/19/1999
       Expiration/Maturity Date                10/19/2009                      10/19/2009
       Notional/Principal Amount               $17,000,000                    $17,000,000
       Fixed Rate                                 5.63%                          5.63%
       Variable Interest Rate               3-month US$ LIBOR              3-month US$ LIBOR
       Interest Rate Reset Dates      Each October 19, January 19,    Each October 19, January 19,
                                          April 19 and July 19            April 19 and July 19
                                       beginning October 19, 2002      beginning October 19, 2000

</TABLE>

o    DESCRIBE THE SPECIFIC DOCUMENTED RISK BEING HEDGED.
     The Swaption hedges Peoples Bank's interest rate risk, specifically its
     exposure to a negative impact to cash flows from the variable rate
     liability in a rising interest rate environment. If interest rates were to
     rise to a degree that it would be advantageous to the FHLB to convert the
     rate on the advance to 3-month LIBOR, it would increase the cash flow
     requirement from Peoples Bank and subject Peoples Bank to a variable cash
     flow on the advance. The Swaption allows Peoples Bank to maintain the
     current cash flow requirement on the advance.

o    TELL US HOW YOU DETERMINED THAT THIS HEDGING RELATIONSHIP MET ALL OF THE
     CRITERIA OF PARAGRAPHS 28-29 OF SFAS 133 TO QUALIFY AS A CASH FLOW HEDGE.
     Prior to the inception of the Swaption and as part of Peoples Bank's
     interest rate risk management process, management evaluated hedging options
     to mitigate Peoples Bank's exposure to variability in cash flows from the
     convertible rate FHLB advances. The decision to enter into this swaption
     was made after thorough evaluation of the terms of the hedged item and the
     customized terms of the hedging instrument. Management documented these
     specific terms, their conclusion that the terms exactly matched and their
     assessment that there would be no ineffectiveness in the hedging
     relationship due to the exact matched terms. Management also documented
     that their ongoing assessment of effectiveness would consist of comparing
     the terms of the hedged item and the hedging instrument to ensure that the
     terms continued to exactly match.

     Management evaluated the forecasted transaction, that is, the future
     interest payments to the FHLB and concluded that it was probable that
     Peoples Bank would have an interest payment to the FHLB that was at risk of
     varying given that the FHLB debt existed at the inception date of the
     hedge.

o    IDENTIFY WHETHER YOU USE THE LONG-HAUL METHOD, THE SHORT-CUT METHOD, OR
     MATCHED TERMS TO ASSESS THE EFFECTIVENESS OF THIS HEDGING STRATEGY.
     As noted, the terms of the hedging instrument were customized to exactly
     match the terms of the hedged item and were designed to meet the terms of
     Derivatives Implementation Group Issue No. G20 ("DIG Issue G20").
     Management followed the matched terms method to assess the effectiveness of
     this hedging relationship. In reviewing the hedge documentation prepared in
     2002 in order to respond to this comment letter, we realized that our
     accounting did not technically meet all of the elements of hedge accounting
     under the DIG Issue G20 method. We erroneously amortized the premium paid
     for the Swaption rather than recording the entire change in estimated fair
     value in other comprehensive income, net of income tax. As a result, we
     analyzed the impact on our consolidated quarterly and annual financial
     statements of not applying hedge accounting since inception and concluded
     that the impact was not material to any individual quarter or year. We will
     correct this error in applying hedge accounting in our results for the
     third quarter of 2005 by reclassifying the amount accumulated in other
     comprehensive income, net of income tax, to the income statement. The
     pretax and after tax amounts being reclassified are $249,860 and $162,409,
     respectively and represent the cumulative decline in the estimated fair
     value of the Swaption from inception. The following is a summary of the
     impact that this error had on our quarterly reported diluted EPS:

<TABLE>
<CAPTION>
                                            Amount That
                                            Should Have
                           Amount              Been
          Quarterly       Actually           Recorded,                  Quarterly      Annual
           Period        Record, Net          Net of                      EPS           EPS
           Ended        Of Income Tax       Income Tax    Difference     Impact        Impact
        ------------- -----------------  --------------  ------------  -----------  ------------
        <S>               <C>               <C>             <C>         <C>           <C>
          Dec 2002        $10,384           ($103,620)     ($93,236)    ($0.0106)     ($0.0106)
          Mar 2003        $13,627             ($9,673)       $3,954      $0.0004
          Jun 2003        $13,627            ($82,200)     ($68,573)    ($0.0065)
          Sep 2003        $ 4,542             $51,927       $56,469      $0.0052
          Dec 2003        $22,711             $22,633       $45,344      $0.0042       $0.0035
          Mar 2004        $13,627            ($95,639)     ($82,012)    ($0.0076)
          Jun 2004        $13,627             $32,101       $45,728      $0.0042
          Sep 2004        $13,627            ($78,443)     ($64,817)    ($0.0061)
          Dec 2004        $13,627            ($33,246)     ($19,619)    ($0.0019)     ($0.0113)
          Mar 2005        $13,627              $5,669       $19,295      $0.0018
          Jun 2005        $13,627            ($47,087)     ($33,461)    ($0.0032)

 </TABLE>

     The impact of correcting this error in the third quarter of 2005 is not
     material as it represents a $0.0153 per diluted share impact on earnings
     per share for the quarter.

o    DESCRIBE HOW YOU ASSESS HEDGE EFFECTIVENESS AND MEASURE HEDGE
     INEFFECTIVENESS.
     Management believed that the Swaption met the conditions specified by DIG
     Issue G20 for a perfectly effective hedging relationship and assumed no
     ineffectiveness in the hedging relationship.

o    IF YOU APPLY THE SHORT-CUT METHOD OF ASSESSING HEDGE EFFECTIVENESS, TELL US
     HOW YOU DETERMINED THAT THIS HEDGE MET THE CONDITIONS OF PARAGRAPH 68 OF
     SFAS 133 TO QUALITY FOR SUCH TREATMENT.
     We do not apply the short-cut method.

o    TELL US HOW YOU DETERMINE THAT THE FORECASTED TRANSACTION (I.E., CONVERSION
     OF ADVANCE TO VARIABLE RATE) IS PROBABLE CONSIDERING THE GUIDANCE IN
     PARAGRAPH 464 OF SFAS 133.
     We assessed the likelihood of Peoples Bank being exposed to interest
     payments that are at risk of varying as probable given that the hedged cash
     flows relate to a contractual commitment we have to make quarterly interest
     payments to the FHLB through October 2009 and we expected to remain
     contractually committed. The risk that those probable interest payments
     would vary was present from inception due to the presence of the FHLB's
     option to convert the debt from fixed rate to floating.

Comment #2: Please tell us whether you are a party to any other derivative
instruments to which you apply hedge accounting treatment under SFAS 133. If so,
please describe the terms of such instruments and explain how you account for
these hedges.

     Peoples Bancorp Inc. ("Peoples") and its subsidiaries are not a party to
     any other derivative instruments at the present time to which hedge
     accounting is applied.

As requested, the following acknowledgements are provided on behalf of Peoples:
     o    Peoples is responsible for the adequacy and accuracy of the disclosure
          in the filing;
     o    staff comments or changes to disclosure in response to staff comments
          in respect of the filing reviewed by the staff do not foreclose the
          Commission from taking any action with respect to the filing; and
     o    Peoples may not assert staff comments as a defense in any proceeding
          initiated by the Commission or any person under the federal securities
          laws of the United States.

Sincerely,

/s/ MARK F. BRADLEY

Mark F. Bradley
President and Chief Executive Officer
Peoples Bancorp Inc.

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>CORRESP
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
PEOPLES BANCORP INC.
138 Putnam Street
PO Box 738
Marietta OH 45750

October 7, 2005

Angela Jackson
United States Securities and Exchange Commission
Division of Corporation Finance
Washington DC 20549

         Re:  Peoples Bancorp Inc.
              Form 10-K
              Filed March 15, 2005
              File No. 000-16772

Dear Ms. Jackson:

This letter is in response to your correspondence dated September 23, 2005,
requesting additional information with respect to the above referenced filing.

Please be advised we are conducting a thorough review of our documentation for
the hedging relationship referenced in your letter to ensure an appropriately
detailed response. Consequently, we intend to provide the Commission with our
response no later than October 17, 2005.

You may contact me at (740) 374-6112 should you have any questions or concerns.

Sincerely,

/s/ JOHN W. CONLON

John W. Conlon
Chief Financial Officer and Treasurer
Peoples Bancorp Inc.

</TEXT>
</DOCUMENT>