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

                                    FORM 8-K

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

       Date of Report (Date of earliest event reported): February 10, 2005
                                                         -----------------


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

            Ohio                    0-16772                 31-0987416
----------------------------    -----------------    -------------------------
(State or other jurisdiction    (Commission File         (I.R.S. Employer
      of incorporation)             Number)           Identification Number)

           138 Putnam Street, PO Box 738
                   Marietta, Ohio                            45750-0738
 ---------------------------------------------------    --------------------
      (Address of principal executive offices)               (Zip Code)

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

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


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

     [  ]  Written communications pursuant to Rule 425
           under the Securities Act (17 CFR 230.425)

     [  ]  Soliciting material pursuant to Rule 14a-12
           under the Exchange Act (17 CFR 240.14a-12)

     [  ]  Pre-commencement communications pursuant to
           Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     [  ]  Pre-commencement communications pursuant to
           Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



                           Index to Exhibits on Page 4





Section 8 - Other Events
      Item 8.01    Other Events
                  On February 10, 2005 Peoples Bancorp's Board of Directors
         issued a news release declaring a cash dividend to shareholders of
         record. A copy of the news release is attached as Exhibit 99 to this
         Current Report on Form 8-K.


Section 9 - Financial Statements and Exhibits
         Item 9.01    Financial Statements and Exhibits
              a) Financial statements of businesses acquired No response
                 required.
              b) Pro forma financial information No response required.
              c) Exhibits


      Exhibit Number                            Description
 --------------------------    ----------------------------------------------
            99                 News Release issued by Peoples Bancorp Inc. on
                               February 10, 2005






                                   SIGNATURES


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

                              PEOPLES BANCORP INC.



Date:  February 11, 2005         By: /s/  MARK F. BRADLEY
                                          -------------------------------------
                                          Mark F. Bradley
                                          President and Chief Operating Officer





                                INDEX TO EXHIBITS

      Exhibit Number                            Description
 --------------------------    ----------------------------------------------
            99                 News Release issued by Peoples Bancorp Inc. on
                               February 10, 2005