SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

BROUGHTON GEORGE W

(Last)

(First)

(Middle)

138 PUTNAM STREET

P.O. BOX 738

(Street)

MARIETTA

45750

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP INC [ PEBO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2005

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2005		M		200	A	$13.231	148,798	D
Common Stock	02/16/2005		G		200	D	$0	148,598	D
Common Stock								7,666	I	As Custodian
Common Stock								16,637	I	As Trustee
Common Stock								558	I	by Corporation
Common Stock								105	I	by Daughter
Common Stock								16,333	I	by Spouse⁽¹⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-Qualified Stock Option (right to buy)	$13.23	02/16/2005		M			200	10/10/1997⁽²⁾	04/10/2007	Common Stock	200	$0	842	D
Deferred Compensation	⁽³⁾							08/08/1988⁽³⁾	⁽³⁾	Common Stock	1,203		1,203	D
Non-Qualified Stock Option (right to buy)	$13.483							04/13/2000	04/13/2010	Common Stock	1,730		1,730	D
Non-Qualified Stock Option (right to buy)	$15.449							10/15/1999⁽⁴⁾	04/15/2009	Common Stock	1,255		1,255	D
Non-Qualified Stock Option (right to buy)	$21.302							04/08/1998	04/09/2008	Common Stock	1,729		1,729	D
Non-Qualified Stock Option (right to buy)	$21.705							04/10/2004	04/10/2013	Common Stock	1,155		1,155	D
Non-Qualified Stock Option (right to buy)	$24.533							04/11/2003	04/11/2012	Common Stock	1,155		1,155	D
Non-Qualified Stock Option (right to buy)	$27.511							04/08/2005	04/08/2014	Common Stock	1,155		1,155	D

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of these shares.

2. 20% vested six-months from date of grant; thereafter, 20% annual vesting from date of grant.

3. Shares are only payable subsequent to termination of service pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.

4. 100% vested 6 months from date of grant.

	By: Donald J. Landers For: George W. Broughton	02/16/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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