8-K

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): May 28, 2008

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
(Address of principal executive office)	(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 3

1

Item 8.01 Other Events

On May 28, 2008, Peoples Bank, National Association (“Peoples Bank”), a wholly-owned subsidiary of Peoples Bancorp Inc. (Nasdaq: PEBO) announced the signing of a purchase and assumption agreement with First National Bank of Grayson.  In accordance with the agreement, Peoples Bank is to sell its Grayson, Kentucky banking office to First National Bank of Grayson.  A copy of the news release is attached as Exhibit 99 to this current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

a) through (c) not applicable

d) Exhibits: The following exhibits are filed with this Current Report on Form 8-K:

Exhibit Number	Description
99	News Release issued May 28, 2008

2

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:  May 28, 2008	By: /s/	EDWARD G. SLOANE
		Edward G. Sloane
		Chief Financial Officer and Treasurer

INDEX TO EXHIBITS

Exhibit Number	Description
99	News Release issued May 28, 2008

3

EX-99

PEOPLES BANCORP INC. – P.O. BOX 738 - MARIETTA, OHIO – 45750

                                                      www.peoplesbancorp.com

 NEWS RELEASE

FOR IMMEDIATE RELEASE                                                                                                       &# 160;  Contact: Mark F. Bradley

May 28, 2008                                                                                                            President and Chief Executive Officer 

                            (740) 373-3155

PEOPLES BANK TO SELL BANKING OFFICE IN GRAYSON, KENTUCKY

_____________________________________________________________________

MARIETTA, Ohio – Peoples Bank, National Association (“Peoples Bank”), a wholly-owned subsidiary of Peoples Bancorp Inc. (NASDAQ: PEBO), announced today that it has agreed to sell its Grayson, Kentucky banking office (“Grayson office”) to First National Bank of Grayson (“First National Bank”).

“This action is consistent with our strategic plan to optimize our branch network to operate more efficiently and improve growth opportunities,” said Mark F. Bradley, Peoples Bancorp’s President and Chief Executive Officer.  “We look forward to continuing to serve our customers in Boyd and Greenup counties through our full-service offices in Ashland, Russell, Greenup, and Summit.”

Under terms of the purchase and assumption agreement, First National Bank has agreed to pay $500,000 for the Grayson office’s $14.9 million in deposits, $2.9 million in loans, and fixed assets, which have an approximate book value of $225,000.  The premium on deposits equates to approximately 1.85%.  If total deposits of the Grayson office increase or decrease by 10% before completion of the sale, then the premium on deposits will be adjusted accordingly by $25,000 for each 10% change in deposits.

The transaction, which is subject to regulatory approval, is expected to be completed in fourth quarter 2008.

“First National Bank, established in 1902, is locally owned and operated and is excited to have the opportunity to provide financial services to the customers of Peoples Bank’s Grayson office,” said Willis H. Kelley, President and CEO of First National Bank.  “We will work diligently with Peoples Bank to provide a smooth transition to its customers and strive to provide the excellent customer service our customers have come to expect.”

First National Bank of Grayson had $187 million in assets at March 31, 2008 and operates 6 offices in northeastern Kentucky’s Carter, Elliott and Morgan counties.

Peoples Bancorp Inc. is a diversified financial products and services company with $1.9 billion in assets, 50 locations and 38 ATMs in Ohio, West Virginia and Kentucky.  Peoples makes available a complete line of banking, investment, insurance, and trust solutions through its financial service units – Peoples Bank, National Association; Peoples Financial Advisors (a division of Peoples Bank) and Peoples Insurance Agency, Inc.  Peoples’ common shares are traded on the NASDAQ Global Select Market under the symbol “PEBO”, and Peoples is a member of the Russell 3000 index of US publicly traded companies.  Learn more about Peoples at www.peoplesbancorp.com.

END OF RELEASE

SafeHarbor Statement:

This press release may contain certain forward-looking statements with respect to Peoples’ financial condition, results of operations, plans, objectives, future performance and business.  Except for the historical and present factual information contained in this press release, the matters discussed in this press release, and other statements identified by words such as “expects,” “believes,” “plans,”  “will,” “would,” “should,” “could” and similar expressions are forward-looking statements within the meaning of Sections 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and 21E of the Securities Exchange Act of 1934, as amended, and Rule 3b-6 promulgated thereunder.  These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially.  Factors that might cause such a difference include, but are not limited to: (1) competitive pressures among depository institutions increase significantly; (2) changes in the interest rate environment impact interest margins; (3) prepayment speeds, loan sale volumes, charge-offs and loan loss provisions; (4) general economic conditions are less favorable than expected; (5) political developments, wars or other hostilities may disrupt or increase volatility in securities markets or other economic conditions; (6) legislative or regulatory changes or actions adversely affect Peoples’ business; (7) changes and trends in the securities markets; (8) a delayed or incomplete resolution of regulatory issues; (9) the impact of reputational risk created by these developments on such matters as business generation and retention, funding and liquidity; (10) the outcome of regulatory and legal proceedings and (11) other risk factors relating to the banking industry or Peoples as detailed from time to time in Peoples’ reports filed with the Securities and Exchange Commission (“SEC”).  Peoples  undertakes no obligation to release revisions to these forward-looking statements or reflect events or circumstances after the date of this release.  Copies of documents filed with the SEC are available free of charge at the Commission’s website at http://www.sec.gov and/or from Peoples’ website.