Mail Stop 4561





September 23, 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 filing and have the following
comments.
We have limited our review to only the issue raised in our
comments.
Where indicated, we think you should revise your document in
response
to this comment 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 our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
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 disclosure on page 74 that you hold an option to
enter into an interest rate swap to hedge a convertible FHLB
advance
and have classified this hedging relationship as a cash flow
hedge.
Please provide us with the following information with respect to
this
hedging relationship:

* 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.

* Clearly describe the terms of both the hedging instrument and
the
hedged item.

* Describe the specific documented risk being hedged.

* 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.

* Identify whether you use the long-haul method, the short-cut
method, or matched terms to assess the effectiveness of this
hedging
strategy.

* Describe how you assess hedge effectiveness and measure hedge
ineffectiveness.

* 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 qualify for such treatment.

* 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.

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.

* * * * *

      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.

	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

* 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
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

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

Sincerely,



Angela Jackson
Senior Accountant
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John W. Conlon
Peoples Bancorp Inc.
September 23, 2005
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