EXHIBIT 3(a)

                                   CERTIFICATE
                                       OF
               AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION
                                       OF
                              PEOPLES BANCORP INC.


         The undersigned hereby certify that they are the duly elected,
qualified and acting President and Secretary, respectively, of Peoples Bancorp
Inc., an Ohio corporation (the "Company"); that the Annual meeting of the
Shareholders (the "Annual Meeting") of the Company was duly called and held on
April 10, 2003, at which Annual Meeting a quorum of shareholder of the Company
was at all times present in person or by proxy; that the Directors of the
Company unanimously approved and recommended to the Shareholders the approval of
an amendment to Article FOURTH of the Company's Amended Articles of
Incorporation in order to increase the authorized number or shares of the
Company to 24,000,000 shares, all of which will be common shares, without par
value; and that the Resolution attached hereto as Annex 1 and incorporated
herein by this reference was duly adopted by the Shareholders of the Company at
the Annual Meeting by the affirmative vote of the holders of shares entitled
them to exercise at least a majority of the voting power of the Company entitled
to vote thereon in accordance with Article FOURTH of the Amended Articles of
Incorporation of the Company.

         IN WITNESS WHEREOF, the undersigned President and Secretary of Peoples
Bancorp Inc., acting for an on behalf of said Corporation, have hereunto set
their hands this 11th day of April, 2003.


                           /s/   ROBERT E. EVANS
                                 -----------------------------------
                                 Robert E. Evans, President

                          /s/   RUTH I. OTTO
                                -----------------------------------
                                Ruth I. Otto, Secretary





                                     ANNEX 1


                                   RESOLUTION


          RESOLVED, that the Amended Articles of Incorporation of Peoples
Bancorp Inc. be, and the same hereby are, amended by deleting present Article
FOURTH in its entirety and by substituting in its place new Article FOURTH in
the following form:

                                 Article FOURTH
                                       of
                      the Amended Articles of Incorporation
                                       of
                              Peoples Bancorp Inc.



FOURTH: The authorized number of shares of the Corporation shall be 24,000,000,
all of which shall be common shares, each without par value.