Edgar Filing: PEOPLES BANCORP INC

As filed with the Securities and Exchange Commission on December 13, 2005
Registration No. 33-54003
================================================================================

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

POST-EFFECTIVE
AMENDMENT NO. 2
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________

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

Ohio 31-0987416
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)

38 Putnam Street, Marietta, Ohio 45750
(740) 373-3155
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
_______________

Charles R. Hunsaker, Esq., General Counsel
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
(740) 374-6109
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-5607

Approximate date of commencement of proposed sale to the public:
From time to time after this Post-Effective Amendment No. 2 becomes effective.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]_________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]_________

If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.[ ]

If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box.[ ]

On June 7, 1994, Peoples Bancorp Inc. ("Peoples" or the "Registrant")
filed a Registration Statement on Form S-3 (Registration No. 33-54003) (the
"Registration Statement") with the Securities and Exchange Commission (the
"SEC") in order to register 500,000 of no-par value common shares of Peoples for
offering and sale to participants in the Peoples Bancorp Inc. Dividend
Reinvestment Plan (the "DRP"), pursuant to Rule 415 under the Securities Act of
1933, as amended (the "1933 Act"). The Registration Statement became effective
upon filing.

On April 23, 2003, Peoples filed Post-Effective Amendment No. 1 to the
Registration Statement in order to evidence that Peoples had determined that the
Registration Statement was to cover only the 500,000 common shares originally
registered and not any additional common shares resulting from any stock split
or stock dividend occurring after June 7, 1994 and prior to the completion of
the offering of common shares of Peoples covered by the Registration Statement
pursuant to the DRP.

Effective November 28, 2005, Peoples appointed a new administrator for
the DRP. Information concerning the operation of the DRP is provided in the
definitive prospectus relating to the offering of the 290,620 common shares of
Peoples remaining available for issuance under the DRP as of December 13, 2005
(the "2005 Prospectus") filed as part of this Post-Effective Amendment No. 2 to
the Registration Statement. The 2005 Prospectus discloses updated information in
respect of the manner in which the DRP operates and identifies the new
administrator of the DRP - Shareowner Services, a division of Wells Fargo Bank,
N.A. and the registrar and transfer agent for the common shares of Peoples. As
part of this Post-Effective Amendment No. 2 to the Registration Statement,
Peoples is also filing certain exhibits.

PROSPECTUS

DIVIDEND REINVESTMENT PLAN

[LOGO]

290,620 Common Shares
(no par value)

CUSIP 709789 10 1

Trading Symbol:
NASDAQ National Market -- PEBO

Investment in our common shares, as with any investment in securities,
involves investment risks, including the risk of possible loss of value.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

These securities are not savings accounts, deposits or other
obligations of any bank or non-bank subsidiary and are not insured or guaranteed
by the Federal Deposit Insurance Corporation or any other government agency.

The date of this prospectus is December 13, 2005.

PROSPECTUS

PEOPLES BANCORP INC.
138 Putnam Street
Marietta, Ohio 45750
(740) 373-3155

DIVIDEND REINVESTMENT PLAN

290,620 Common Shares
(no par value)

CUSIP 709789 10 1

Trading Symbol:
NASDAQ National Market -- PEBO

We are offering our shareholders a simple and convenient method to
purchase additional common shares, without payment of any brokerage commissions
or service charges, through the Dividend Reinvestment Plan (the "DRP"). By
participating in the DRP, shareholders may reinvest their cash dividends in full
or in part.

Common shares purchased under the DRP may be purchased from us or
purchased for participants in the open market, at our option. The price of the
common shares purchased from us will be the average of the official closing
sales prices reported on the NASDAQ National Market on the five business days
immediately preceding the applicable purchase date for which such prices have
been reported. If common shares are purchased in the open market, the price of
the common shares will be the weighted average purchase price of the common
shares. The official closing price of our common shares on December 12, 2005 was
$30.00.

Shareholders currently enrolled in the DRP will continue to be enrolled
until they notify Shareowner Services, administrator for the DRP (the "Plan
Administrator"), that they wish to withdraw. Shareholders who do not wish to
participate in the DRP will continue to receive cash dividends in the usual
manner.

The date of this prospectus is December 13, 2005.

Table of Contents

Page No.
-----------
Peoples Bancorp Inc. 1
Where You Can Find More Information 1
Documents Incorporated by Reference 1
Description of the DRP 2
U.S. Federal Income Tax Consequences 11
Use of Proceeds 12
Reports to Shareholders 12
Indemnification of Directors and Officers 13
Legal Matters 14
Experts 14

You should rely only on the information incorporated by reference or
provided in this prospectus or in any prospectus supplement. We have not
authorized any other person to provide you with different information. Peoples
is not making an offer to sell our common shares in any jurisdiction in which
such offer is not permitted. You should not assume that the information in this
prospectus or in any prospectus supplement is accurate as of any date other than
the date of the document.

Unless the context requires otherwise, the terms "Peoples," "we," "our"
and "us" refer to Peoples Bancorp Inc.

Peoples Bancorp Inc.

Peoples is a financial holding company organized in 1980, with origins
in the Mid-Ohio Valley dating back to 1902. At December 13, 2005, our
wholly-owned subsidiaries included Peoples Bank, National Association ("Peoples
Bank"), Peoples Investment Company, PEBO Capital Trust I and PEBO Capital Trust
II. Peoples Bank also owns Peoples Insurance Agency, Inc. ("Peoples Insurance"),
PBNA L.L.C. and Peoples Loan Services, Inc. Peoples Investment Company also owns
Peoples Capital Corporation.

Our primary business activities currently are confined to the financial
services industry and are conducted through Peoples Bank, our principal
operating subsidiary. Peoples Bank is a full service community bank that
provides an array of financial products and services designed to satisfy its
customers' demands. Peoples Bank offers traditional banking products through 49
financial service locations and 34 automated teller machines ("ATMs") in Ohio,
West Virginia and Kentucky, as well as through banking by phone and
Internet-based banking. Peoples Bank offers a full range of life, health,
property and casualty insurance products through Peoples Insurance. Peoples Bank
also makes available other financial services through its Peoples Financial
Advisors division, which provides customer-tailored services for fiduciary
needs, investment alternatives, financial planning, retirement plans and other
asset management needs. Brokerage services are offered exclusively through an
unaffiliated registered broker-dealer. Peoples Loan Services, Inc. is operated
by Peoples Bank as an asset management subsidiary.

Peoples Investment Company and Peoples Capital Corporation were formed
in 2001 to better deploy investable funds and provide new investment
opportunities. The primary purpose of Peoples Investment Company is to manage a
passive investment portfolio and serve as the holding company for Peoples'
capital management subsidiaries. Peoples Capital Corporation manages an active
investment portfolio of assets that are either limited or restricted at the bank
level.

Our principal executive office is located at 138 Putnam Street,
Marietta, Ohio 45750 and our telephone number is (740) 373-3155. Peoples'
Internet website address is www.peoplesbancorp.com.

Where You Can Find More Information

We are subject to the information and reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), under which we
file annual, quarterly and current reports, proxy statements and other
information with the Securities and Exchange Commission (the "SEC"). The public
may read and copy any of our periodic reports, current reports, proxy statements
and other information filed with the SEC at the SEC's Public Reference Room at
100 F Street, N.E., Washington, D.C. 20549. You can request copies of these
documents, upon payment of a duplicating fee, by contacting the SEC. Please call
the SEC at 1-800-SEC-0330 for information on the operation of the Public
Reference Room. Our SEC filings are also available to the public at the SEC's
Internet website at www.sec.gov and at our Internet website at
www.peoplesbancorp.com.

Peoples has filed with the SEC a registration statement on Form S-3
under the Securities Act of 1933, as amended (the "Securities Act"). This
prospectus does not contain all of the information set forth in the registration
statement, some parts of which are omitted in accordance with the rules and
regulations of the SEC. For further information, reference is hereby made to the
registration statement and all amendments and exhibits thereto.

Documents Incorporated by Reference

We are "incorporating" certain documents into this prospectus by
reference, which means that we are disclosing important information to you by
referring to documents that contain such information. The information
incorporated by reference is an important part of this prospectus, and
information we file later with the SEC will automatically update and supersede
the information in this prospectus. We incorporate by reference the documents
listed below that we have previously filed with the SEC:

o our Annual Report on Form 10-K for the fiscal year ended December 31,
2004;

o our Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 2005, June 30, 2005 and September 30, 2005;

o our Current Reports on Form 8-K filed with the SEC on February 11,
2005 (two Forms 8-K filed), April 19, 2005, May 3, 2005, May 13, 2005,
May 31, 2005, June 9, 2005, June 17, 2005, July 11, 2005, July 14,
2005, August 12, 2005, September 16, 2005, and November 10, 2005; and

o the description of our common shares contained in our Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.

Later information that we file with the SEC will update and/or
supersede this information. We are also incorporating by reference all documents
that we file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act after the date of this prospectus and prior to the termination of
the offering of the common shares under the DRP.

We will provide any of the above documents (including any exhibits that
are specifically incorporated by reference in them) to each person, including
any beneficial owner, to whom a prospectus is delivered. You may request these
documents at no cost. Written or telephone requests should be directed to:
Peoples Bancorp Inc., 138 Putnam Street, P.O. Box 738, Marietta, Ohio
45750-0738, Attention: Charles R. Hunsaker, Esq., (740) 374-6109.

Description of the DRP

Purpose
-------

The DRP provides our shareholders with a convenient and economical
method of purchasing additional common shares. Shareholders may invest their
cash dividends in common shares without paying any brokerage commissions,
service charges or other expenses in connection with the purchase.
Common shares purchased under the DRP may be purchased from us or purchased for
participants in the open market, at our option. Common shares purchased from us
may be either authorized but unissued common shares or treasury shares. We will
use any funds received from common shares purchased from us for general
corporate purposes. We will receive no proceeds from purchases by the DRP of
common shares in the open market.

Advantages to Participants
--------------------------

A participant in the DRP who authorizes reinvestment of dividends will
have automatically reinvested in common shares the designated percentage of the
cash dividends paid on the common shares held in his or her name and all of the
cash dividends paid on the common shares held in his or her account under the
DRP. There are no brokerage commissions or service charges payable by you in
connection with purchases under the DRP. Full investment of dividends is
possible because the DRP permits fractional common shares to be credited to
participants' accounts. In addition, cash dividends paid on whole and fractional
common shares credited to a participant's account under the DRP are reinvested
in the same manner.

Participants can avoid the inconvenience, risk and expense of
safekeeping certificates for the common shares credited to their accounts under
the DRP. Statements of account are furnished to participants to provide
simplified recordkeeping.

The DRP does not represent a change in our dividend policy or a
guarantee of future dividends, which will continue to depend upon our earnings,
financial condition and such other factors as our Board of Directors may deem
relevant.

Administration
--------------

Shareowner Services, a division of Wells Fargo Bank, N.A. and the
registrar and transfer agent for our common shares, will administer the DRP,
keep records, send statements of account to participants and perform other
duties relating to the DRP. It is anticipated that most of the common shares
purchased for participants under the DRP will be purchased from us. Common
shares purchased in the open market will be purchased by independent agents. We
may not, nor may any of our affiliates, exercise any direct or indirect control
or influence over the times when, or the prices at which, these independent
agents may purchase common shares for the DRP, the amount of common shares to be
purchased, or the manner in which common shares are to be purchased.

Eligibility
-----------

All of our record shareholders are eligible to participate in the DRP.
However, regulations in certain countries may limit or prohibit participation in
this type of plan. Accordingly, persons residing outside the United States who
wish to participate in the DRP should first determine whether they are subject
to any governmental regulations prohibiting their participation.

Eligible shareholders have the option to automatically reinvest all or
some of their cash dividends. The percentage of reinvestment desired should be
specified on your Authorization for Automatic Dividend Reinvestment Plan card.
Once you have selected the percentage of cash dividends to be reinvested, that
percentage will remain in effect until you change your election. Therefore, any
increase or decrease in the number of common shares registered in your name will
result in an increase or decrease in the amount of cash dividends reinvested
under the DRP, unless your election is changed accordingly.

If you beneficially own common shares which are registered in the name
of a bank, broker, dealer or other nominee, in order to participate in the DRP,
you must become a shareholder of record by having some or all of your common
shares transferred into your name.

How to Enroll in the DRP
------------------------

Shareholders currently enrolled in the DRP will continue to be enrolled
until they notify the Plan Administrator that they wish to withdraw. If you are
not already enrolled in the DRP, you may join the DRP by completing and signing
an Authorization for Automatic Dividend Reinvestment Plan card and returning it
to the Plan Administrator or by completing the online enrollment process (see
"Internet Privileges"). Once enrolled in the DRP, you will continue to be
enrolled without further action, unless you give notice to the Plan
Administrator that you wish to withdraw.

Dividend record dates are chosen from time to time by our Board of
Directors and are customarily in the months of March, June, September and
December. Dividend record dates will vary from time to time, and may be chosen
in months other than March, June, September and December. If your Authorization
for Automatic Dividend Reinvestment Plan card is received by the Plan
Administrator prior to a dividend record date, the reinvestment of your cash
dividends will begin with the payment of that dividend. If your Authorization
for Automatic Dividend Reinvestment Plan card is received after the dividend
record date, that dividend will be paid to you in cash and your next dividend
payment will be reinvested under the DRP.

Reinvestment Options
--------------------

FULL DIVIDEND REINVESTMENT -- All cash dividends paid on common shares
held in physical certificate form registered in your name on the records of
Peoples and all cash dividends paid on all common shares credited to your
account under the DRP will be used to purchase additional common shares. You
will not receive cash dividends from us; instead, the dividends will be
reinvested.

PARTIAL DIVIDEND REINVESTMENT -- All cash dividends paid on a
percentage (chosen by you) of the common shares registered in your name and all
cash dividends paid on all common shares credited to your account under the DRP
will be used to purchase additional common shares. You may elect percentages
from 10% to 90%, in increments of 10%. If you elect partial dividend
reinvestment, the cash dividends paid on those common shares not subject to
dividend reinvestment, will be paid to you either by check from Peoples or by
direct deposit to your bank, when the dividends are declared and paid.

DIRECT DEPOSIT OF DIVIDENDS -- You can have your cash dividends not
being reinvested transferred directly to your bank for deposit. For electronic
direct deposit of cash dividends, you should contact the Plan Administrator to
request a Direct Deposit of Dividends Authorization form, complete the form, and
return the form to the Plan Administrator. Be sure to include a voided blank
check for a checking account or a voided blank savings deposit slip for a
savings account. If your common shares are jointly owned, all owners must sign
the form.

How to Change Your Election
---------------------------

You may change your reinvestment option at any time by going online
(see "Internet Privileges"), calling the Plan Administrator (see "Telephone
Privileges") or sending written notice to the Plan Administrator by mail or by
fax. Notices received on or before a dividend record date will be effective for
that cash dividend. Notices received after a dividend record date will not be
effective until after that cash dividend has been paid.

Internet Privileges
-------------------

You may access your shareholder account information, enroll in the DRP,
and perform certain transactions via the Internet. For shareholders of record,
to activate your account online and establish your personal identification
number (PIN), you will need your 10-digit account number (which is listed on
your dividend check or your DRP statement), your social security or tax
identification number, your e-mail address, and the name of the corporation
whose common shares you own -- i.e., Peoples Bancorp Inc.

To activate your account online, go to www.shareowneronline.com and
click "First Time Visitor Sign Up." Then, simply follow the instructions found
on the "First Time Visitor New Member Registration" page. Once you have
successfully activated your account online, you will receive an e-mail notifying
you that your account information is available, usually the next business day.

Once you have activated your account online, you can also perform the
following transactions online:

o enroll in the DRP or change your dividend reinvestment option (for
example, from full to partial reinvestment);

o sell some or all of the common shares credited to your account under
the DRP if the then current market value of the common shares to be
sold is $25,000 or less (if the market value of the common shares to
be sold is greater than $25,000, the request must be submitted to the
Plan Administrator in writing); or

o terminate your participation in the DRP.

Certain restrictions may apply. If you have any questions concerning
your Internet privileges, please contact the Plan Administrator.

Telephone Privileges
--------------------

If you have established automated privileges for your account, you can
perform the following transactions by calling the Plan Administrator:

o change your dividend reinvestment option (for example, from full to
partial reinvestment);

o request a physical certificate for some or all of the whole common
shares credited to your account under the DRP, but only if the then
current market value of the common shares for which a certificate is
to be issued is $50,000 or less (if the market value of the common
shares for which a certificate is to be issued is greater than
$50,000, the request must be submitted to the Plan Administrator in
writing); or

o terminate your participation in the DRP.

To establish automated privileges, please contact the Plan
Administrator and request an Automated Request Authorization form.

Purchase Dates
--------------

Common shares purchased from us will be purchased with reinvested
dividends as of the date our quarterly dividend is payable. If common shares are
purchased in the open market, the Plan Administrator will begin making purchases
of common shares for participants on each applicable quarterly dividend payment
date. If a dividend payment date falls on a date when there is no trading, the
purchase date will be the next trading date. If common shares are not purchased
within 30 days after a dividend payment date, the Plan Administrator will mail
you a check in the amount of your unapplied cash dividends, without interest.

How Common Shares are Purchased for the DRP
-------------------------------------------

As and when dividends are paid on our common shares, we will promptly
make available to the Plan Administrator your designated percentage of the cash
dividends payable on your common shares held of record and all of the cash
dividends payable on the common shares credited to your account under the DRP,
in each case subject to any applicable tax withholding requirements.

On each purchase date, we will make common shares available for
purchase under the DRP from authorized but unissued common shares or treasury
shares. Alternatively, we may choose, in our sole discretion, to have common
shares purchased for participants in the DRP in the open market. We may not
change our determination as to the source of the common shares to be purchased
under the DRP (i.e., from us or in the open market) more than once in any
three-month period.

If at any time we decide not to make common shares available for
purchase from us by the DRP and the Plan Administrator is unable to purchase
common shares in the open market (by reason of the operation of applicable laws,
the closing of the securities markets or any other temporary curtailment or
suspension of open market purchases), we will not have any liability to you
arising out of the inability to make purchases at such time. In any case, if
common shares are not purchased within 30 days after a dividend payment date,
the Plan Administrator will mail you a check in the amount of your unapplied
cash dividends, without interest.

Price of Common Shares Purchased Under the DRP
----------------------------------------------

The price of all common shares purchased with reinvested cash
dividends, whether purchased from us or purchased for participants in the DRP in
the open market, will be based on the price of the common shares reported on the
NASDAQ National Market. The price of common shares purchased from us will be the
average of the closing sales prices reported on the NASDAQ National Market on
the five business days immediately preceding the applicable purchase date for
which such prices have been reported. The price of common shares purchased for
participants in the DRP in the open market will be the weighted average purchase
price of the common shares.

Number of Common Shares Purchased for Each Participant
------------------------------------------------------

Common shares purchased with reinvested cash dividends will be
allocated by the Plan Administrator among the accounts of all participants in
the DRP. The number of common shares that will be allocated to your account
under the DRP following any purchase date will depend on the amount of your cash
dividends available for investment on such date and the purchase price for the
common shares. Your account will be credited with the number of common shares
(including any fractional common share computed to three decimal places) that
results from dividing the total cash dividends to be invested by the applicable
purchase price.

Costs of Participation
----------------------

We will pay most costs of administering the DRP. You will incur no
brokerage commissions or service charges for purchases made through the DRP. If
you request that the common shares credited to your account under the DRP be
sold on the open market, you must pay all applicable brokerage commissions and
service charges related to the sale transaction.

How to Sell Common Shares Held in Your Account
----------------------------------------------

You may request that any or all of the common shares credited to your
account under the DRP be sold on the open market. Upon receipt of your request,
the Plan Administrator will sell on the open market the number of whole common
shares designated for sale. If you instruct the Plan Administrator to cause your
common shares to be sold on the open market, you will pay any related brokerage
commissions and service charges, which will be deducted from the proceeds of the
sale. Cash payments for fractional common shares will be paid to you by the Plan
Administrator based on the selling price of the whole common shares less any
applicable brokerage commissions and service charges. In addition, if Peoples,
or the Plan Administrator on behalf of the DRP, purchases any of the common
shares credited to your account under the DRP, you will pay no brokerage
commissions or service charges.

If you submit a request to sell all or part of the common shares
credited to your account under the DRP, and you request the net proceeds to be
automatically deposited to a bank checking or savings account, you must provide
a voided blank check for a checking account or a voided blank savings deposit
slip for a savings account. If you are unable to provide a voided check or
deposit slip, your written request must have your signature(s) medallion
guaranteed by an eligible financial institution for direct deposit. Requests for
automatic deposit of sale proceeds that do not provide the required
documentation will not be honored and a check for the net proceeds will be
issued to you.

Selling participants should be aware that the price of common shares
may fall or rise during the period between your submitting a request for sale,
its receipt by the Plan Administrator, and the ultimate sale in the open market.
You should evaluate these possibilities while deciding whether and when to sell
any common shares credited to your account under the DRP. The price risk will be
borne solely by you.

The Plan Administrator will make every effort to process your sale
order on the business day next following receipt of your properly completed
request (sale requests involving multiple transactions may experience a delay).
The Plan Administrator will not be liable for any claim arising out of failure
to sell common shares on a certain date or at a specific price. This risk should
be evaluated by you and is a risk that is borne solely by you.

Reports to Participants
-----------------------

After each purchase of common shares for your account under the DRP,
the Plan Administrator will mail you a statement showing the amount of cash
dividends invested, the purchase price, the number of common shares purchased,
and comparable information for the year to date. After each sale of common
shares for your account under the DRP, the Plan Administrator will mail you a
statement showing the number of common shares sold, the sale price, the amount
of any brokerage commissions and service charges related to the sale, and
comparable information for the year to date. These statements are your record of
the costs of the purchases and the costs and net proceeds of the sales of common
shares made for your account under the DRP and should be retained for income tax
purposes. The Plan Administrator may impose a fee if it is required to supply
prior year duplicate statements.

In addition, you will receive the most current prospectus for the DRP
and all communications sent to our shareholders, including our quarterly reports
and annual reports to shareholders, notices of meetings of shareholders, proxy
statements and Internal Revenue Service information for reporting dividend
income.

Issuance of Certificates to Participants
----------------------------------------

The number of common shares credited to your account under the DRP will
be shown on your statement. Common shares purchased under the DRP for your
account will be registered in the name of the Plan Administrator or one of its
nominees. Physical certificates for such common shares will not be issued to you
unless requested. This custodial service will help protect you against the risk
of loss, theft or destruction of the certificates.

Certificates for any number of whole common shares credited to your
account under the DRP will be issued at any time upon your request to the Plan
Administrator. Any remaining whole and fractional common shares will continue to
be credited to your account under the DRP. Certificates for fractional common
shares will not be issued under any circumstances. You will receive a cash
payment in lieu of any fractional common share credited to your account if you
withdraw from the DRP. Your account under the DRP will be maintained in the name
in which your common shares were registered at the time you enrolled in the DRP.
Certificates issued at your request will be similarly registered, and dividends
paid on common shares represented by such certificates will continue to be
reinvested in accordance with your reinvestment election under the DRP.

Common shares credited to your account under the DRP may not be
pledged. If you wish to pledge your common shares, you must request that a
certificate for the common shares be issued in your name.

Certificates Held by Participants May Be Deposited into the DRP
---------------------------------------------------------------

You may deposit common shares presently registered in your name (and
evidenced by physical certificates) into the DRP. Depositing common shares into
the DRP will enable you to receive one statement showing your total ownership of
common shares and eliminate any expense or inconvenience related to safekeeping
your common shares in physical certificate form. In order to deposit common
shares into the DRP, you must send your certificate(s) to the Plan Administrator
with a request to deposit them to your account under the DRP. Because you bear
the risk of loss when sending certificates through the mail, we suggest that you
send them by registered or certified mail, return receipt requested, and insure
them for at least 3% of the then current market value. Please do not endorse the
certificates.

Gift of Common Shares Within the DRP
------------------------------------

If you wish to change the ownership of all or part of your common
shares held under the DRP through gift, you may effect the transfer by mailing a
properly completed and executed Irrevocable Stock Power form to the Plan
Administrator. Requests for transfer are subject to the same requirements as for
the transfer of common shares evidenced by physical certificates, including the
requirement of a signature guarantee by an eligible guarantor institution.
Irrevocable Stock Power forms are available upon request from the Plan
Administrator.

Common shares transferred by you to another person will continue to be
held by the Plan Administrator under the DRP. An account will be opened in the
name of the transferee, if he or she is not already a participant in the DRP,
and the transferee will automatically be enrolled in the DRP. If the transferee
is not already a participant in the DRP, you may make a reinvestment election
for the transferee at the time of the gift. If no reinvestment election is made,
all dividends on common shares transferred to the transferee's account under the
DRP will be reinvested under the terms of the DRP.

Each transferee will receive a statement showing the number of common
shares transferred to, and held in, the transferee's account under the DRP.

If you request to transfer all of the common shares in your account
under the DRP between a dividend record date and a dividend payment date, your
transfer request will be processed; however, your participation in the DRP will
not be terminated. You may receive additional dividend reinvestment common
shares which will require you to submit a written request to transfer the
additional common shares.

Effect of the Sale/Transfer of Common Shares Registered in Your Name
--------------------------------------------------------------------

If you sell or transfer all of the common shares registered in your
name (i.e., those for which you hold physical certificates), dividends on the
common shares credited to your account under the DRP will continue to be
reinvested, until you notify the Plan Administrator that you wish to withdraw
from the DRP. However, if you then hold less than one whole common share in the
DRP, your participation in the DRP may be automatically terminated and the Plan
Administrator will make a cash payment to you for the remaining fractional
common share based on the then current market price.

Stock Dividends, Stock Splits and Subscription Rights
-----------------------------------------------------

Any stock dividends or stock splits (including fractional common
shares) distributed on common shares credited to your account under the DRP will
be added to your account. Stock dividends or stock splits distributed on common
shares not held in the DRP will be mailed directly to you in the same manner as
to shareholders who are not participating in the DRP. The aggregate number of
common shares offered under the DRP, and indicated on the cover page of this
prospectus, will not be adjusted to reflect stock dividends or stock splits.

If we make available to our shareholders rights to subscribe to
additional common shares, debentures or other securities, the whole common
shares held for you under the DRP will be added to the other common shares held
by you in calculating the number of rights to be offered to you.

If you send a notice of termination or a request to sell to the Plan
Administrator between the record date and the payable date for a stock
distribution, the request will not be processed until the stock distribution is
credited to your account under the DRP.

Voting of Common Shares in the DRP
----------------------------------

You will direct how the common shares held in your account under the
DRP are voted. For each meeting of our shareholders, you will receive a proxy
card which will enable you to vote all of the common shares registered in your
own name and all of the common shares credited to your account under the DRP
(including fractional common shares calculated to three decimal places) as of
the record date for the meeting. Common shares held under the DRP may also be
voted in person at the meeting in the same manner as common shares registered in
your own name.

How to Withdraw from the DRP
----------------------------

You may terminate your participation in the DRP at any time by giving
notice to the Plan Administrator. If your request to withdraw from the DRP is
received on or after a dividend record date, but before the dividend payment
date, your withdrawal will be processed as soon as practicable, and a separate
dividend check will be mailed to you. Future dividends will be paid in cash,
unless you re-enroll in the DRP.

Your withdrawal request should specify whether to (i) issue physical
certificate(s) for all of the whole common shares credited to your account under
the DRP and sell the remaining fractional common shares, (ii) sell all of the
common shares credited to your account under the DRP, or (iii) issue physical
certificate(s) for a specified number of the whole common shares credited to
your account under the DRP and sell the remaining common shares. You will
receive a check or direct deposit in the amount of the proceeds, less any
applicable brokerage commissions and service charges, of any fractional or whole
common shares sold.

If no election is made in the request for withdrawal, a certificate
will be issued for the whole common shares credited to your account under the
DRP, and a check issued for the net proceeds, less any brokerage commissions and
service charges, of the fractional common shares.

When submitting written instructions to the Plan Administrator, all
registered owners must sign as their name(s) appear on their account.

Death of a Participant
----------------------

If you die, your account under the DRP will continue and dividends will
continue to be reinvested until the Plan Administrator receives instructions
from a duly authorized representative of your estate. Please contact the Plan
Administrator for additional information and assistance.

Modification and Termination of the DRP
---------------------------------------

We reserve the right to modify, suspend or terminate the DRP at any
time. You will receive notice of any such action. Any such modification,
suspension or termination will not affect any previously executed transactions.
We also reserve the right to adopt, and from time to time change, such
administrative rules and regulations as may be desirable or appropriate for the
administration of the DRP.

Upon termination of the DRP, you will receive a physical certificate
for all whole common shares, and a cash payment for any fractional common
shares, credited to your account as of the date of termination. The cash payment
will be based on the market price of the common shares on the settlement date.
You will also receive a check in the amount of any uninvested cash dividends,
without interest.

Fees

Issuance of Certificate(s) Paid by Peoples
Deposit of Certificate(s) Paid by Peoples
Gift of Common Shares Within the DRP Paid by Peoples
Investment Fees
o Dividend reinvestment service charge Paid by Peoples
o Brokerage commission, if any, related to purchase Paid by Peoples
Sale Fees
o Service charge $15.00 per transaction
o Brokerage commission related to sale $0.10 per share
Prior Year Duplicate Statements $15.00 per year

Responsibility of Peoples and the Plan Administrator
----------------------------------------------------

In administering the DRP, none of Peoples, the Plan Administrator or
any broker/dealer selected by the Plan Administrator to execute purchases and
sales on behalf of DRP participants will be liable for any good faith act or
good faith omission to act, including but not limited to any claim of liability
(i) arising out of the failure to terminate a participant's account upon such
participant's death prior to receipt of a notice in writing of such death from a
duly authorized representative of the estate, (ii) with respect to the prices or
times at which common shares are purchased or sold, or (iii) as to the value of
the common shares acquired for participants.

The Plan Administrator is acting solely as the agent of Peoples and
owes no duties, fiduciary or otherwise, to any other person by reason of the
DRP, and no implied duties, fiduciary or otherwise, will be read into the status
of the Plan Administrator under the DRP.

The Plan Administrator undertakes to perform such duties and only such
duties as are expressly described in this prospectus to be performed by it, and
no implied covenants or obligations will be read into the DRP against the Plan
Administrator or Peoples.

In the absence of negligence or willful misconduct on its part, the
Plan Administrator, whether acting directly or through agents or attorneys, will
not be liable for any action taken, suffered or omitted, or for any error of
judgment made by it, in the performance of its duties under the DRP. In no event
will the Plan Administrator be liable for special, indirect or consequential
loss or damage of any kind whatsoever (including but not limited to lost
profit), even if the Plan Administrator has been advised of the likelihood of
such loss or damage and regardless of the form of action.

The Plan Administrator will not be required to make and will make no
representations and have no responsibilities as to the validity, accuracy, value
or genuineness of any signatures or endorsements, other than its own. In
addition, the Plan Administrator will not be obligated to take any legal action
under the DRP that might, in its judgment, involve any expense or liability,
unless it has been furnished with reasonable indemnity.

The Plan Administrator will not be responsible or liable for any
failure or delay in the performance of its obligations under the DRP arising out
of or caused, directly or indirectly, by circumstances beyond its reasonable
control, including, without limitation, acts of God; earthquakes; fires; floods;
wars; civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, computer (hardware or software) or
communications services; accidents; labor disputes; acts of civil or military
authority or governmental actions; it being understood that the Plan
Administrator will use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances.

The Plan Administrator is authorized to choose a registered
broker/dealer, including a broker/dealer affiliated with the Plan Administrator,
at its sole discretion to facilitate purchases and sales of common shares by DRP
participants. The Plan Administrator will furnish the name of the registered
broker/dealer, including any affiliated broker/dealer, utilized in common share
transactions within a reasonable time upon written request from a DRP
participant.

All transactions in connection with the DRP will be governed by the
laws of the State of Ohio.

We cannot assure you of a profit or protect you against a loss on common shares
purchased under the DRP.

Correspondence Regarding the DRP
--------------------------------

Correspondence regarding the DRP should be directed as follows:

Transactional requests, informational requests and other
general correspondence should be mailed to:
Shareowner Services
P.O. Box 64856
St. Paul, MN 55164-0856

Certificates to be deposited in the DRP and correspondence by
certified or overnight mail should be sent to:
Shareowner Services
161 North Concord Exchange
South St. Paul, MN 55075-1139

General information and automated requests (i.e., telephone privileges)
should be directed to:
Telephone: 1-800-468-9716
Telephone: 651-450-4064 (outside the United States)
An automated voice response system is available 24 hours a day, 7 days
a week. Customer Service Representatives are available from 7:00 a.m.
to 7:00 p.m.,
Central Standard Time, Monday through Friday.
Fax: 651-450-4085

Internet correspondence and transactions:
General Inquiries: www.wellsfargo.com/shareownerservices
Individual DRP Account Information: www.shareowneronline.com

U.S. Federal Income Tax Consequences

The following is a brief summary of some of the principal U.S. federal
income tax considerations applicable as of the date of this prospectus to
participation in the DRP.

In general, participants in the DRP will have the same U.S. federal
income tax consequences with respect to dividends as shareholders not
participating in the DRP. You will be treated for U.S. federal income tax
purposes as having received on each dividend payment date with respect to common
shares held for you, a dividend equal to the full amount of the cash dividends
payable on both the common shares registered in your own name and the common
shares held through the DRP, even though the amount of dividends reinvested is
not actually received in cash but is instead applied to the purchase of common
shares for your account under the DRP. In addition, the Internal Revenue Service
has ruled that the amount of brokerage commissions paid by us on your behalf
(where DRP common shares are purchased on the open market) is to be treated as a
distribution to you which is subject to income tax in the same manner as
dividends. The sum of those amounts becomes your cost basis for those common
shares.

Your statement of account under the DRP will show the price per share
to you of common shares purchased with reinvested dividends. That price, which
will include the brokerage commissions paid by us on your behalf on purchase
under the DRP of our common shares, is the federal income tax cost basis to you
of common shares acquired under the DRP. Your statement of account will also
show the date on which the common shares purchased under the DRP were credited
to your account. Your holding period for common shares purchased under the DRP
generally will begin on the date following the date on which those common shares
are credited to your DRP account.

Information forms (Forms 1099-DIV) will be mailed to DRP participants
each year and will set forth the taxable dividends and brokerage commissions
reportable for U.S. federal income tax purposes. These dividends and brokerage
commissions must be reported on your federal income tax return.

Reinvested dividends are not subject to withholding unless (i) you fail
to give your social security or tax identification number to us, (ii) the
Internal Revenue Service notifies us that you are subject to tax withholding or
(iii) you fail to certify, under penalties of perjury, that you are not subject
to backup withholding if such certification is required. If you are a
shareholder whose dividends are subject to tax withholding, we will apply toward
the purchase of common shares under the DRP an amount equal to the dividends
being reinvested less the amount of tax required to be withheld. Your statement
of account under the DRP will indicate the amount of tax withheld.

You will not recognize any taxable income upon receipt of a certificate
for whole common shares credited to your account under the DRP, whether upon
request for such a certificate, upon termination of your participation in the
DRP or upon termination of the DRP. However, you may recognize a gain or loss
upon receipt of a cash payment for whole common shares or a fractional common
share credited to your account under the DRP when that account is terminated by
you, when common shares credited to your account under the DRP are sold or when
the DRP is terminated. A gain or loss may also be recognized upon your
disposition of the common shares received from the DRP. The amount of any such
gain or loss will be the difference between the amount received for the whole or
fractional common shares and the cost basis of the common shares. Generally,
gain or loss recognized on the disposition of common shares acquired under the
DRP will be treated for U.S. federal income tax purposes as a capital gain or
loss and will be long-term capital gain or loss if, as of the date of such
disposition, the holding period with respect to the common shares sold exceeds
one year.

You should consult your personal tax advisor with specific reference to
your own tax situation and potential changes in the applicable law as to all
federal, state, local, foreign and other tax matters in connection with the
reinvestment of dividends and purchases of common shares under the DRP, your
cost basis and holding period for common shares acquired under the DRP, the
potential application of the "wash sale" rules and the character, amount and tax
treatment of any gain or loss realized on the disposition of common shares.

ANY FEDERAL TAX ADVICE CONTAINED IN THE FOREGOING IS NOT INTENDED OR
WRITTEN BY THE PREPARER OF SUCH ADVICE TO BE USED, AND IT CANNOT BE USED BY THE
RECIPIENT, FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED ON THE
RECIPIENT. THIS DISCLOSURE IS INTENDED TO SATISFY U.S. TREASURY DEPARTMENT
REGULATIONS.

Use of Proceeds

We do not know either the number of common shares that will ultimately
be sold under the DRP or the prices at which such common shares will be sold. In
addition, although it is anticipated that most of the common shares purchased
for participants under the DRP will be purchased from us, we may choose, in our
sole discretion, to have common shares purchased for participants in the DRP in
the open market. We propose to use the net proceeds from the sale of any common
shares purchased from us for general corporate purposes. However, we are unable
to estimate the amount of any such net proceeds that will be devoted to any
specific purposes.

Reports to Shareholders

Our shareholders receive annual reports containing audited consolidated
financial statements with the reports of our independent registered public
accounting firm. Shareholders also receive quarterly reports containing
unaudited interim consolidated financial statements and other information.

Indemnification of Directors and Officers

Under Section 1701.13(E) of the Ohio Revised Code, directors, officers,
employees and agents of Ohio corporations have an absolute right to
indemnification for expenses (including attorneys' fees) actually and reasonably
incurred by them to the extent they are successful in defense of any action,
suit or proceeding, including derivative actions, brought against them, or in
defense of any claim, issue or matter asserted in any such action, suit or
proceeding. A director, officer, employee or agent is entitled to such
indemnification if such individual's success is "on the merits or otherwise."
Directors (but not officers, employees or agents) are entitled to mandatory
payment of expenses by the corporation as they are incurred, in advance of the
final disposition of the action, suit or proceeding, provided the directors
agree to reasonably cooperate with the corporation concerning the action, suit
or proceeding and to repay the amount advanced if it is proved by clear and
convincing evidence that the directors' act or failure to act was done with
deliberate intent to cause injury to the corporation or with reckless disregard
for the corporation's best interests.

Section 1701.13(E) of the Ohio Revised Code permits a corporation to
indemnify directors, officers, employees or agents of the corporation in
circumstances where indemnification is not mandated by the statute if certain
statutory standards are satisfied. A corporation may grant indemnification in
actions, suits or proceedings, other than derivative actions, if the indemnitee
has acted in good faith and in a manner the indemnitee reasonably believed to be
in, or not opposed to, the best interests of the corporation, and with respect
to any criminal action or proceeding, had no reasonable cause to believe the
indemnitee's conduct was unlawful. Such indemnification is permitted against
expenses (including attorneys' fees) as well as judgments, fines and amounts
paid in settlement actually and reasonably incurred by the indemnitee.

An Ohio corporation may also provide indemnification in derivative
actions for attorneys' fees and expenses actually and reasonably incurred in
connection with the defense or settlement of an action or suit if the officer,
director, employee or agent acted in good faith and in a manner such individual
reasonably believed to be in, or not opposed to, the best interests of the
corporation. Ohio law does not expressly authorize indemnification against
judgments, fines and amounts paid in settlement of such actions or suits. The
corporation may not indemnify a director, officer, employee or agent in such
actions or suits for attorneys' fees and expenses if such individual is adjudged
to be liable for negligence or misconduct in the performance of such
individual's duties to the corporation unless, and only to the extent that, a
court determines that, despite the adjudication of liability, such individual is
fairly and reasonably entitled to indemnity.

Section 1701.13(E) of the Ohio Revised Code states that the
indemnification provided thereby is not exclusive of any other rights granted to
those individuals seeking indemnification under the articles, the regulations,
any agreement, a vote of the shareholders or disinterested directors, or
otherwise.

Section 1701.13(E) of the Ohio Revised Code grants express power to an
Ohio corporation to purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit and
self-insurance, for director, officer, employee or agent liability, regardless
of whether that individual is otherwise eligible for indemnification by the
corporation.

Our Code of Regulations provides for broader indemnification than
specifically afforded under Section 1701.13(E) of the Ohio Revised Code. Our
Code of Regulations provides that we must indemnify officers and directors
against expenses (including attorneys' fees, filing fees, court reporters' fees
and transcript costs), judgments, fines and amounts paid in settlement actually
and reasonably incurred in connection with any pending, threatened or completed
action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that any such individual is or was a
director, officer, employee or agent of Peoples or is or was serving at our
request as a director, trustee, officer, employee or agent of another
corporation or other entity so long as such individual's act or omission was in
good faith and in a manner the individual reasonably believed to be in, or not
opposed to, the best interests of Peoples, and with respect to any criminal
matter, such individual had no reasonable cause to believe such individual's
conduct was unlawful. Our Code of Regulations forbids us from indemnifying an
officer or director if such individual is adjudged to be liable for an act or
omission occasioned by such individual's reckless disregard for the best
interests of Peoples or misconduct (other than negligence) in the performance of
the individual's duty to Peoples, unless and only to the extent a court, in view
of all the circumstances, concludes that such individual is fairly and
reasonably entitled to such indemnity as the court deems proper.

Our Code of Regulations states that the indemnification provided
thereby is not exclusive of any other rights to which any individual seeking
indemnification may be entitled. Additionally, the Code of Regulations provides
that we may purchase and maintain insurance on behalf of any individual who is
or was a director, officer, employee or agent of Peoples, or who is or was
serving another entity at our request, against any liability asserted against
such individual or incurred by such individual in such capacity, or arising out
of such individual's status as such, whether or not we would have the obligation
or power to indemnify such individual under the Code of Regulations. The Code of
Regulations also authorizes us to purchase and maintain trust funds, letters of
credit or self-insurance on behalf of any individual who is or was a director,
officer, employee or agent of Peoples or who is serving or has served another
entity at our request.

Peoples has in the past and may in the future purchase insurance that
insures our present or former directors and officers against certain liabilities
which might be incurred by them in such capacity. Peoples also maintains
fiduciary and lending liability coverage.

Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling Peoples
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC, such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Legal Matters

Legal matters regarding the common shares offered under the DRP have
been passed upon by the firm of Vorys, Sater, Seymour and Pease LLP.

Experts

Ernst & Young LLP, an independent registered public accounting firm,
has audited our consolidated financial statements included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2004, and management's
assessment of the effectiveness of our internal control over financial reporting
as of December 31, 2004, as set forth in their reports thereon, which are
incorporated by reference in this prospectus and the registration statement. Our
consolidated financial statements and management's assessment are incorporated
by reference in reliance on Ernst & Young LLP's reports, given on their
authority as experts in accounting and auditing.

(This page has been left blank intentionally.)

PART II

Information Not Required in Prospectus

Item 14. Other Expenses of Issuance and Distribution.

Information required pursuant to this Item 14 was previously filed with
the Registration Statement on Form S-3 (Registration No. 33-54003) filed on June
7, 1994. Information regarding the additional expenses related to the
preparation and filing of this Post-Effective Amendment No. 2 and the
distribution of the 2005 Prospectus is provided below:

Accounting Fees $ 5,000 *
Legal Fees and Expenses $ 4,000 *
Printing Expenses $ 3,000 *
-----------------

Total $ 12,000 *
=================
-------------------
* Estimated

Item 15. Indemnification of Directors and Officers.
-----------------------------------------------------

Item 16. Exhibits.
------------------

The following exhibits are included in or incorporated by reference into
this Amendment No. 2 to the Registration Statement:

Exhibit Number Description
-------------- -----------

4.1(a)* Amended Articles of Incorporation of Peoples Bancorp Inc. (as
filed with the Ohio Secretary of State on May 3, 1993).
Incorporated herein by reference to Exhibit 3(a) to Peoples'
Registration Statement on Form 8-B filed July 20, 1993 (File
No. 0-16772).

4.1(b)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 22, 1994). Incorporated herein by
reference to Exhibit 3(a)(2) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1997 (File No.
0-16772) ("Peoples' 1997 Form 10-K").

4.1(c)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 9, 1996). Incorporated herein by
reference to Exhibit 3(a)(3) to Peoples' 1997 Form 10-K.

4.1(d)* Certificate of Amendment to the Amended Articles of
Incorporation of Peoples Bancorp Inc. (as filed with the Ohio
Secretary of State on April 23, 2003). Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2003 (File No.
0-16772) ("Peoples' March 31, 2003 Form 10-Q").

4.1(e)* Amended Articles of Incorporation of Peoples Bancorp Inc.
(reflecting amendments through April 23, 2003) [For SEC
reporting purposes only - not filed with Ohio Secretary of
State.] Incorporated herein by reference to Exhibit 3(b) to
Peoples' March 31, 2003 Form 10-Q.

4.2(a)* Code of Regulations of Peoples Bancorp Inc. Incorporated
herein by reference to Exhibit 3(b) of Peoples' Registration
Statement on Form 8-B filed July 20, 1993 (File No. 0-16772).

4.2(b)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Sections
1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 2.03(C), 2.07, 2.08, 2.10
and 6.02 of the Code of Regulations of Peoples Bancorp by
shareholders on April 10, 2003. Incorporated herein by
reference to Exhibit 3(c) to Peoples' March 31, 2003 Form
10-Q.

4.2(c)* Certificate of Amendment to the Code of Regulations of Peoples
Bancorp Inc. regarding adoption of amendments to Article THREE
of the Code of Regulations of Peoples Bancorp Inc. by
shareholders on April 8, 2004. Incorporated herein by
reference to Exhibit 3(a) to Peoples' Quarterly Report on Form
10-Q for the quarterly period ended March 31, 2004 ("Peoples'
March 31, 2004 Form 10-Q").

4.2(d)* Code of Regulations of Peoples Bancorp Inc. (reflecting
amendments through April 8, 2004) [For SEC reporting
compliance purposes only]. Incorporated herein by reference to
Exhibit 3(b) to Peoples' March 31, 2004 Form 10-Q.

4.3* Indenture, dated as of April 20, 1999, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Debenture Trustee,
relating to Junior Subordinated Deferrable Interest
Debentures. Incorporated herein by reference to Exhibit 4.1 to
the Registration Statement on Form S-4 (Registration No.
333-81251) filed on June 22, 1999 by Peoples and PEBO Capital
Trust I ("Peoples' 1999 Form S-4").

4.4* Amended and Restated Declaration of Trust of PEBO Capital
Trust I, dated as of April 20, 1999. Incorporated herein by
reference to Exhibit 4.5 to Peoples' 1999 Form S-4.

4.5* Series B Capital Securities Guarantee Agreement, dated as of
September 23, 1999, between Peoples Bancorp Inc. and
Wilmington Trust Company, as Guarantee Trustee, relating to
Series B 8.62% Capital Securities. Incorporated herein by
reference to Exhibit 4(i) to Peoples' Annual Report on Form
10-K for the fiscal year ended December 31, 1999 (File No.
0-16772).

4.6* Indenture, dated as of April 10, 2002, between Peoples Bancorp
Inc. and Wilmington Trust Company, as Trustee, relating to
Floating Rate Junior Subordinated Debt Securities due 2032.
Incorporated herein by reference to Exhibit 4.1 to Peoples'
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2002 (File No. 0-16772) ("Peoples' September 30,
2002 Form 10-Q").

4.7* Amended and Restated Declaration of Trust of PEBO Capital
Trust II, dated as of April 10, 2002. Incorporated herein by
reference to Exhibit 4.2 to Peoples' September 30, 2002 Form
10-Q.

4.8* Guarantee Agreement, dated as of April 10, 2002, between
Peoples Bancorp Inc. and Wilmington Trust Company, as
Guarantee Trustee, relating to Floating Rate MMCapSSM Capital
Securities. Incorporated herein by reference to Exhibit 4.3 to
Peoples' September 30, 2002 Form 10-Q.

5.1* Opinion of Vorys, Sater, Seymour and Pease LLP. Previously
filed as Exhibit 5 to Peoples' Registration Statement on Form
S-3 (Registration No. 33-54003) filed on June 7, 1994.

23.1** Consent of Ernst & Young LLP.

23.2* Consent of Vorys, Sater, Seymour and Pease LLP. Previously
filed as part of Exhibit 5 to Peoples' Registration Statement
on Form S-3 (Registration No. 33-54003) filed on June 7, 1994.

24.1** Powers of Attorney.

99.1** Form of Authorization for Automatic Dividend Reinvestment Plan
card for participants in Peoples Bancorp Inc. Dividend
Reinvestment Plan.

---------------------------

*........Previously filed.
**.......Filed herewith.

Item 17. Undertakings.
----------------------

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;

Provided, however, That paragraphs (a)(1)(i), (a)(1)(ii) and
(a)(1)(iii) of this section do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission by the
Registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement, or is contained in a form of prospectus filed
pursuant to Rule 424(b) that is part of the Registration Statement.

(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.

(4) That, for the purpose of determining liability under the
Securities Act of 1933 to any purchaser:

(i) If the Registrant is relying on Rule 430B:

(A) Each prospectus filed by the Registrant pursuant
to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and

(B) Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the
purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of
and included in the registration statement as of the earlier
of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer
and any person that is at that date an underwriter, such date
shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof. Provided, however, that no
statement made in a registration statement or prospectus that
is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such effective date, supersede or
modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such effective date; or

(ii) If the Registrant is subject to Rule 430C, each
prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of
the date it is first used after effectiveness. Provided,
however, that no statement made in a registration statement or
prospectus that is part of the registration statement or made
in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of
the registration statement will, as to a purchaser with a time
of contract of sale prior to such first use, supersede or
modify any statement that was made in the registration
statement or prospectus that was part of the registration
statement or made in any such document immediately prior to
such date of first use.

(5) That, for the purpose of determining liability of the
Registrant under the Securities Act of 1933 to any purchaser in the
initial distribution of the securities:

The undersigned Registrant undertakes that in a primary
offering of securities of the undersigned Registrant pursuant to this
registration statement, regardless of the underwriting method used to
sell the securities to the purchaser, if the securities are offered or
sold to such purchaser by means of any of the following communications,
the undersigned Registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the
offering prepared by or on behalf of the undersigned
Registrant or used or referred to by the undersigned
Registrant;

(iii) The portion of any other free writing
prospectus relating to the offering containing material
information about the undersigned Registrant or its securities
provided by or on behalf of the undersigned Registrant; and

(iv) Any other communication that is an offer in the
offering made by the undersigned Registrant to the purchaser.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this
Post-Effective Amendment No. 2 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Ohio, on December 13, 2005.

PEOPLES BANCORP INC.

By: /s/ Mark F. Bradley
---------------------------------------
Mark F. Bradley
President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to Form S-3 Registration Statement has been
signed by the following persons in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

* Joseph H. Wesel Chairman of the Board and Director December 13, 2005
------------------------------------
Joseph H. Wesel

/s/ Mark F. Bradley President and Chief Executive December 13, 2005
------------------------------------ Officer and Director (Principal
Mark F. Bradley Executive Officer)

* George W. Broughton Director December 13, 2005
------------------------------------
George W. Broughton

* Frank L. Christy Director December 13, 2005
------------------------------------
Frank L. Christy

* Wilford D. Dimit Director December 13, 2005
------------------------------------
Wilford D. Dimit

* Richard Ferguson Director December 13, 2005
------------------------------------
Richard Ferguson

* Robert W. Price Director December 13, 2005
------------------------------------
Robert W. Price

* Theodore P. Sauber Director December 13, 2005
------------------------------------
Theodore P. Sauber

* Paul T. Theisen Vice Chairman of the Board and December 13, 2005
------------------------------------ Director
Paul T. Theisen

* Thomas J. Wolf Director December 13, 2005
------------------------------------
Thomas J. Wolf

* John W. Conlon Chief Financial Officer and December 13, 2005
------------------------------------ Treasurer (Principal Financial
John W. Conlon Officer)

* Donald J. Landers, Jr. Director of Finance and Chief December 13, 2005
------------------------------------ Accounting Officer (Principal
Donald J. Landers, Jr. Accounting Officer)

* By Mark F. Bradley pursuant to Powers of Attorney executed by the directors
and officers listed above, which Powers of Attorney have been filed with the
Securities and Exchange Commission.

/s/ Mark F. Bradley
--------------------------------------------------------------
Name: Mark F. Bradley
Title: President and Chief Executive Officer and Director

INDEX TO EXHIBITS

Exhibit Number Description
-------------- -----------

4.2(a)* Code of Regulations of Peoples Bancorp Inc. Incorporated
herein by reference to Exhibit 3(b) of Peoples' Registration
Statement on Form 8-B filed July 20, 1993 (File No. 0-16772).

4.4* Amended and Restated Declaration of Trust of PEBO Capital
Trust I, dated as of April 20, 1999. Incorporated herein by
reference to Exhibit 4.5 to Peoples' 1999 Form S-4.

4.7* Amended and Restated Declaration of Trust of PEBO Capital
Trust II, dated as of April 10, 2002. Incorporated herein by
reference to Exhibit 4.2 to Peoples' September 30, 2002 Form
10-Q.

5.1* Opinion of Vorys, Sater, Seymour and Pease LLP. Previously
filed as Exhibit 5 to Peoples' Registration Statement on Form
S-3 (Registration No. 33-54003) filed on June 7, 1994.

23.1** Consent of Ernst & Young LLP.

23.2* Consent of Vorys, Sater, Seymour and Pease LLP. Previously
filed as part of Exhibit 5 to Peoples' Registration Statement
on Form S-3 (Registration No. 33-54003) filed on June 7, 1994.

24.1** Powers of Attorney.

99.1** Form of Authorization for Automatic Dividend Reinvestment Plan
card for participants in Peoples Bancorp Inc. Dividend
Reinvestment Plan.

---------------------------

*........Previously filed.
**.......Filed herewith.

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment
No. 2 ("Amendment No. 2") to Registration Statement on Form S-3 (Registration
No. 33-54003) (the "Registration Statement") relating to the offering from time
to time by the Company of its common shares, without par value, under the
Company's Dividend Reinvestment Plan, hereby constitutes and appoints Mark F.
Bradley, John W. Conlon, Donald J. Landers, Jr. and Charles R. Hunsaker, or any
of them, as his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Amendment No. 2 to the
Registration Statement, any and all additional post-effective amendments and
documents and instruments related thereto, and to file the same, with any and
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, and grants unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
things that each of said attorneys-in-fact and agents, or any of them or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Joseph H. Wesel
---------------------------------------
Printed Name: Joseph H. Wesel

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
and director of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which
is about to file with the Securities and Exchange Commission, Washington, D.C.,
under the provisions of the Securities Act of 1933, as amended, a Post-Effective
Amendment No. 2 ("Amendment No. 2") to Registration Statement on Form S-3
(Registration No. 33-54003) (the "Registration Statement") relating to the
offering from time to time by the Company of its common shares, without par
value, under the Company's Dividend Reinvestment Plan, hereby constitutes and
appoints John W. Conlon, Donald J. Landers, Jr. and Charles R. Hunsaker, or any
of them, as his true and lawful attorneys-in-fact and agents, each with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign such Amendment No. 2 to the
Registration Statement, any and all additional post-effective amendments and
documents and instruments related thereto, and to file the same, with any and
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission and The Nasdaq Stock Market, and grants unto
each of said attorneys-in-fact and agents, and substitute or substitutes, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, and hereby ratifies and confirms all
things that each of said attorneys-in-fact and agents, or any of them or his or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Mark F. Bradley
----------------------------------------------
Printed Name: Mark F. Bradley

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 8th day of December, 2005.

/s/ George W. Broughton
------------------------------------------
Printed Name: George W. Broughton

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 8th day of December, 2005.

/s/ Frank L. Christy
------------------------------------------
Printed Name: Frank L. Christy

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Wilford D. Dimit
------------------------------------------
Printed Name: Wilford D. Dimit

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand
this 8th day of December, 2005.

/s/ Richard Ferguson
------------------------------------------
Printed Name: Richard Ferguson

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Robert W. Price
-----------------------------------------
Printed Name: Robert W. Price

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Theodore P. Sauber
------------------------------------------
Printed Name: Theodore P. Sauber

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Paul T. Theisen
------------------------------------------
Printed Name: Paul T. Theisen

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Thomas J. Wolf
--------------------------------------------
Printed Name: Thomas J. Wolf

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment
No. 2 ("Amendment No. 2") to Registration Statement on Form S-3 (Registration
No. 33-54003) (the "Registration Statement") relating to the offering from time
to time by the Company of its common shares, without par value, under the
Company's Dividend Reinvestment Plan, hereby constitutes and appoints Mark F.
Bradley, Donald J. Landers, Jr. and Charles R. Hunsaker, or any of them, as his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign such Amendment No. 2 to the Registration
Statement, any and all additional post-effective amendments and documents and
instruments related thereto, and to file the same, with any and all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and The Nasdaq Stock Market, and grants unto each of said
attorneys-in-fact and agents, and substitute or substitutes, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, and hereby ratifies and confirms all things that
each of said attorneys-in-fact and agents, or any of them or his or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ John W. Conlon
------------------------------------------
Printed Name: John W. Conlon

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned officer
of Peoples Bancorp Inc., an Ohio corporation (the "Company"), which is about to
file with the Securities and Exchange Commission, Washington, D.C., under the
provisions of the Securities Act of 1933, as amended, a Post-Effective Amendment
No. 2 ("Amendment No. 2") to Registration Statement on Form S-3 (Registration
No. 33-54003) (the "Registration Statement") relating to the offering from time
to time by the Company of its common shares, without par value, under the
Company's Dividend Reinvestment Plan, hereby constitutes and appoints Mark F.
Bradley, John W. Conlon and Charles R. Hunsaker, or any of them, as his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign such Amendment No. 2 to the Registration Statement, any and
all additional post-effective amendments and documents and instruments related
thereto, and to file the same, with any and all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission
and The Nasdaq Stock Market, and grants unto each of said attorneys-in-fact and
agents, and substitute or substitutes, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, and hereby ratifies and confirms all things that each of said
attorneys-in-fact and agents, or any of them or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has hereunto set his hand this 8th
day of December, 2005.

/s/ Donald J. Landers, Jr.
-----------------------------------------
Printed Name: Donald J. Landers, Jr.