PAGE 1

INFORMATION NOT PERTINENT TO FORM 10-K.

/PAGE 1


PAGE 2

INFORMATION NOT PERTINENT TO FORM 10-K.

/PAGE 2


PAGE 3

INFORMATION NOT PERTINENT TO FORM 10-K.

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PAGE 4

INFORMATION NOT PERTINENT TO FORM 10-K.

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PAGE 5



SELECTED FINANCIAL DATA



The information below under the captions "Operating Data",
"Balance Sheet Data" and "Per Share Data" for each of the five
years in the period ended December 31, 1993 has been derived
from the Consolidated Financial Statements of the Corporation.


				

 	
  			                   1993		     1992	  	   1991	  	   1990   		 1989 
	                  
                    (dollars in thousands, except ratios and per share data) 

                                                     

Operating Data<F1>
for the year ended: 

Total interest income 		$35,311   	$37,707   	$39,151    $39,600	   $37,806
Total interest expense  15,263	    17,887	    22,172	    24,042	    22,732 
Net interest income		   20,048  	  19,820	    16,979	    15,558	    15,074 
Provision for 
 loan losses	           1,592	     2,387	     1,748	     1,475	     1,446 
Other income	     		    3,952	     3,514 	    2,924	     2,824	     2,503 
Other expenses	  	      15,124	    14,945	    13,547	    12,586	    12,158 
Net income	       		    5,071 	    4,550	     3,615	     3,458	     3,173
                                       

Balance Sheet Data 
at year end: 

Total assets         			$465,373  	$468,562  	$424,449	  $412,789  	$396,098
Investments		        	  103,349	   112,556	   99,963	    102,244	   96,716 
Net loans		          	  315,305	   285,448 	  273,980	   257,634	   247,135 
Total deposits	     		  385,639	   401,623	   375,027	   360,601	   347,148 
Term debt and 
 capital leases         20,331	    15,506	    6,836	     7,275	     8,043
Stockholders' equity	   42,778	    38,497	    32,414 	   29,567	    27,598
                                    

Significant Ratios<F1><F2>
Net income to:

Average total assets	   1.09%	     1.01%	     0.85%	     0.85%    	 0.82% 
Average stockholders' 
 equity	                11.9	   	  11.8	      11.7	    	 12.0		     11.9 
Average stockholders' 
 equity to average 
 total assets           8.8	   	   7.5	   	   7.3	     	 7.1	       6.9 
Average loans to 
 average deposits	   	  78.4	    	 70.2    		 71.4	    	 70.6	    	 73.6 
Primary capital to 
 period end total 
 assets             		  10.1		     8.9	    	  8.6	    	  8.2    		  7.9 
Dividend payment ratio  29.8     		28.0     		29.2     		28.8     		29.6

 

Per Share Data<F1><F2><F3>  
Net income: 

Primary		              	$3.63	    	$3.42    		$2.99	    	$2.84    		$2.57 
Fully diluted<F4>    		 3.59	   	  3.17   		  2.60   		  2.46   		  2.25
Cash dividends paid    	1.04		     0.95	 	    0.87	  	   0.82	  	   0.76 
Book value at end of
 period	                29.41     	27.63    		26.57    		24.60     	22.55


<FN>

<F1>	1993 net income and per share information based upon net
income after adjustment for cumulative effect of accounting
changes. 

<F2>	Adjusted to reflect a 10% stock dividend issued on April 15,
1993.

<F3> Primary shares outstanding
		1993 = 1,398,676	
  1992 = 1,331,851	
  1991 = 1,208,655	
  1990 = 1,220,878	
  1989 = 1,231,243

    	Fully diluted shares outstanding		
  1993 = 1,420,995	
  1992 = 1,469,911	
  1991 = 1,477,579	
  1990 = 1,501,071	
  1989 = 1,521,271 

<F4>	Fully diluted net income per share is calculated as if the
Subordinated Convertible Debentures were converted as of the
issue date, with a corresponding increase in net income from the
after-tax reduction in interest expense.




/PAGE 5

PAGE 6






CONSOLIDATED BALANCE SHEET
As of December 31, 1993 and 1992

                                							    1993			           1992 

                                                           

ASSETS 
Cash and due from banks (Note 1)		        	$15,275,000	     	$17,427,000 
Interest bearing deposits with banks	    		5,998,000        	9,085,000 
Federal funds sold                   				 	7,050,000       		29,400,000 

Investment securities (fair value 
 approximates $108,105,000 and 
 $117,571,000 at December 31, 1993 
 and 1992, respectively) 
 (Notes 1 and 2)		                        	103,349,000	     	112,556,000 

Loans (Notes 1, 3 and 11)	              			321,675,000     		291,135,000 
Reserve for possible loan losses 
 (Notes 1 and 3)	                          (6,370,000)		     (5,687,000) 
    Net loans	                        					315,305,000	     	285,448,000 

Bank premises and equipment (Notes 1 
 and 4)	                                   10,767,000		      8,095,000 
Accrued interest	                      				3,254,000	       	3,720,000 
Prepaid expenses and other assets	       		4,375,000	       	2,831,000 

   Total assets					                       $465,373,000	     $468,562,000



LIABILITIES AND STOCKHOLDERS' EQUITY

Deposits:     
Noninterest bearing			                   		$45,105,000     		$45,713,000 
Interest bearing		                      			340,534,000		     355,910,000 

Total deposits	                       					385,639,000	     	401,623,000 

Short-term borrowings: 
Federal funds purchased, Federal Home 
  Loan Bank advances, and securities 
  sold under repurchase agreements		      	12,260,000      		9,700,000 

Term debt (Note 5)	                    				20,331,000      		15,506,000 
Accrued expenses and other liabilities		  	4,365,000	       	3,236,000 

     Total liabilities			                		422,595,000	     	430,065,000

Commitments (Notes 6 and 7) 

Stockholders' equity (Notes 12, 17 and 18):     

  Common stock, $1.00 par value, 
    2,000,000 shares authorized, 
    1,309,491 issued 		                                 					1,309,000 
  Capital in excess of par value                       						16,575,000 
  Common stock, no par value, 
    4,000,000 shares authorized, 
    1,509,540 issued	                   			24,290,000 
  Retained earnings                  	 				20,012,000	      	21,639,000

	      SUBTOTAL                      						44,302,000	      	39,523,000 
 
  Treasury stock, 55,241 shares in 1993 
    and 42,925 shares in 1992, at
    cost		                                	(1,524,000)	      (1,026,000) 

        Total stockholders' equity		      	42,778,000      		38,497,000

          Total liabilities and 
          stockholders' equity             $465,373,000	     $468,562,000




The accompanying notes are an integral part of the financial statements.


/PAGE 6

PAGE 7





CONSOLIDATED STATEMENT OF INCOME
For the three years ended December 31, 1993


                             						  1993		        1992		        1991  

                                                        

INTEREST INCOME: 
Interest and fees on loans		         $26,645,000  	$27,788,000	  $28,853,000 
Interest and dividends on: 
  Obligations of U.S. Government 
    and its agencies	             			5,050,000    	5,598,000    	5,345,000 
  Obligations of states and 
    political subdivisions	        		2,022,000    	2,126,000    	2,151,000 
  Other interest income	           		1,594,000    	2,195,000    	2,802,000 

      Total interest income		        35,311,000	   37,707,000   	39,151,000 

INTEREST EXPENSE: 
Interest on deposits	             			13,855,000	   17,186,000   	21,109,000 
Interest on short-term borrowings  		203,000      	262,000      	495,000 
Interest on term debt	             		1,205,000    	439,000      	568,000 

      Total interest expense	      		15,263,000	   17,887,000	   22,172,000 


      Net interest income	         		20,048,000   	19,820,000   	16,979,000 


Provision for loan losses	         		1,592,000    	2,387,000    	1,748,000 

       Net interest income after 
         provision for loan losses		 18,456,000   	17,433,000   	15,231,000 

OTHER INCOME: 
Income from fiduciary activities	    	1,475,000   	1,342,000    	1,304,000 
Service charges on deposit accounts  	1,295,000   	964,000      	853,000 
Gain on sale of securities        	 		45,000	     	44,000	      	1,000 
Other	                            				1,137,000   	1,164,000    	766,000

       Total other income		          	3,952,000   	3,514,000    	2,924,000


OTHER EXPENSES: 
Salaries and benefits             				7,429,000   	6,991,000     6,478,000 
Net occupancy expense of premises	   	924,000     	834,000      	752,000 
Equipment expense                 				1,091,000   	1,152,000    	1,079,000 
Insurance	                        				1,057,000   	1,054,000    	923,000 
Stationary and other supplies		       543,000	     534,000	      482,000 
Taxes other than income taxes		       565,000     	520,000      	468,000 
Amortization of excess of cost over 
  net assets acquired             			 159,000     	159,000      	186,000 
Other	                            				3,356,000   	3,701,000    	3,179,000 

       Total other expenses			        15,124,000	  14,945,000	   13,547,000 

Income before federal income taxes 
  and cumulative effect of 
  accounting changes			               7,284,000	   6,002,000    	4,608,000

FEDERAL INCOME TAXES (Note 9): 
Current				                          	2,168,000   	1,968,000    	1,062,000 
Deferred	                        	 			(269,000)	   (516,000)    	(69,000)
  SUBTOTAL                      						1,899,000	   1,452,000    	993,000

Income before cumulative effect 
  of accounting changes	            		5,385,000   	4,550,000    	3,615,000

Cumulative effect of accounting 
  changes, net of applicable 
  taxes (Notes 8 and 9)	              (314,000)	 

NET INCOME				                        $5,071,000	  $4,550,000 	  $3,615,000 

EARNINGS PER SHARE (Note 10):

Income before cumulative 
  effect of accounting changes: 
    Primary				                      	$3.85	      	$3.42	       	$2.99 
    Assuming full dilution         			$3.81      		$3.17       		$2.60 

Cumulative effect of accounting changes: 
    Primary	                      				$0.22 
    Assuming full dilution	 	        	$0.22 

Net income per share: 
    Primary	                     			 	$3.63	      	$3.42       		$2.99 
    Assuming full dilution	         		$3.59	      	$3.17	       	$2.60 

Weighted average number of 
  shares outstanding: 
    Primary	                      				1,398,676   	1,331,851    	1,208,655 
    Assuming full dilution	         		1,420,995    1,469,911    	1,477,579




The accompanying notes are an integral part of the financial statements.



/PAGE 7

PAGE 8





CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
For the three years ended December 31, 1993


                                                                
           
                                                    Capital in
                             Common Stock	          Excess	       Retained      Treasury
                           Shares	     Amount       of Par        Earnings      Stock	       Total    


                                                                                            

Balance, January 1, 1991   1,127,606   $1,128,000   $13,449,000   $15,807,000   $(817,000)   $29,567,000 

Net income	  				                                                 3,615,000		                3,615,000 
Purchase of treasury 
  stock,	 2,000 shares		                                                    				(50,000)     (50,000) 
Conversion of 
  subordinated	debentures 
  to common stock 	        18,647     	19,000	      320,000		                                339,000 
Cash dividends, 
  at a rate of $0.87	
  per share					                                                 	(1,057,000)		              (1,057,000) 

Balance, December 
  31, 1991	  		            1,146,253  	1,147,000   	13,769,000   	18,365,000	   (867,000)    32,414,000 

Net income	           					                                       4,550,000                  4,550,000 
Purchase of treasury 
  stock,	 5,793 shares			                                                       (159,000)    (159,000) 
Conversion of 
  subordinated	debentures 
  to common stock	         163,238    	162,000     	2,806,000				                            2,968,000 
Cash dividends, 
  at a rate of $0.95
  per share	                                                 					(1,276,000)		              (1,276,000) 

Balance, December 
  31, 1992		              	1,309,491	  1,309,000  	 16,575,000   	21,639,000	   (1,026,000)  38,497,000 

Net income					                                                  	5,071,000		                5,071,000 
Purchase of treasury 
  stock,	 12,316 shares						                                                   (498,000)    (498,000) 
Conversion of 
  subordinated	debentures 
  to common stock         	73,532     	74,000      	1,144,000				                            1,218,000 
10% stock dividend		       126,517	    126,000	     5,062,000    	(5,188,000) 
Conversion from $1.00 
  par value to no 
  par value		                          22,781,000  	(22,781,000) 
Cash dividends, 
  at a rate of $1.04
  per share					                                                 	(1,510,000)		              (1,510,000) 

Balance, December 
  31, 1993		               1,509,540  	$24,290,000	  $0		         $20,012,000   $(1,524,000) $42,778,000	





The accompanying notes are an integral part of the financial statements.


/PAGE 8

PAGE 9






CONSOLIDATED STATEMENT OF CASH FLOWS
For the three years ended December 31, 1993



					                               1993	          1992  	       1991  

                                                         

Cash flows from operating activities: 
Net income	  			                    $5,071,000     $4,550,000   	$3,615,000 
Adjustments to reconcile net income 
  to net cash provided by 
  operating activities:  
    Provision for loan losses	      1,592,000     	2,387,000    	1,748,000 
    Gain on sale of investments    	(45,000)      	(44,000)     	(1,000) 
    Depreciation and amortization	  1,584,000     	1,746,000    	1,495,000 
    (Increase) decrease in 
      interest receivable	         	466,000       	(821,000)    	198,000 
    (Increase) decrease in 
      interest payable            		(275,000)     	391,000      	342,000 
    Deferred income taxes         		(565,000)     	(516,000)    	(69,000) 
    Deferral of loan origination 
      fees and costs		             	(221,000)     	(172,000)    	(41,000) 
    Accrual for postretirement 
      benefits                     	867,000 
    Other, net                   			(698,000)     	2,045,000    	(1,594,000) 

        Net cash provided by 
          operating activities	    	7,776,000     	9,566,000    	5,693,000 


Cash flows from investing activities: 
Net increase in term interest 
  bearing deposits with banks 
  and federal funds sold			        	7,468,000     	5,409,000    	(3,565,000) 
Purchases of investment securities	 (29,260,000)	  (34,685,000)	 (19,134,000) 
Proceeds from sales of 
  investment securities	           	4,558,000     	72,000       	1,466,000 
Proceeds from maturities of 
  investment securities	           	33,402,000    	21,323,000   	19,342,000 
Net increase in loans	             	(31,166,000)		 (13,617,000) 	(17,929,000)
Expenditures for premises and
  equipment                        	(3,566,000)  		(2,771,000)  	(1,169,000)
Proceeds from sales of other 
  real estate owned		               56,000	       	826,000     		30,000 

        Net cash applied to 
          investing activities		   (18,508,000)	  	(23,443,000) 	(20,959,000) 


Cash flows from financing activities: 
Net increase (decrease) in 
  noninterest-bearing deposits	   	(608,000)      	9,314,000   		(2,028,000) 
Net increase (decrease) in 
  interest-bearing deposits      		(15,376,000)  		17,282,000  		6,454,000 
Net increase (decrease) in 
  short-term borrowings          		2,559,000     		1,785,000   		(4,535,000)   
Proceeds from long-term debt     		8,000,000	     	12,000,000	  	2,600,000
Payments on long-term debt and 
  capital leases	               	 	(1,956,000)   		(360,000)   		(2,700,000) 
Cash dividends paid	              	(1,510,000)   		(1,276,000)  	(1,057,000)   
Purchase of treasury stock	       	(498,000)     		(159,000)   		(50,000) 
        
        Net cash provided by 
          (applied to) financing
          activities	              (9,389,000)   		38,586,000  		8,684,000 

        Net increase (decrease) 
          in cash and cash
          equivalents            		(20,121,000)  		24,709,000  		(6,582,000) 

Cash and cash equivalents at 
  beginning of year	              	48,444,000    		23,735,000  		30,317,000 

Cash and cash equivalents at 
  end of year		                    $28,323,000	   	$48,444,000  	$23,735,000 



Supplemental disclosures of cash flow information and non-cash transactions: 

Interest paid				                  $15,538,000    	$18,276,000  	$22,514,000   
Income taxes paid			               $2,754,000	    	$1,461,000	  	$1,055,000 
Conversion of subordinated 
  debentures to common stock	     	$1,218,000		    $2,968,000	  	$339,000





The accompanying notes are an integral part of the financial statements.


/PAGE 9

PAGE 10


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SELECTED ACCOUNTING POLICIES: 

The following is a summary of significant accounting policies
followed in the preparation of the financial statements. Certain
amounts in the 1992 and 1991 financial statements have been
reclassified to conform to the 1993 presentation. 


PRINCIPLES OF CONSOLIDATION: 
The consolidated financial statements include the accounts of
Peoples Bancorp Inc. (the Corporation) and its wholly-owned
subsidiaries. Significant intercompany accounts and transactions
have been eliminated. 


INCOME RECOGNITION: 
The principal areas of operation of the Corporation are reported
on the accrual basis of accounting. Subsidiary banks suspend the
accrual of interest when, in management's opinion, collection of
all or a portion of future interest has become doubtful. When
deemed uncollectible, previously accrued and unpaid interest on
loans placed on nonaccrual status is charged against the
allowance for loan losses or reversed from current year's
interest income depending on the year the accrued interest was
recorded. Interest is included in income to the extent received
only if complete principal recovery is reasonably assured. 


INVESTMENT SECURITIES: 
Investment securities are stated at cost adjusted for
amortization of premium or accretion of discount on the
level-yield method. Gain or loss on securities are recorded at
the settlement date, which does not differ materially from the
trade date, using the specific identification method. 

At the time of purchase of a security the subsidiary banks
determine if the security will be held in the trading or
investment account. The determination is based upon the intended
use and the bank's intent and ability to hold to maturity. 

At December 31, 1993 and 1992, the subsidiary banks did not
maintain trading accounts. 


RESERVE FOR POSSIBLE LOAN LOSSES: 
The provision for possible loan losses for financial reporting
purposes is based upon past experience and an evaluation of
potential losses in the current loan portfolio. In management's
opinion, the provision is considered sufficient to maintain the
loan loss reserve at a level adequate to absorb all anticipated
losses existing in the loan portfolios at the balance sheet
dates. 


BANK PREMISES AND EQUIPMENT: 
The cost of Bank premises and equipment is depreciated over the
estimated useful lives of the related assets on the
straight-line method. Maintenance and repairs are charged to
operations as incurred. Additions and betterments are
capitalized. 

The cost of assets sold or retired and the related amounts of
accumulated depreciation are eliminated from the accounts in the
year of sale or retirement. Any resulting gain or loss is
reflected in the consolidated statement of income. 


OTHER REAL ESTATE: 
Other real estate owned, included in other assets on the
consolidated balance sheet, represents properties acquired by
the Corporation's subsidiary banks through customers' loan
defaults. Real estate is stated at an amount equal to the loan
balance prior to foreclosure plus cost incurred for improvements
to the property, but not more than the fair value less estimated
costs to sell the property. 


EXCESS OF COST OVER NET ASSETS ACQUIRED: 
The excess of cost over net assets of subsidiary banks acquired
is being amortized over a ten to twenty-year period using the
straight-line and sum-of-the-months digits methods. 


CONSOLIDATED STATEMENT OF CASH FLOWS: 
Cash and cash equivalents include cash and amounts due from
banks, interest bearing deposits with banks and federal funds
sold, all with original maturities of ninety days or less. These
balances at December 31, 1993, 1992 and 1991 are as follows:



                        						1993 	         	1992 	        	1991

                                                     

Cash and due from banks		    	$15,275,000    	$17,427,000   	$14,632,000 
Interest bearing deposits 
  with banks		                5,998,000      	5,117,000     	1,103,000 
Federal funds sold	        			7,050,000      	25,900,000    	8,000,000

      TOTAL             						$28,323,000	    $48,444,000   	$23,735,000 




/PAGE 10

PAGE 11



FAIR VALUES OF FINANCIAL INSTRUMENTS: 
The following methods and assumptions were used by the
Corporation in estimating its fair value disclosures for
financial instruments in accordance with Statement of Financial
Accounting Standards No. 107: 



CASH AND DUE FROM BANKS, INTEREST BEARING DEPOSITS WITH BANKS,
AND FEDERAL FUNDS SOLD: The carrying amounts reported in
the balance sheet for these captions approximate those assets'
fair values. 


INVESTMENT SECURITIES: Fair values for investment securities are
based on quoted market prices, where available. If quoted market
price is not available, fair value is estimated using quoted
market prices of comparable securities. 


LOANS: For performing variable rate loans that reprice
frequently and performing demand loans, with no significant
change in credit risk, fair values are based on carrying values.
The fair values for certain mortgage loans are based on quoted
market prices of similar loans sold in conjunction with
securitization transactions, adjusted for differences in loan
characteristics. The fair value of other performing loans (e.g.,
commercial real estate, commercial and consumer loans) are
estimated using discounted cash flow analyses, using interest
rates currently being offered for loans with similar terms to
borrowers of similar credit quality. 

Fair value for significant nonperforming loans is based on
either the estimated fair value of underlying collateral or
estimated cash flows discounted at a rate commensurate with the
risk. Assumptions regarding credit risk, cash flows, and
discount rates are determined using available market information
and specific borrower information. 


DEPOSITS: The carrying amounts of demand deposits, savings
accounts and certain money market deposits approximate fair
value. The fair value of fixed maturity certificates of deposit
is estimated using the rates currently offered for deposits of
similar remaining maturities. The carrying value and fair value
of interest-bearing deposits were $340,534,000 and $343,977,000,
and $355,910,000 and $361,317,000 at December 31, 1993 and 1992,
respectively. 

SHORT-TERM BORROWINGS: The carrying amounts of federal funds
purchased, securities sold under repurchase agreements
approximate their fair values. 


TERM DEBT: Rates currently available to the Corporation for debt
with similar terms and remaining maturities are used to estimate
fair value of existing debt. The carrying amounts of term debt
approximate their fair value. 


LOAN COMMITMENTS AND STANDBY LETTERS OF CREDIT: The fair value
of commitments is estimated using the fees currently charged to
enter into similar agreements taking into account the remaining
terms of the agreements and the present creditworthiness of the
counterparties.



2.  INVESTMENTS SECURITIES: 

The carrying values and estimated fair values of investments are
as follows:







                  							Gross   		     Gross
                    					Carrying      	Unrealized 	  Unrealized 	Fair
				                    	Value 	       	Gains 	      	Losses 	   	Value 

DECEMBER 31, 1993 

                                                      

Obligations of 
  U.S. Government	       $48,790,000   	$2,244,000   	$(12,000)  	$51,022,000
Obligations of U.S. 
  Government agencies	  	4,809,000     	56,000	      	(3,000)   		4,862,000
Government 
  mortgage-backed 
  securities		         		13,589,000    	149,000	      (17,000)   	13,721,000
Obligations of states 
  and political 
  subdivisions		         26,183,000    	1,648,000	   	            27,831,000 
Other bonds and 
  securities		           9,978,000	     701,000	      (10,000)	   10,669,000

     TOTALS         					$103,349,000  	$4,798,000   	$(42,000)  	$108,105,000 


DECEMBER 31, 1992

Obligations of U.S.
  Government	            $60,317,000   	$3,034,000   	$(6,000)   	$63,345,000
Obligations of U.S. 
  Government agencies	  	915,000       	43,000				                958,000 
Government
  mortgage-backed 
  securities         				10,163,000    	222,000      	(73,000)   	10,312,000
Obligations of states 
  and political 
  subdivisions         		31,284,000    	1,534,000    	(33,000)    32,785,000 
Other bonds and 
  securities	           	9,877,000     	339,000      	(45,000)   	10,171,000

    TOTALS          					$112,556,000  	$5,172,000   	$(157,000) 	$117,571,000





/PAGE 11

PAGE 12

The carrying value and estimated fair value of debt securities
at December 31, 1993, by contractual maturity, is shown below.
Expected maturities will differ from contractual maturities
because borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.





                                      							Carrying 	     	Fair 	
                                      							Value	        		Value

                                                       

Due in one year or less				                  $20,004,000		   $20,406,000 
Due after one year through five years		     	53,621,000	    	56,538,000 
Due after five years through ten years		    	13,367,000	    	14,189,000 
Due after ten years		 		                    	6,533,000 	    	7,120,000
Government mortgage-backed securities		      9,824,000	     	9,852,000

          TOTALS                      							$103,349,000	  	$108,105,000 





Proceeds from sales of investments in debt securities during
1993, 1992 and 1991 were $4,558,000, $0 and $501,000,
respectively. Gross gains of $45,000, $0 and $1,000 were
realized during 1993, 1992 and 1991, respectively. 

As of December 31, 1993 and 1992, investment securities having a
par value of $42,985,000 and $55,840,000, respectively were
pledged to collateralize government and trust department
deposits in accordance with federal and state requirements. 

The Financial Accounting Standards Board has issued Statement on
Financial Accounting Standards No. 115, "Accounting for Certain
Investments in Debt and Equity Securities" (SFAS No. 115).  The
requirements of SFAS No. 115 are effective for fiscal years
beginning after December 15, 1993.  SFAS No. 115 requires that
debt and equity securities be classified in three categories and
accounted for as follows:

            1.	Debt securities that the Corporation has the
positive intent to hold to maturity are classified as
held-to-maturity securities and reported at amortized cost.

            2.	Debt and equity securities that are bought and
held principally for the purpose of selling them in the near
term are classified as 	trading securities and reported at fair
value, with unrealized gains and losses included in earnings.

            3.	Debt and equity securities not classified as
either held-to-maturity securities or trading securities are
classified as available-for-sale securities and reported at fair
value, with unrealized gains and losses excluded from earnings
and reported in a separate component of stockholders' equity. 

The Corporation will adopt this accounting standard effective
January 1, 1994.  The effect of this change in accounting
principle will result in an unrealized holding gain, net of tax
effect, of approximately $485,000, for securities classified as
available-for-sale and will be reflected as a separate component
of stockholders' equity.  It is anticipated the adoption of this
accounting standard will have no impact on 1994 earnings.




3.  LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES: 

Loans are comprised of the following at December 31:





                                							1993           			 1992  	
                                       Carrying           Carrying
                               	 						Value           		 Value

                                                      

Commercial	                       					$47,299,000	      	$40,253,000 
Real estate, construction			          	3,391,000	        	1,965,000 
Real estate, mortgage				             	189,866,000	      	176,119,000 
Consumer		 		                        		81,119,000	       	72,798,000

							TOTALS                          $321,675,000     		$291,135,000 





/PAGE 12

PAGE 13


Activity in the reserve for loan losses is summarized as follows:






                                						1993        		1992	        	1991 

                                                         

Balance, beginning of year	         		$5,687,000   	$4,273,000   	$4,068,000 
Provision for loan losses	          		1,592,000    	2,387,000	    1,748,000
Reserve of acquired branch					                     721,000			
Losses charged to the reserve, 
     net of recoveries of 
     $294,000, $623,000 and 
     $476,000, respectively	        		(909,000)    	(1,694,000)  	(1,561,000)

Balance, end of year			              	$6,370,000   	$5,687,000   	$4,273,000 




The fair value of net loans at December 31, 1993 and 1992 was
$322,670,000 and 294,732,000, respectively. 

In May 1993, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 114 "Accounting
by Creditors for Impairment of a Loan" (SFAS No. 114). The
statement applies to financial statements for fiscal years
beginning after December 15, 1994, and requires that certain
impaired loans be recorded at either the present value of
expected future cash flows discounted at the loan's effective
interest rate, the loan's market price, or the fair value of the
collateral for collateral dependent loans. The effect of
adopting this statement is unknown at the present time.



4.   BANK PREMISES AND EQUIPMENT: 

The cost of Bank premises and equipment and the related
accumulated depreciation as of December 31, 1993 and 1992 are
summarized as follows:



                                 	 					 	1993 		        	1992

                                                    

Land						                               	$1,069,000	    	$1,069,000 
Building and premises	                				10,329,000	    	8,264,000 		
Furniture, fixtures and equipment	 	     	6,037,000	     	5,774,000

						SUBTOTAL                           	17,435,000    		15,107,000 

  Accumulated depreciation	           	 		6,668,000    	 	7,012,000 

Net book value	                       				$10,767,000	   	$8,095,000 



Depreciation expense was $906,000, $798,000 and $759,000 for the
years ended December 31, 1993, 1992 and 1991, respectively.



5.   TERM DEBT: 

Term debt consisted of the following at December 31: 






                                      							1993          			1992  	
                                      							Carrying       		Carrying 	
                                      							Value         			Value 

                                                        

Term note payable, at prime 
  (6% at December 31, 1993)	    		            $2,080,000	     	$2,340,000 
Convertible Subordinated Debenture, 
  7-3/4% due May 1, 2006							                                1,234,000 		
Federal Home Loan Bank advances, 
  bearing interest at rates ranging 
  from 4.15% to 6.75%	                     			18,251,000     		11,932,000 

							TOTALS                                 $20,331,000    		$15,506,000 





The Term Note payable is due on June 30, 1994, with interest
payable quarterly. The Note Agreement is collateralized by all
of the common stock of a consolidated subsidiary and places
certain restrictive covenants on the Corporation, including the
maintenance of tangible net worth equal to the greater of 6% of
total assets or $27,922,000, and the incurrence of additional
indebtedness. 

The Subordinated Debentures were convertible at any time prior
to maturity at $16.53 per share. The Debentures were redeemable
at the option of the Corporation at any time on or after May 1,
1989, at various redemption prices declining to par at May 1,
1996. During 1992 the Corporation redeemed 50% of the
outstanding Debentures for 103.1% of the principal amount.
During 1993 the Corporation redeemed the remaining debentures at
a price of 102.325%. 


/PAGE 13

PAGE 14

Federal Home Loan Bank (FHLB) advances consist of various
borrowings with maturities ranging from 10 to 15 years. The
advances are collateralized by the Corporation's real estate
mortgage portfolio and all of the FHLB common stock owned by the
banking subsidiaries. The most restrictive requirement of the
debt agreement requires the Corporation to provide real estate
mortgage loans as collateral at an amount not less than 150% of
advances outstanding. 

The aggregate minimum annual retirements of term debt in the
next five years are as follows: 

1994				      	$3,754,000 
1995					      1,772,000 
1996				      	1,875,000 
1997				      	1,744,000 
1998	      				1,675,000 
Thereafter		 		9,511,000

     TOTAL					$20,331,000



6.   COMMITMENTS: 

The Corporation leases a banking facility and equipment under
various agreements with original terms providing for fixed
monthly payments over periods ranging from two to ten years. 
The future minimum rental payments required under operating
leases are as follows: 

Year Ending 							             	Operating 
December 31, 								            Leases 

1994								                    	$58,000 
1995									                    5,000  
1996									                    6,000 
1997									                    6,000 
1998	                    								6,000 
Thereafter	 							              14,000 
Total minimum lease payments					$105,000 


Rent expense amounted to $149,000, $224,000 and $225,000 in
1993, 1992 and 1991, respectively.



7.   FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK: 

In the normal course of business, the Corporation is party to
financial instruments with off-balance-sheet risk necessary to
meet the financing needs of customers. These financial
instruments include loan commitments, standby letters of credit,
and unused credit card limits. The instruments involve, to
varying degrees, elements of credit and interest rate risk in
excess of the amount recognized in the consolidated financial
statements. 

The Corporation's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument
for loan commitments, standby letters of credit and unused
credit card limits is represented by the contractual amount of
those instruments. The Corporation uses the same credit policies
in making commitments and conditional obligations as it does for
on-balance-sheet instruments. The total amounts of financial
instruments with off-balance-sheet risk are as follows: 






                                                                
                                                                
                   						               1993 	                  1992                                            
                             			Contract	     Fair		    Contract	    Fair      
                           					Amount	       Value		   Amount	      Value 

                                                         

Financial instruments whose 
  contract amounts represent 
  credit risk: 
    Loan commitments			         $24,895,000  	$62,000  	$25,896,000 	$32,000
    Standby letters of credit	  2,132,000	    27,000	  	5,146,000   	26,000 
    Unused credit card limits		 11,872,000	   N/A		     9,755,000	   N/A 





Since many of the loan commitments may expire without being
drawn upon, the total commitment amount does not necessarily
represent future cash requirements. The Corporation evaluates
each customer's credit worthiness on a case-by-case basis. The
amount of collateral obtained, if deemed necessary by the
Corporation upon extension of credit, is based on management's
credit evaluation of the counter-party. Collateral held varies
but may include accounts receivable, inventory, property, plant,
and equipment, and income-producing commercial properties. The
credit 



/PAGE 14


PAGE 15

risk involved in issuing letters of credit is essentially the
same as that involved in extending loan commitments to
customers. The Corporation's average commitment for credit card
loans is $2,075. As a result, collateral is not required on
credit card loans. 

The Corporation's lending is primarily focused in the local
southeastern Ohio market and consists principally of
single-family residential mortgages. The Corporation's largest
group of business loans consist of Automobile Dealer Floor
Plans, which totaled $13,782,000 and $10,526,000 at December 31,
1993 and 1992, respectively. It is the Corporation's policy to
obtain the underlying inventory as collateral on these loans.
The Corporation does not extend credit to any single borrower or
group of related borrowers in excess of $6,889,000, the legal
lending limit.



8.    EMPLOYEE BENEFIT PLANS: 

The Corporation has a noncontributory pension plan which covers
substantially all employees. The plan provides benefits based on
an employee's years of service and compensation. The
Corporation's funding policy is to contribute annually an amount
that can be deducted for federal income tax purposes using a
different actuarial cost method and different assumptions from
those used for financial reporting. 

Net pension cost for 1993, 1992 and 1991 included the following
components:



<CPATION>


                                 	 						1993       		1992       		1991

                                                          

Service cost-benefits earned during 
  the year	                              $243,000    	$201,000     $197,000 
Interest cost on projected benefit
  obligations                          		388,000     	370,000     	367,000 
Actual return on plan assets				         (411,000)	   (405,000)	   (421,000) 
Net amortization and deferral of 
  initial transition credit and 
  subsequent gains and losses	          	(11,000)	    (29,000)    	24,000 

       Net pension cost            		 			$209,000    	$137,000    	$167,000 


The funded status of the plan and accrued pension cost
recognized at December 31, 1993 and 1992 were as follows:






                                      	 							1993         			1992 

                                                         

Actuarial present value of benefit obligations: 
    Vested benefits				                   	   	$4,479,000	    	$3,857,000    	
    Nonvested benefits	                  	 				155,000      	 	109,000 
Accumulated benefit obligation				             4,634,000	     	3,966,000 
Impact of future salary increases         		 		873,000	       	967,000
Projected benefit obligation				              	5,507,000	     	4,933,000 
Plan assets at fair value, primarily 
  U.S. Government obligations, and 
  collective investment stock and 
  bond funds	                            						5,026,000	     	4,856,000 
Projected benefit obligations in 
  excess of plan assets                      		(481,000)     		(77,000) 
Items not recognized in income: 
    Unrecognized prior service cost        				(78,000)      		(86,000)    
    Unrecognized net gain from past 
      experience different from that 
      assumed and effects of changes 
      in assumptions				                       (211,000)	     	(396,000) 
Initial transition credit which is 
  being amortized over 21 years		          				(66,000)      		(68,000)  

     Accrued pension cost included in other
        liabilities                           	$(836,000)    		$(627,000) 


Assumptions used for the plan at 
December 31, 1993 and 1992 are
as follows:

Discount rate                           							7.25%        			8.00% 
Rate of increase in compensation levels     			4.50%        			5.50% 
Long-term rate of return on assets				         8.50%		        	8.50% 




Prior to 1992, the Corporation maintained an informal
contributory health care and life insurance benefits program for
substantially all employees and retirees. During 1992, this Plan
was amended to provide these benefits only to existing retirees
and their dependents at increased contributory levels. Prior to
1993, the Corporation accounted for the costs of providing these
benefits as the health care costs were incurred and premiums
were paid. The Corporation's cost of providing these benefits to
retirees was approximately $90,000 in 1992. 



/PAGE 15

PAGE 16



On January 1, 1993, the Corporation adopted Statement of
Financial Accounting Standards No. 106 "Employers' Accounting
for Postretirement Benefits Other Than Pensions" (SFAS No. 106)
which requires the accrual of the expected costs of providing
postretirement benefits during the period of employee service.
The Corporation has recognized the cumulative effect of its
transition obligation of $884,000 ($583,000, net of tax) as of
January 1, 1993. The net periodic postretirement benefit cost
for 1993 was $74,000. The net  postretirement benefit liability
was $867,000 at December 31, 1993. The weighted average discount
rate used in determining the accumulated postretirement benefit
obligation at December 31, 1993 was 7.25%. The assumed health
care costs trend rate used in measuring the accumulated benefit
obligation at December 31, 1993 was 11%, grading down 1% per
year to an ultimate rate of 5%. 

The Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 112, "Employer's Accounting
for Postemployment Benefits" (SFAS No. 112), which requires
accrual accounting for benefits provided to former or inactive
employees after employment, but before retirement. The
requirements of SFAS No. 112 are effective for fiscal years
beginning after December 15, 1993.  The Corporation anticipates
that the adoption of this accounting standard will not have a
material impact on the Corporation's financial position or
results of operations.




9.   FEDERAL INCOME TAX EXPENSE: 

The Corporation and its banking affiliates file a consolidated
federal income tax return and income tax expense is allocated
among all companies based upon their federal taxable income or
loss and tax credits. 

On January 1, 1993 the Corporation adopted Financial Accounting
Standards No. 109, "Accounting for Income Taxes" (SFAS No. 109),
which requires the recognition of deferred tax assets and
liabilities for the expected future tax consequences of events
that have been included in the financial statements or tax
returns.  Deferred income taxes are recognized at prevailing tax
rates for temporary differences between financial statement and
income tax bases of assets and liabilities.  The Corporation has
recognized the cumulative effect of this change in accounting of
$269,000 as an increase in income in 1993. 

The effective federal income tax rate in the consolidated
statement of income is less than the statutory corporate tax
rate due to the following:






                                      								    December 31  	
                                   							1993      		1992       		1991

                                                          

Statutory corporate tax rate		          		34.0%	     	34.0%      		34.0% 
Differences in rate resulting from: 
   Interest on obligations of state 
      and political subdivisions	       		(7.9)	     	(10.2)     		(13.5) 
Other	                                      	 	 						0.4       	 	1.0

	      TOTALS                       						26.1%     		24.2%      		21.5% 



Deferred federal income tax expense arises from timing
differences in the recognition of revenue and expense for
financial reporting and tax purposes. The source of those
differences and the tax effects of each are as follows:



Difference in tax and book provision for 
   loan losses		  	                                   $(303,000)  	$(64,000) 
Deferral of nonrefundable loan fees for book	         (59,000)    	14,000 
Other	                                       	 							(154,000)   	(19,000)

    TOTALS                                    								$(516,000) 	 $(69,000) 



The related federal income tax expense (benefit) on securities
transactions approximated $15,000 in 1993, $13,000 in 1992 and
$0 in 1991. 


/PAGE 16

PAGE 17

The components of the net deferred tax asset were as follows:



                                 							  	December 31	  	January 1
                                    							1993 	         1993   

                                                    

Deferred tax assets arising from:     
   Loan loss reserve				                 		$1,427,000	   	$1,175,000	   
   Pension expense	                  	 				317,000     	 	246,000	   
   Postretirement benefits other 
      than pensions                    		 	297,000	     
   Deferred loan fees and costs	 			       289,000      		268,000     
   Other 			                           				242,000      		211,000	         

          Total deferred tax asset		  	   	2,572,000	    	1,900,000 


Deferred tax liabilities arising from:     
   Depreciation	                     						367,000      		305,000	   
   Other	                           	 					153,000	       107,000

          Total deferred tax liabilities			520,000	      	412,000

               Net deferred tax assets		   $2,052,000	   	$1,488,000 





The Corporation has not recorded a valuation allowance, as the
deferred tax assets are presently considered to be realizable
upon the level of anticipated future taxable income. Net
deferred tax assets and federal income tax expense in future
years can be significantly affected by changes in the enacted
tax rates or by unexpected adverse events that would impact
management's conclusions as to the ultimate realizability of
deferred tax assets.



10.    EARNINGS PER SHARE: 

Fully-diluted earnings per share are calculated as if the
Subordinated Debentures were converted as of the issue date,
with a corresponding increase in net income from the after-tax
reduction in interest expense. For purposes of the primary and
fully-diluted earnings per share calculation, options granted
under the 1993 stock option plan are considered common stock
equivalents.



11.	RELATED PARTY TRANSACTIONS: 

In the normal course of its business, the subsidiary banks have
granted loans to certain executive officers and directors and
their interests. The following is an analysis of activity of
related party loans for the year ended December 31, 1993:  


Balance, January 1, 1993		  		$7,905,000
New loans             						  11,191,000
Repayments						              (9,481,000)
                             ------------
Balance, December 31, 1993				$9,615,000 


Such amounts do not include loans to members of immediate
families other than spouses of persons who are executive
officers or directors.



12.	REGULATORY MATTERS: 

The payment of dividends by banking subsidiaries is subject to
various Regulatory restrictions. Laws provide that dividends in
any calendar year generally shall not exceed the total net
profits of that year plus the retained net profits of the
preceding two years. As of December 31, 1993 approximately
$7,700,000 of retained earnings of the banking subsidiaries were
available for the payment of dividends to the parent
corporation. 

The Corporation's banking subsidiaries are required to maintain
minimum amounts of capital to total "risk weighted" assets, as
defined by the banking regulators. At December 31, 1993 the
banking subsidiaries are required to have minimum Tier 1 and
total capital ratios of 4% and 8%, respectively. The banking
subsidiaries' actual ratios at that date were in excess of these
stated minimums.



13.	FEDERAL RESERVE REQUIREMENTS: 

The Federal Reserve requires that certain average reserve
balances be maintained in the subsidiary banks' cash and due
from banks account. The Reserve requirement is calculated on a
percentage of total deposit liabilities and amounted to
$5,010,000 and $4,834,000 at December 31, 1993 and 1992,
respectively.

/PAGE 17

PAGE 18



14.	BRANCH ACQUISITIONS: 

During 1992, the Corporation acquired approximately $32 million
of assets and assumed $32 million of deposit and other
liabilities from two unaffiliated institutions.



15.	STOCK DIVIDEND:

On January 25, 1993, the Corporation declared a ten percent
stock dividend issued on April 15, 1993 to shareholders of
record as of April 1, 1993. All per share information in the
accompanying consolidated financial 	statements has been
adjusted to give retroactive effect to the stock 		dividend. 




16.	STOCK OPTIONS: 	

The Corporation is authorized under provisions of the 1993 Stock
Option Plan to grant options to purchase 110,000 shares of the
Corporation's Common Stock to key employees and directors at a
price not less than the fair market value of the shares on the
dates the options are granted.  	Options granted  may be either
"Incentive Options" or "Non-qualified Options" as defined by the
Internal Revenue Code.

During 1993 the Corporation granted 8,050 non-qualified options
at $41.00 per share and 19,000 incentive options at $35.00 per
share. All of these options were outstanding as of December 31,
1993.



17.	STOCKHOLDERS' EQUITY:

During 1993 the stockholders of the Corporation approved a plan
which provided for, among other things, the change in the
Corporation's state of incorporation from Delaware to Ohio, and
an increase in the authorized number of shares from 2,000,000
common shares, $1.00 par value, to 4,000,000 common shares,
without par value. Common stock and capital in excess of par
value have been combined and presented as a single caption on
the accompanying consolidated balance sheet at December 31, 1993.




18. 	PARENT COMPANY ONLY FINANCIAL INFORMATION: 






BALANCE SHEET, DECEMBER 31 	


                                           						 	1993 	       	1992 

                                                           

Assets:
   Cash					                                	     	$128,000    		$320,000       
   Receivable due from subsidiary	               		1,606,000   		1,765,000    
   Short-term and other investments			             569,000     		569,000    
   Capital note receivable due from subsidiary			  3,000,000 
   Investments in subsidiaries, at equity		        38,269,000	  	37,771,000    
   Excess cost over net assets acquired			         1,241,000   		1,378,000   
   Subordinated debenture costs, net 
     of amortization				                                         84,000 
   Other                                    		 				599,000    	 	634,000 
 
         Total assets                         					$45,412,000 		$42,521,000 

Liabilities: 
   Accrued interest payable and accrued expenses 		$147,000    		$121,000    
   Dividends payable                          					407,000	     	329,000 
   Term debt (Note 5)                          				2,080,000	   	3,574,000
            
         Total liabilities		                     		2,634,000  	 	4,024,000 

Stockholders' equity	                          				42,778,000  		38,497,000   

Total liabilities and stockholders'equity		      	 $45,412,000 		$42,521,000






/PAGE 18

PAGE 19









Statement of Income 
Year Ended December 31,

                         			        1993		         1992 		        1991 

                                                         

INCOME:
   Dividends from subsidiaries	     $5,130,000   	 $1,810,000    	$1,615,000 
   Interest ($40,000, $55,000 
     and $85,000 from 
     subsidiaries, respectively)		  58,000       		60,000       		100,000    
   Management fees from 
     subsidiaries                 		770,000      		698,000       	455,000
   Other	                      	 			110,000      		39,000 	  

        Total income            				6,068,000     	2,607,000     	2,170,000 

EXPENSES: 
   Interest	                    				169,000      		333,000       	568,000 
   Salaries and benefits		         	848,000	      	660,000	       391,000 
   Other		 			                      709,000	      	630,000       	480,000 

         Total expenses          			1,726,000     	1,623,000     	1,439,000 	

         Income before federal 
           income taxes and equity 
           in undistributed 
           earnings of 
           subsidiaries	          		4,342,000     	984,000       	731,000

Applicable income tax benefit	    		231,000      		237,000       	251,000 

Equity in undistributed earnings 
  of subsidiaries	                  498,000      		3,329,000     	2,633,000 

NET INCOME                     					$5,071,000	    $4,550,000    	$3,615,000 



STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 

Cash flows from operating activities: 
   Net income                  					$5,071,000    	$4,550,000    	$3,615,000
   Adjustments to reconcile net 
    income to cash provided 
    by operations: 
      Amortization and depreciation	265,000      		281,000       	221,000 
      Equity in undistributed 
        earnings of subsidiaries	 		(498,000)      (3,329,000)	   (2,633,000) 
      Other, net	                			115,000      		(159,000)    	 187,000 

         Net cash provided by 
           operating activities	   	4,953,000	     1,343,000	     1,390,000 


Cash flows from investing activities: 
   Net decrease in short-term 
     investments	                               			40,000       		1,834,000  
   Purchase of investment securities	           			(50,000)      	(112,000) 
   Expenditures for premises and 
     equipment		                    (20,000)	     	(4,000)       	(67,000) 
   Proceeds from sale of 
     premises to subsidiary	                     		362,000 
   Purchase of capital 
     note receivable 
     due from subsidiary         			(3,000,000) 	 	  

          Net cash provided by 
            investing activities		  (3,020,000)	   348,000	       1,655,000 


Cash flows from financing activities: 
   Cash dividends paid	           		(1,510,000)   	(1,276,000)	   (1,057,000) 
   Proceeds from long-term debt						                            	2,600,000     
   Payments on long-term debt and 
     capital leases	                (276,000)	     (292,000)  	   (2,700,000) 
   Purchase of treasury stock	    		(498,000)     	(159,000)     	(50,000) 
   Change in receivable
     from subsidiary	              	159,000	      	(184,000)      (1,581,000)  

         Net cash used in 
           financing activities		   (2,125,000)  	 (1,911,000)   	(2,788,000) 

         Net (decrease) increase 
           in cash                		(192,000)     	(220,000)	     257,000 

Cash at the beginning of the year		 320,000	 	     540,000	       283,000 

         Cash at the end of 
           the year			              $128,000	     	$320,000      	$540,000 




The parent company paid interest totaling $185,000, $371,000 and
$572,000 during the years ended December 31, 1993, 1992 and
1991, respectively. 

The Corporation's investment in subsidiaries is reflected at an
amount equivalent to the underlying fair value of the
subsidiaries at the date of acquisition adjusted to reflect the
changes in equity of such subsidiaries since acquisition.
Stockholders' equity reflected in the Parent Company Only
balance sheet includes undistributed earnings of subsidiaries
which are restricted from transfer to the Corporation in the
form of dividends. Such amounts approximated $16,300,000 and
$16,000,000 at December 31, 1993 and 1992, respectively.


/PAGE 19


PAGE 20

REPORT OF INDEPENDENT ACCOUNTANTS


TO THE STOCKHOLDERS AND BOARD OF DIRECTORS OF PEOPLES BANCORP INC.

We have audited the accompanying consolidated balance sheets of
Peoples Bancorp Inc. and Subsidiaries as of December 31, 1993
and 1992 and the consolidated statements of income,
stockholders' equity, and cash flows for each of the years in
the three-year period ended December 31, 1993. These financial
statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial
statements based on our audits. 

We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion. 

In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Peoples Bancorp Inc. and Subsidiaries as
of December 31, 1993 and 1992 and the consolidated results of
their operations and their cash flows for each of the years in
the three-year period ended December 31, 1993 in conformity with
generally accepted accounting principles. 

As discussed in Notes 8 and 9 to the consolidated financial
statements, the Corporation changed its methods of accounting
for postretirement benefits other than pensions and income taxes
in 1993.


                                                                
                                  	COOPERS & LYBRAND
                            							Coopers & Lybrand


Columbus, Ohio 
January 28, 1994



/PAGE 20

PAGE 21


COMMON STOCK 

MARKET FOR COMMON STOCK AND DIVIDENDS 

Prior to 1993, the Corporation's Common Stock was traded on a
limited basis in the over-the-counter market. On February 9,
1993, the Corporation commenced trading on the Nasdaq National
Stock Market (National Association of Securities Dealers
Automated Quotation). Nasdaq provides brokers and others with
immediate access to the best stock price for the Corporation and
thousands of other companies across the world. The Corporation
can be found under the symbol PEBO.   

To the best knowledge of the Corporation, during 1993,
approximately 130,000 shares were traded. The following table
sets forth for the indicated periods the high and low bid
quotations for, and the cash dividends declared, with respect to
the Corporation's Common Stock. 

Prior to 1993, the bid quotations were obtained from the three
securities dealers which made a market in the Corporation's
Common Stock. These quotations are inter-dealer prices, without
retail markup, markdown, or commission, and may not represent
actual transactions. Currently seven companies serve as market
makers on the Nasdaq National Stock Market. Market prices since
February, 1993, have been obtained directly from the Nasdaq
quotation system.  The bid quotations and per share dividends
have been adjusted for a 10% stock dividend issued on April 15,
1993. Peoples Bancorp had 1,107 shareholders at December 31,
1993. 






QUARTERLY MARKET AND DIVIDEND INFORMATION



                                       	  								PER SHARE
	                                  						High Bid 	Low Bid   	Dividend 

                                                     

1993 
Fourth Quarter				                      	$44.00	  	$39.00   		$.28 
Third Quarter                      						46.50   		38.00    		.26 		
Second Quarter                      					47.00   		35.00	    	.26 
First Quarter	                     	 				49.09	   	34.55	    	.24


1992 
Fourth Quarter	                     			 	$40.00  		$33.64	    	$.24 
Third Quarter						                      37.27	    30.00	     	.24 
Second Quarter			                      		32.73	   	25.91	     	.24 
First Quarter	                      					27.27   		24.55     		.24


1991 
Fourth Quarter                      					$28.18  		$24.55    		$.22 
Third Quarter                      						26.36   		21.82     		.22 
Second Quarter                      					22.73	   	20.91     		.22 
First Quarter              	        					22.50	   	20.45	     	.22




The Corporation and its predecessor have paid cash dividends on
its Common Stock for over 37 consecutive years and have
increased the annual dividend in each of the last 28 years. The
Corporation plans to continue to pay quarterly cash dividends. 

Cash dividends are subject to certain restrictions as described
in Note 12 to the audited financial statements.


THE ANNUAL MEETING OF STOCKHOLDERS OF PEOPLES BANCORP INC. WILL
BE HELD TUESDAY, APRIL 5, 1994 AT 10:00 A.M. IN THE PEOPLES BANK
CONFERENCE ROOM, 235 SECOND STREET, MARIETTA, OHIO. STOCKHOLDERS
ARE CORDIALLY INVITED TO ATTEND. 

ON WRITTEN REQUEST, A COPY OF OUR ANNUAL REPORT TO THE
SECURITIES AND EXCHANGE COMMISSION ON FORM 10-K IS AVAILABLE TO
INTERESTED STOCKHOLDERS. REQUESTS SHOULD BE ADDRESSED TO RUTH
OTTO, SECRETARY, PEOPLES BANCORP INC., P.O. BOX 738, MARIETTA,
OHIO 45750.


/PAGE 21

PAGE 22






AVERAGE BALANCES AND ANALYSIS OF NET INTEREST INCOME


  
                                          					(dollars in thousands)
                           1993 		                      1992 		                    	  1991 
                              Average                       Average                     Average
                Average	  Income/	  Yield/	 Average	   Income/	   Yield/	 Average 	 Income/   Yield/      
                Balance 	 Expense 	 Rate 	  Balance 	  Expense 	  Rate    Balance 	 Expense  	Rate 

                                                                      

Securities:
Taxable	        $79,086	  $5,959	   7.5%	   $81,607	   $6,378	    7.8%	   $73,506	  $6,154	   8.4%
Nontaxable<F1>	 26,895	   2,608   	 9.7%	   29,363	    2,874	     9.8%	   29,323	   2,959	    10.1%

  Total	        105,981	  8,567   	 8.1%   	110,970    9,252	     8.3%   	102,829	  9,113	    8.9%

Loans:
Commercial     	45,024   	3,590    	8.0%   	40,250    	3,543     	8.8%   	39,941	   4,087	    10.2%
Real estate	    184,014  	15,319   	8.3%	   178,025   	16,415    	9.2%   	158,757	  16,928	   10.7%
Consumer (net) 	77,244   	7,736    	10.0%	  72,758    	7,830     	10.8%  	71,515	   7,838	    11.0%
Valuation 
  reserve      	(6,095)		                   (5,298)	 	                    (945)
     Total	     300,187	  26,645	   8.9%	   285,735	   27,788	    9.7%	   266,268	  28,853	   10.8%

Money Market:
Interest-bearing
  deposits	     8,562	    209	      2.4%	   6,894	     452	       6.6%	   8,349	    573	      6.9%
Federal funds
  sold	         17,706	   623	      3.5%	   21,462	    1,035	     4.8%	   18,687	   1,420	    7.6%
     Total	     26,268	   832	      3.2%	   28,356     1,487      5.2%	   27,036	   1,993	    7.4% 

Total earning
  assets	       432,436	  36,044	   8.3%	   425,061	   38,527	    9.1%	   396,133	  39,959	   10.1%

Other assets	   32,580			                   27,263			                     27,290 

     Total 
       assets   $465,016			                 $452,324			                   $423,423

Deposits: 
Savings	        $72,999	  2,107	    2.9%	   $61,660	   2,195	     3.6%	   $48,085	  2,339	    4.9%
Interest-bearing
  demand 
  deposits	     80,100	   1,998	    2.5%	   73,830    	2,310     	3.1%   	64,534	   3,094	    4.8%
Time	           196,374  	9,750     5.0%   	224,898   	12,681	    5.6%	   225,648	  15,676	   6.9%
    Total	      349,473	  13,855	   4.0%	   360,388    17,186     4.8%	   338,267	  21,109	   6.2% 

Borrowed Funds:
Short term	     9,186	    203	      2.2%	   9,398     	262       	2.8%   	9,436	    495	      5.2%
Long term	      19,611	   1,205   	 6.1%	   6,549    	 439      	 6.7%  	 7,101	    568	      8.0%
Total	          28,797  	 1,408   	 4.9%  	 15,947   	 701      	 4.4%	   16,537	   1,063	    6.4%

  Total interest
    bearing
    liabilities	378,270	  15,263	   4.0%	   376,335   	17,887	    4.8%	   354,804	  22,172	   6.2%

Noninterest
  bearing
  deposits	     41,621			                   38,403			                     34,443

Other 
  liabilities	  4,320			                    3,485			                      3,302

Total 
  liabilities  	424,211			                  418,223		                    	392,549

Stockholders' 
  equity	       40,805			                   34,101			                     30,874

Total 
  liabilities and 
  stockholders'
  equity	       $465,016		 	                $452,324			                   $423,423

Interest rate 
  spread		               $20,781    4.4%		             $20,640	   4.4%		  $17,787	                     3.9% 

Interest revenue/
  earning assets			                 8.3%			                       9.1%                                 10.1%  

Interest expense/
  earning assets                			 3.5%			                       4.2%			                              5.6% 

Net yield on 
  earnings assets	                	 4.8%		                      	 4.9%	      		                        4.5%


<FN>

<F1>  Computed on a fully tax equivalent basis by dividing
nontaxable income by 66% and reducing the result by the
municipal interest limitation. The interest income was increased
by $733,000, $820,000 and $808,000 for 1993, 1992 and 1991,
respectively. 

<F2>  Nonaccrual loans are included in the average balances
listed. Related income on nonaccrual loans through the date the
loan was put on accrual status is included in loan income. As of
December 31, 1993, 1992 and 1991, nonaccrual loans outstanding
were $1,416,000, $1,279,000 and $1,301,000, respectively. 

<F3>  Loan fees included in income for 1993, 1992 and 1991 were
$558,000, $512,000, and $244,000, respectively.



/PAGE 22


PAGE 23








RATE VOLUME ANALYSIS/MATURITIES TABLES

Rate Volume Analysis		

                                    (dollars in thousands)

                    Change in 
                Income/Expense<F1>	      Rate Effect	             Volume Effect 

              1993    1992	  1991	    1993	    1992	   1991	     1993	     1992	  1991 


                                                       

Investment
 income:
  Taxable	    $(419) 	$224 	 $(50)   	$(225)  	$(447) 	$(145)    $(194)	 $671 	   $95
  Nontaxable  (266)   (85)   (7)      (26)	    (89)	   (87)      (240)	 	4	       80
    Total	    (685)	  139	   (57)	    (251)	   (536)	  (232)     (434)	 	675	 	   175 

Loan income:
  Commercial		47	     (544)		(325)  	 (351)	   (575)	  (365)     398		   31		     40
  Real estate (1,096)	(513)		1,138	   (1,634)	 (2,485)	136		     538		   1,972	   1,002
  Consumer	   (94)	   (8)	   (992)	   (561) 	  (144)   (1,283)	 	467	 	  136	     291
     Total 	  (1,143)	(1,065)(179)	   (2,546)	 (3,204)	(1,512)		 1,403		 2,139	   1,333 

Money market 
  funds	      (655)	  (506)	 (239)	   (583)	   (599)	  (139)	    (72)	   93	      (100

Total interest
  income	     (2,483)	(1,432)(475)	   (3,380)	 (4,339)	(1,883)		 897		   2,907	   1,408 

Interest expense: 
  Savings	    (88)	   (144)		39	      (454)	   (714)	  (138)		   366		   570		    177 
  Interest-
    bearing
    demand 
    deposits	 (312)	  (784)	 (501)	   (496)	   (1,192)	(683)		   184		   408		    182 
  Time	       (2,931)	(2,995)(1,058)	 (1,422)	 (2,943)	(1,865)	  (1,509)	(52)		   807
  Short-term 
    borrowings(59)	   (233)	 (250)	   (53)	    (231)	  (209)	    (6)	    (2)	     (41)
  Long-term 
    borrowings	766	   (129)	 (100)	   (40)	    (87)	   (74)	    	806	    (42)		   (26)

Total interest
  expense	     (2,624)(4,285)(1,870)	 (2,465) 	(5,167)	(2,969)	  (159)		 882		    1,099

               $141	  $2,853	$1,395	  $(915)	  $828	   $1,086		  $1,056	 $2,025   $309 

<FN>

<F1>  The change in interest due to both rate and volume has been
allocated to volume and rate changes in proportion to the
relationship of the dollar amounts of the change in each.








LOAN MATURITIES		

                                         Due In
                             Due in      One Year     Due
                            	One Year 	  Through      After      
                             or Less	    Five Years	  Five Years   Total
LOAN TYPE:

                                                        
Commercial loans: 
  Fixed   	                  $2,611	     $1,500 	     $3,009      	$7,120  
  Variable	                	 27,047	     3,244	       9,888	       40,179
      SUBTOTAL               29,658	     4,744	       12,897	      47,299 

Real estate loans:
  Fixed	                    	56	         5,174	       46,129      	51,359
  Variable	                 	527        	7,703       	133,668     	141,898
      SUBTOTAL               583	        12,877      	179,797     	193,257 

Consumer loans:
  Fixed		                    6,734	      59,000      	2,628	       68,362 
  Variable		                 378	        10,458	      1,921	       12,757
      SUBTOTAL               7,112	      69,458	      4,549	       81,119 

          TOTAL		            $37,353	    $87,079	     $197,243	    $321,675 








Maturities Schedule of Large Certificates of Deposit over $100,000	

                                         as of December 31
                                       (dollars in thousands) 	

                             1993 	      1992 	       1991 	       1990  

                                                       
        
Under 3 months		             $5,761	     $7,810	      $15,099	     $14,104 
3 to 6 months		              2,241	      5,957   	    <F1>         <F1>
6 to 12 months            		 2,859      	2,109
3 to 12 months		             5,100     	 8,066       	7,674	       14,214 

Over 12 months		             6,939	      7,291	       4,198	       3,276

    Total		                  $17,800	    $23,167	     $26,971     	$31,594 



<FN>

<F1> The maturity schedule of large certificates of deposit prior
to 1992 is in accordance with regulatory guidelines for
preparation of quarterly Call Reports. The accounting system did
not provide a split of the 3 to 12 months category into
categories of 3 to 6 months and 6 to 12 months.




/PAGE 23

PAGE 24






LOAN PORTFOLIO ANALYSIS



                                    (dollars in thousands)

                      1993	      1992	      1991	      1990	      1989 

                                                   

Year-end balances: 
Commercial            $47,299   	$40,253   	$42,557   	$39,818   	$39,380
Real estate		         189,866   	176,119    163,670	   151,242   	141,847
Real estate 
  construction      		3,391     	1,965     	3,073     	1,400     	1,407
Consumer (net)	      	76,977    	69,030    	65,168    	65,680    	64,801
Credit card		         4,142	     3,768	     3,785    	 3,580	     3,465

    Total		           $321,675	  $291,135  	$278,253  	$261,720  	$250,900


Average loans	       	$300,187  	$285,735  	$266,268  	$257,214  	$249,384

Reserve for 
  possible loan 
  losses, January 1		 $5,687	    $4,273	    $4,086	    $3,765	    $3,044 
Reserve for
  losses of acquired 
  branch			                      721 

Loans charged off:
Commercial	          	193       	1,163      	572	      576       	188 
Real estate	         	143       	295        	401      	91        	209
Consumer            		816       	826        	1,002    	753       	672
Credit card         		51       	 33	         62       	43       	 46

      Total	         	1,203     	2,317      	2,037     1,463	     1,115


Recoveries:
Commercial		          60	        241	        91	       12	        209 
Real estate	         	65	        110        	25       	48        	18
Consumer            		157       	267       	 354      	243       	153
Credit card        		 12       	 5         	 6       	 6         	10
  
      Total	         	294       	623        	476      	309       	390 


Net chargeoffs:
Commercial		          133        922        	481       	564      	(21) 
Real estate         		78        	185	        376       	43       	191
Consumer            		659       	559        	648       	510      	519
Credit card        		 39	        28	         56	        37      	 36
       
       Total		        909       	1,694	      1,561     	1,154	    725 

Charged to operations 1,592	     2,387     	 1,748    	 1,475	    1,446 

Reserve for loan 
  losses December 31		  $6,370 	   $5,687	     $4,273    	$4,086	   $3,765 

Reserve for possible 
  loan losses as of 
  December 31:
Commercial	             $3,185	    $2,651	     $1,797	    $2,145	   $1,589 
Real estate		           2,000	     1,189	      1,108     	510	      442
Consumer              		987       	602	        454       	425      	666
Credit card           		166       	45         	45        	41       	45 
Unallocated		           32	        1,200	      869	       965	      1,023 

        Total		         $6,370	    $5,687	     $4,273	    $4,086	   $3,765 

% of loans to total 
loans at December 31:
Commercial		            14.7%	     13.8%	      15.3%	     15.2%	    15.7%
Real estate	           	60.1	      61.2       	59.9      	58.3      57.1
Consumer              		23.9      	23.7       	23.4      	25.1	     25.8 
Credit card		           1.3	       1.3       	 1.4	       1.4      	1.4

         Total	        	100.0%    	100.0%     	100.0%    	100.0%   	100.0%





/PAGE 24


PAGE 25





                                     (dollars in thousands)

                            1993	     1992	     1991	     1990     	1989 

                                                     

Ratio: Net 
  chargeoffs/average loans:
Commercial		                0.05%	    0.32%    	0.18%	    0.22%    	(0.01)% 
Real estate		               0.02     	0.06     	0.14	     0.02	     0.08
Consumer	                  	0.22     	0.20     	0.24     	0.20     	0.21 
Credit card               		0.01    	 0.01     	0.02      0.01     	0.01

    Total                 		0.30%    	0.59%	    0.58%     0.45%	    0.29% 

Nonperforming loans:
Nonaccrual loans	          	$1,416	   $1,279   	$1,301	   $1,769	   $1,701
Loans 90+ days past due		   896	      1,284	    1,706    	1,844	    1,982
Other real estate owned	   	38       	49	       779      	144      	682 
Troubled debt restructuring		 	 	                          	3 	

    Total		                 $2,350	   $2,612	   $3,786	   $3,760	   $4,365


Nonperforming loans as a 
  percent of total loans	  	0.7%	     0.9%	      1.4%     	1.4%	    1.7% 




The provision for possible loan losses for financial reporting
purposes is based upon past experience and an evaluation of
potential losses in the current loan portfolio. In management's
opinion, the provision is considered sufficient to maintain the
loan loss reserve at a level adequate to absorb all anticipated
losses existing in the loan portfolios at the balance sheet
dates. Loans are classified as nonaccrual when, in the opinion
of management, the collection of principal or interest is
unlikely. No interest is taken into income on nonaccrual loans
until such time as the borrower demonstrates the ability to pay
principal and interest. Interest income on nonaccrual loans
which would have been recorded under the original terms of the
loans for 1993, 1992 and 1991 was $149,000 (of which $41,000 was
actually recorded), $205,000 (of which $111,000 was actually
recorded) and $158,000 (of which $61,000 was actually recorded),
respectively.


/PAGE 25



PAGE 26

MANAGEMENT'S DISCUSSION AND ANALYSIS

INTRODUCTION 

The following discussion and analysis of the financial
statements of Peoples Bancorp Inc. is presented to lend the
reader insight-insight into Management's review of the financial
results, as well as Management's views of Peoples Bancorp's
place in the economy of Southeastern Ohio and Northern West
Virginia and future opportunities for the organization. Our
subsidiaries, The Peoples Banking and Trust Company (Peoples
Bank), The First National Bank of Southeastern Ohio (First
National) and the Northwest Territory Life Insurance Company,
provide financial services to individuals and businesses within
our market area. Peoples Bank is chartered in the State of Ohio
and subject to regulation, supervision and examination by the
Federal Deposit Insurance Corporation and the Ohio Division of
Banks. First  National is a member of the Federal Reserve System
and subject to regulation, supervision and examination by the
Comptroller of the Currency. This discussion and analysis should
be read in conjunction with the audited financial statements and
footnotes and with the ratios, statistics and discussions
contained elsewhere in the Annual Report.



OVERVIEW OF INCOME STATEMENT 

Peoples Bancorp achieved an increase in net income of $521,000
or 11.5%. Total 1993 net income was $5,071,000. For the year
ended December 31, 1993, primary and fully-diluted earnings per
share were $3.63 and $3.59 compared to $3.42 and $3.17 for 1992.
Net income to average assets improved from 1.01% last year to
1.09% this year. Net income to average stockholders' equity for
1993 was 11.9% compared to 11.8% last year. 

During 1993, the Corporation adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for
Postretirement Benefits other than Pensions" (SFAS No. 106)
which requires the accrual of the expected costs of providing
postretirement benefits during the period of employee service.
The Corporation provides certain health care benefits to current
retirees and their dependents. Peoples Bancorp Inc. has
recognized the cumulative effect of its transition obligation of
$884,000 ($583,000, net of tax) as a decrease in income in 1993. 

The Corporation has also adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes"
(SFAS No. 109), which requires recognition of deferred tax
assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or
tax returns. Deferred income taxes are recognized at prevailing
tax rates for temporary differences between financial  statement
and income tax bases of assets and liabilities. The Corporation
has recognized the cumulative effect of this change in
accounting of $269,000 as an increase in income in 1993.
Previously issued financial statements have not been restated.


INTEREST INCOME AND EXPENSES 

Net interest income after provision for loan loss increased from
$18,456,000 last year to $18,898,000 this year. Interest income
decreased by $2.4 Million while interest expense decreased by
$2.6 Million. The volume of business has not declined. In fact,
certain interest sensitive categories have shown growth. The
continued impact of lower interest rates has resulted in these
changes. The mix of interest-earning assets shifted away from
short-term Federal funds sold to loans. Loans have typically
returned the highest rate of interest earning assets while
short-term funds have been the lowest. On the liability side of
the balance sheet, Peoples  Bancorp has also experienced a
change in mix. Interest-bearing deposits, primarily Certificates
of Deposit, have declined by $15.4 Million or 4.3%. This funding
source has been replaced by an increase in borrowings from the
Federal Home Loan Bank (FHLB). The FHLB borrowings can be
matched directly against specific assets. Total interest-earning
assets have decreased by $4,104,000 to $438,072,000 while
interest-bearing liabilities have decreased by $7,991,000 to
$373,125,000. The composite of these items results in an
increase in net interest income over 1992.



OTHER INCOME 

Total non-interest income increased $438,000 or 12.5% over 1992.
Service charges on deposit accounts increased by $331,000 to
$1,295,000. Management continues to review the level of services
performed in order to determine appropriate fees that should be
charged for our deposit products. Income from fiduciary
activities increased by 10% to $1,475,000. Income from fiduciary
activities is a function of assets under management of the
Investment & Trust Division (ITD). The market value of assets
under ITD management has increased from $288,086,000 at December
31, 1992 to $326,182,000 at December 31, 1993.


OTHER EXPENSES 

Other expenses increased by $179,000 or 1.2% to $15,124,000.
This modest increase is the result of Management's efforts to
control overhead. Salaries and benefits increased by $438,000 or
6.3%. Net occupancy expense increased by $90,000 primarily due
to taking a half year's depreciation on the expansion and
renovation of the Corporation's downtown Marietta facility which
was completed in October, 1993. The total project cost was $5.2
Million and was incurred over 1992 and 1993.




FEDERAL INCOME TAX EXPENSE 

Federal income taxes increased from $1,452,000 last year to
$1,899,000 this year, primarily due to increased pre-tax income.
The effective tax rate increased from 24.2% in 1992 to 26.1%
this year. The corporation earned less interest on obligations
of state and political subdivisions in relation to total income
this year than last. Management expects this trend to continue. 


/PAGE 26

PAGE 27


OVERVIEW OF BALANCE SHEET 

Total assets remained nearly the same as last year, decreasing
$3,189,000 or 0.7% to $465,373,000. Interest-earning assets
decreased from $442,176,000 to $438,027,000 while
interest-bearing liabilities decreased from $381,116,000 to
$373,125,000. The result is an increase in net earning assets.
The mix of assets and liabilities has also changed.
Interest-earning deposits with banks and federal funds sold
decreased by $25,437,000 while loans increased by $30,540,000.
This shift from lower yielding to higher yielding assets helped
the Corporation maintain its net interest margin.





SECURITY ANALYSIS

         	        Maturity Distribution (dollars in thousands) 

                        U.S. 	     Federal 	   State and
                        Treasury 	 Agency 	    Municipal  Other 	   Total 

                                                     

December 31, 1993

Maturity:
     Within 1 year		    $15,975	   $          	$4,049    	$823	    $20,847
     1 - 5 years	      	30,025    	8,426      	14,525    	4,710	   57,686 
     5 - 10 years     		2,685      7,143      	5,630     	750	     16,208
     Over 10 years	 	 	            2,495       1,375    	 3,699  	 7,569

        	Total	        	$48,685   	$18,064    	$25,579   	$9,982	  $102,310 

Book Value		            $48,790   	$18,398    	$26,183    $9,978	  $103,349 
Market Value	          	$51,022   	$18,583    	$27,831   	$10,669	 $108,105

Maturity:
     Within 1 year	    	7.399%	            	  	10.550%	   8.064%	  8.037%
     1 - 5 years	      	7.201		    6.228%		    9.402		    7.717		  7.655
    	5 - 10 years	     	7.439	    	5.514	     	8.880	    	5.857	  	7.018
     Over 10 years	            		 	5.429	     	10.265   	 4.877 	 	6.038

         	Total	       	7.279%    	5.835%	     9.515%	    6.554%	  7.512% 

December 31, 1992
     Book Value       		$60,317    $11,078    	$31,284   	$9,877	  $112,556	
     Market Value	     	$63,345	   $11,270    	$32,785   	$10,171 	$117,571 

December 31, 1991
     Book Value	       	$56,398   	$5,514	     $30,130	   $7,921	  $99,963
     Market Value		     $60,003	   $5,613	     $30,930	   $8,010	  $104,556





The yield on state and municipal securities is computed on a
fully tax equivalent basis assuming a tax rate of 34%. 

The portfolio contains no single issue (excluding U.S.
Government and Federal Agency securities) which exceeds 10% of
shareholders' equity.



LOANS 

Overall loan demand was strong during 1993. Real estate loans
increased by $13,747,000 or 7.8% to $189,866,000 as individuals
and businesses found that lower interest rates allowed them to
afford more debt. Consumer loans increased by $8,321,000 or
11.4% to $81,119,000. Our consumer loan processes, particularly
in indirect lending, deliver the service and support our
customers need in a timely and efficient manner which makes it
easy to do business with us. Commercial loans increased by
$7,046,000 or 17.5% to $47,299,000. Businesses within our market
have expanded and the Corporation expanded its market area
during 1993 by opening a business production office in Newark,
Ohio.



LOAN CONCENTRATION 

Peoples Bancorp does not have a concentration of its loan
portfolio in any one industry. Real estate lending has been and
remains, a significant component of our loan portfolio
representing 60.1% of total loans. Approximately  71.2% of these
real estate loans are one to four family residential loans to
individuals that work within a wide range of businesses within
our immediate market area. The Corporation's largest group of
business loans consist of Automobile Dealer Floor Plans which
totaled $13,782,000 and $10,526,000 at December 31, 1993 and
1992, respectively. It is the Corporation's policy to obtain the
underlying inventory as collateral on these loans. As a matter
of policy, the Corporation does not extend credit to 

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any single borrower or group of borrowers in excess of
$6,889,000, the legal lending limit. Southeastern Ohio has a
diversified industry base without dependence on any one
industry. Management believes that the loan portfolio is
adequately  diversified.



RESERVE FOR POSSIBLE LOAN LOSSES 

The reserve for possible loan losses increased to $6,370,000 or
1.98% of loans from $5,687,000 or 1.95% of loans last year.
During 1993 the Corporation established a new loan review
process. This independent review has improved the depth of the
information on loans and allows quantitative challenging of the
loan loss reserve. This was achieved while the provision for
loan losses, the income statement expense, decreased from
$2,387,000 to $1,592,000. Net chargeoffs of uncollectible loans
decreased from $1,694,000 in 1992 to $909,000 in 1993. Total
non-performing loans decreased from $2,612,000 to $2,350,000.
Overall loan quality, as indicated by the reduction in
non-performing loans to total loans from .90% to .73% and the
reduction in net chargeoffs, has improved.



DEPOSITS 

Total deposits decreased by $15,984,000 to $385,639,000 at
December 31, 1993. Noninterest-bearing deposits remained about
the same as last year while interest-bearing deposits declined.
Large Certificates of Deposits over $100,000 decreased by
$5,367,000, which reduces the Corporation's dependence on
larger, more volatile funds. Lower market interest rates have
caused our depositors to consider other investment options.



OTHER SOURCES OF FUNDS 

The Corporation has increased its long term advances from the
Federal Home Loan Bank (FHLB) from $11,932,000 at December 31,
1992 to $18,251,000 at December 31, 1993. The Corporation also
had $3,000,000 of short term borrowings from FHLB as of December
31, 1993. FHLB provides a reliable source of fixed-rate,
long-term funding that can be matched against fixed-rate real
estate loans.




CAPITAL/STOCKHOLDER'S EQUITY 

Total Stockholders' Equity increased $4,281,000 or 11.1% to
$42,778,000 during 1993. Net income of $5,071,000 was used to
fund $1,510,000 of dividends to Stockholders, a 29.8% dividend
payout ratio. The Corporation also called $1,218,000 of
Convertible Subordinated Debentures in May. Holders elected to
convert the Debentures into stock due to the favorable
conversion ratio. The Corporation purchased 12,316 shares of its
own stock for the treasury for $498,000. The Board of Directors
has, from time to time, authorized management to purchase shares
for the treasury. Treasury shares may be used for future
acquisitions. It is anticipated that additional shares will be
purchased for the treasury. 

Banking regulators have established risk-based capital
guidelines for measuring capital adequacy. The guidelines assign
various levels of risk to each category of assets. Peoples
Bancorp's core risk-based capital was 13.5% at December 31, 1993
compared to 12.8% last year and total risk based capital was
14.7% at December 31, 1993 compared to 14.5% last year. The
regulatory guidelines require minimum core and total risk-based
capital of 4% and 8%. Management expects to maintain capital in
excess of regulatory guidelines.



LIQUIDITY 

Liquidity measures an organization's ability to meet cash
obligations as they come due. The Consolidated Statement of Cash
Flows presented on page 9 of the accompanying financial
statements provides analysis of the Corporation's cash and cash
equivalents. Additionally, Management considers that portion of
the loan portfolio that matures within one year and maturities
within one year in the investment portfolio as part of our
liquid assets. The current liquidity position is adequate to
fund off-balance-sheet commitments. See additional discussion of
off-balance-sheet commitments in Note 7 of the accompanying
financial statements. 

Management believes that the Corporation's liquidity position is
adequate. An Asset and Liability Management Committee meets
periodically to monitor liquidity needs, funding sources and
other issues.



FAIR VALUE ACCOUNTING 

The audited financial statements contain required disclosures to
comply with Financial Accounting Standards Board Statement
Number 107. The disclosures may be found in the footnotes to the
audited financial statements. The fair values of loans and
investments exceed carrying values and the fair value of deposit
liabilities exceeds carrying value. Generally, the carrying
value of all other financial instruments approximate fair value.



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EFFECTS OF INFLATION ON FINANCIAL STATEMENTS 

Substantially all of the Company's assets relate to banking and
are monetary in nature. Therefore, they are not impacted by
inflation to the same degree as companies in capital intensive
industries. During a period of rising prices, a net monetary
asset position results in a loss in purchasing power and
conversely a net monetary liability position results in an
increase in purchasing power. In banks, monetary assets exceed
monetary liabilities, consequently, when prices are increasing,
banks experience a decline in the purchasing power of their net
assets.




RECENTLY ISSUED ACCOUNTING STANDARDS 

The Financial Accounting Standards Board (FASB) has issued
statements during the past year that may have a future impact on
Peoples Bancorp's financial statements. FASB Statement 114,
Accounting By Creditors for Impairment of a Loan requires the
impaired loans be measured based on the present value of
expected future cash flows, the loans observable market price,
or the fair value of the collateral. The Statement applies to
financial statements for fiscal years beginning after December
15, 1994. Management has not determined the financial statement
impact of adoption and does not expect to adopt early. FASB
Statement 115, Accounting for Certain Investments in Debt and
Equity Securities, addresses the accounting and reporting for
investments in equity and debt securities. Investments are to be
classified into three categories: held-to-maturity, trading
securities and available-for-sale securities, which have
separate rules regarding reporting of unrealized gains and
losses. The Statement is effective for fiscal years beginning
after December 15, 1993. The Corporation will adopt FASB 115
January 1, 1994. See footnote 2 to the audited financial
statements for further discussion. FASB Statement 112,
Employers' Accounting for Postemployment Benefits, establishes
accounting standards for benefits provided after termination of
employment, but prior to retirement. Management will adopt FASB
112 January 1, 1994 and expects no significant financial
statement impact. 







INTEREST RATE SENSITIVITY - MATURING OR REPRICING 

The following Interest Rate Sensitivity Table presents Peoples
Bancorp's Interest Rate Sensitivity Position at December 31,
1993:



			
                              At December 31, 1993 (thousands)  	

                        0 - 3 	   4 - 12 		             Over
                        Months 	  Months     1-5 Years 	5 Years 	  Total 

                                                    

Interest earning assets:

Securities:
	Taxable	 	             $6,631   	$10,287   	$44,627   	$17,657   	$79,202
	Tax-exempt	          	 955	      3,130	     14,311   	 5,751	     24,147

     Total		            7,586	    13,417	    58,938	    23,408	    103,349

Federal funds sold			   7,050			                                 	 7,050
Loans net of unearned
  income	               85,212	   103,599	   79,435	    53,429	    321,675

Interest-bearing 
  deposits with banks		 5,898	    100 	 	                        	 5,998

         TOTAL          105,746	  117,116	   138,373	   76,837	    438,072 


Interest-bearing
liabilities:
Deposits				            186,073	  58,733	    95,728		              340,534

Federal funds 
  purchased,
  Federal Home
  Loan Bank advances, 
  and securities 
  sold under 
  agreements to 
  repurchase	          	12,260	                                 			12,260
Other borrowings	    	 	2,080	 	 	                      18,251   	 20,331

      Total		           200,413	  58,733   	 95,728    	18,251    	373,125 

Interest sensitivity	  	$(94,667)	$58,383	   $42,645	   $58,586	   $64,947





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OUTLOOK FOR 1994 

Management has developed a business plan for 1994 that, if
achieved, will result in an increase in net income. Net interest
margin is expected to narrow as interest rates drift up slightly
during the year. Volume of lending activity is expected to
increase and will be funded through growth in deposits.
Alternatives to traditional banking activities will continue to
be pursued. Thirty of our bankers became licensed during the
year to sell fixed-rate annuities and life insurance products.
An alternative to a high-cost, full-service office was started
during 1993 when the Corporation opened a business production
office in rented facilities in Newark, Ohio. 

Developing a cadre of bankers and the systems support needed to
provide our customers with the financial products and services
they want requires a total organizational commitment. Our
bankers are learning through seminars, in-house training,
college courses and specialized training. Five of our associates
have entered a two-year management training program which will
expose them to key operating units within the organization.
During 1993, PC-based Platform Automation Software was
installed. This "smart system" generates the paper work and
allows our bankers to focus on the customer. 

Peoples Bancorp looks anxiously into the future. Our bankers
realize that our future depends on our ability to provide
products and services that the customer wants. Through training,
teamwork and a customer-oriented mindset, our bankers are
re-thinking the way we do business.



COMPARISON OF 1992 TO 1991 

Net income for the year ended December 31, 1992 was $4,550,000,
an increase of nearly 26% over 1991. Net interest income
increased $2,841,000 to $19,821,000 for 1992. The average yield
on interest-earning assets decreased by one percent from 10.1%
to 9.1% while the rates paid on interest-bearing liabilities
decreased 1.4% from 5.6% to 4.2%. Investment securities declined
less than other asset categories because of Peoples Bancorp's
philosophy of buying investments that mature gradually over
time. Other income increased by nearly $600,000 over 1991.
Income from fiduciary activities, the largest source of other
income, increased to $1,342,000, while service charge income
increased by over $100,000. Other expenses were up by nearly
$1.4 Million to $14,945,000 for 1992. Salaries and benefits
increased by $513,000 to $6,991,000 as the Corporation added a
location in Middleport, Ohio and The Plains, Ohio office
completed its first full year of operation. 

Total assets increased by over $44 Million during 1992. This
10.4% increase to $468,562,000 was the result of two
acquisitions and growth within our market. Real Estate Mortgage
lending was very active during 1992. Commercial loan balances
declined by 5.4% during 1992 as economic growth was weak. The
reserve for possible loan losses increased from 1.54% to 1.95%
of loans at December 31, 1992. The increase was necessary due to
the uncertainty of loans purchased from the Resolution Trust
Company. Non-performing loans fell from 1.4% of total loans at
December 31, 1991 to 0.9% at December 31, 1992. Numerous
improvements were made to facilities, particularly Nelsonville,
Ohio; Middleport, Ohio and building a replacement for a drive-up
facility in downtown Marietta, Ohio. Deposits increased by
$26,596,000 or 7.1% during 1992. The majority of this growth was
through acquisitions. Term debt increased to $15,506,000 as the
Corporation elected to borrow $11,932,000 of long-term,
fixed-rate funds from the Federal Home Loan Bank to offset the
increase in fixed-rate mortgage lending. Peoples Bancorp's core
risk-based capital increased from 11.5% at December 31, 1991 to
12.8% at December 31, 1992. Total risk-based capital decreased
slightly from 14.6% to 14.5% over the period.


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