Item 4.  Changes in Registrant's Certifying Accountant		

	At a meeting held on April 4, 1995, the Board of Directors of
Peoples Bancorp Inc. (the "Company") approved the engagement of
Ernst & Young LLP as its independent accountants for periods
ending after January 1, 1995.  At the same meeting, the firm of
Coopers & Lybrand L.L.P., which had served as the independent
accountants for the Company with respect to periods prior to and
up until December 31, 1994, was dismissed.  The decision to
change accountants was recommended by the Audit Committee of the
Board of Directors of the Company and approved by the Board of
Directors of the Company.

	The reports of Coopers & Lybrand L.L.P. on the Company's
financial statements for the years ended December 31, 1994 and
1993, did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope, or accounting principles, except for an explanatory
paragraph regarding the Company's change in accounting for
investment securities in 1994 and changes in accounting for
postretirement benefits other than pensions and income taxes in
1993.

	In connection with the audits of the Company's financial
statements for the years ended December 31, 1994, and during the
subsequent interim period prior to April 4, 1995, there were no
disagreements with Coopers & Lybrand L.L.P. on any matters of
accounting principles or practices, financial statement
disclosure, or auditing scope and procedures which, if not
resolved to the satisfaction of Coopers & Lybrand L.L.P., would
have caused Coopers & Lybrand L.L.P. to make reference to the
matter in the report.

	Coopers & Lybrand L.L.P. has furnished the Company a letter
addressed to the Securities and Exchange Commission (the
"Commission") stating that Coopers & Lybrand L.L.P. agrees with
the above statements.  The Company has filed the letter to the
Commission as Exhibit 16 to this report on Form 8-K.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.

DATE:  April 11, 1995					PEOPLES BANCORP INC.
                   							Registrant

                   							By:	/s/  ROBERT E. EVANS
                  								Robert E. Evans
                  								President and Chief Executive Officer