EXHIBIT 5
                            				  and
                      			     EXHIBIT 23(b)


VORYS, SATER, SEYMOUR AND PEASE
52 East Gay Street, Post Office Box 1008
Columbus, Ohio  43216-1008



May 23, 1995


Board of Directors
Peoples Bancorp Inc.
138 Putnam Street
P. O. Box 738
Marietta, Ohio  45750-0738

Gentlemen and Ladies:

	We are familiar with the proceedings taken and proposed to be
taken by Peoples Bancorp Inc., an Ohio corporation (the
"Company"), in connection with the institution of the Peoples
Bancorp Inc. 1995 Stock Option Plan (the "1995 Plan"), the
granting of options to purchase common shares, without par value
(the "Common Shares"), of the Company pursuant to the 1995 Plan
and the issuance and sale of Common Shares of the Company upon
the exercise of options granted and to be granted under the 1995
Plan, as described in the Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities
and Exchange Commission on May 24, 1995.  The purpose of the
Registration Statement is to register 100,000 Common Shares
reserved for issuance under the 1995 Plan pursuant to the
provisions of the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

	In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without
independent verification or investigation:  (a) the Registration
Statement; (b) the 1995 Plan; (c) the Company's Amended Articles
of Incorporation; (d) the Company's Regulations; and (e) certain
proceedings of the directors and of the shareholders of the
Company.  We have also relied upon such representations of the
Company and officers of the Company and such authorities of law
as we have deemed relevant as a basis for this opinion.
	
	We have relied solely upon the examinations and inquiries
recited herein, and we have not undertaken any independent
investigation to determine the existence or absence of any
facts, and no inference as to our knowledge concerning such
facts should be drawn.

	Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date
hereof, we are of the opinion that:
	
	1.  When options for the purchase of not more than 100,000
Common Shares have been granted to eligible employees and
directors of the Company and its subsidiaries in accordance with
the terms of the 1995 Plan, such options will be legally
constituted and binding obligations of the Company in accordance
with their terms.

	2.  After the 100,000 Common Shares of the Company to be
registered under the Registration Statement have been issued and
delivered by the Company upon the exercise of options under the
1995 Plan against payment of the purchase price therefor, in
accordance with the terms of the 1995 Plan, said Common Shares
will be validly issued, fully paid and non-assessable, assuming
compliance with applicable federal and state securities laws.

	Our opinion is limited to the General Corporation Law of Ohio
in effect as of the date hereof.  This opinion is furnished
solely for the benefit of the Company in connection with the
offering of the Common Shares pursuant to the 1995 Plan and the
filing of the Registration Statement and any amendments thereto.
 This opinion may not be relied upon by any other person or
assigned, quoted or otherwise used without our specific written
consent.
	
	Notwithstanding the foregoing, we consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
reference to us therein.

	
                               				  Very truly yours,

                               				  /s/ VORYS, SATER, SEYMOUR AND PEASE
                               				  VORYS, SATER, SEYMOUR AND PEASE