EXHIBIT 99       

     	       PEOPLES BANCORP INC. ANNUAL REPORT ON FORM 10-K
            		   FOR FISCAL YEAR ENDED DECEMBER 31, 1996



To the Stockholders and Board of Directors of Peoples Bancorp Inc.

  We have audited the accompanying consolidated statements income,
stockholder's equity, and cash flows of Peoples Bancorp Inc. and
Subsidiaries for the year ended December 31, 1994.  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 audit.

  We conducted our audit 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 audit provides a reasonable basis for our opinion.

  In our opinion, the financial statements referred to above
present fairly, in all material respects, the consolidated
results of operations and cash flows of Peoples Bancorp Inc. and
Subsidiaries for the year ended December  31, 1994 in conformity
with generally accepted accounting principles.

  As discussed in Note 3 to the consolidated financial statements,
the Corporation changed its method of accounting for investment
securities in 1994.  


                       				    /s/  COOPERS & LYBRAND L.L.P.
                       				    Coopers & Lybrand L.L.P.


Columbus, Ohio
January 26, 1995