Exhibit 3(a)(3)
                        ---------------


                   Certificate of Amendment to
                     the Amended Articles of 
                    Incorporation of Peoples
                   Bancorp Inc. as filed with
                   the Ohio Secretary of State
                        on April 9, 1996



                           CERTIFICATE
                               OF
       AMENDMENT TO THE AMENDED ARTICLES OF INCORPORATION
                               OF
                       PEOPLES BANCORP INC.

The undersigned hereby certify that they are the duly elected,
qualified and acting President and Secretary, respectively, of
Peoples Bancorp Inc., an Ohio corporation (the "Company"); that
the Annual Meeting of the Shareholders (the "Annual Meeting") of
the Company was duly called and held on April 9, 1996, at which
Annual Meeting a quorum of shareholders of the Company was at
all times present in person or by proxy; that the directors of
the Company unanimously approved and recommended to the
shareholders the approval of an amendment to Article FOURTH of
the Company's Amended Articles of Incorporation in order to
increase the authorized number of shares of the Company to
12,000,000 shares, all of which will be common shares, without
par value; and that the resolution attached hereto as Annex 1
and incorporated herein by this reference was duly adopted by
the shareholders of the Company at the Annual Meeting by the
affirmative vote of the holders of shares entitling them to
exercise at least a majority of the voting power of the Company
entitled to vote thereon in accordance with Article SEVENTH of
the Amended Articles of Incorporation of the Company.

IN WITNESS WHEREOF, the undersigned President and Secretary of
Peoples Bancorp Inc., acting for and on behalf of said
corporation, have hereunto set their hands this 9th day of
April, 1996.


/s/ Robert E. Evans                 
- --------------------------
Robert E. Evans, President


/s/ Ruth I. Otto                    
- --------------------------
Ruth I. Otto, Secretary



                             Annex 1
                             -------

  RESOLVED, that Article FOURTH of the Corporation's Amended
Articles of Incorporation be amended to increase the authorized
number of shares from 6,000,000 to 12,000,000, all of which will
be common shares, without par value.