SECURITIES AND EXCHANGE COMMISSION

                     Washington, D.C.  20549

                            FORM 8-A

        FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
             PURSUANT TO SECTION 12(b) OR (g) OF THE
                 SECURITIES EXCHANGE ACT OF 1934



                      Peoples Bancorp, Inc.
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     (Exact name of registrant as specified in its charter)



Delaware                                        To Be Applied For
- -----------------------------------------------------------------
(State of incorporation or organization)      (I.R.S. Employer
                                              Identification No.)


134 Franklin Corner Road, Lawrenceille, New Jersey          08648
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(Address of principal executive offices)               (Zip Code)


Securities to be registered pursuant to Section 12(b) of the Act.


             None                              N/A
        (Title of Class)          (Name of each exchange on which
                                  each class is to be registered)

Securities to be registered pursuant to Section 12(g) of the Act:


              Common Stock par value $0.01 per share
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                        (Title of Class)



Item 1.  Description of Registrant's Securities to be Registered.

     For a description of the Registrant's securities, reference
is made to "Description of Capital Stock of the Company",
"Dividend Policy" and "Market for Common Stock" in the
Registrant's Prospectus filed pursuant to the Rule 424(b)(3) of
the Securities Act of 1933 (File No. 333-42889) which is hereby
incorporated by reference.  For a description of the provisions
of the Registrant's Certificate of Incorporation and Bylaws that
may render a change in control of the Registrant more difficult,
reference is made to "Restrictions on Acquisition of the Company
and the Bank" in the Registrant's Prospectus referenced above.


Item 2.  Exhibits.

     1.   Pre-Effective Amendment No. 2 to Registration Statement
on Form S-1 (Registration Number 333-42889) dated February 5,
1998 is hereby incorporated by reference.

     2.   Prospectus filed pursuant to Rule 424(b)(3) of the
Securities Act of 1933 (File No. 333-42889) filed February 25,
1998 is hereby incorporated by reference.

     3.   Certificate of Incorporation (incorporated by reference
to Exhibit 3.1 of the Registration Statement on Form S-1 as filed
on December 22, 1997) 

     4.   Bylaws (incorporated by reference to Exhibit 3.2 of the
Registration Statement on Form S-1 as filed on December 22, 1997) 
 
     5.   Specimen Stock Certificate (incorporated by reference
to Exhibit 4 of the Registration Statement on Form S-1 as filed
on December 22, 1997) 



                            SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.


                              PEOPLES BANCORP, INC.



Date:   March 26, 1998        By:  \s\ Wendell T. Breithaupt
                                   ------------------------------
                                   Wendell t. Breithaupt
                                   President and Chief Executive
                                    Officer