Exhibit 8.3



                             {LETTERHEAD OF FINPRO]


December 19, 1997

Board of Directors
Trenton Savings Bank
134 Franklin Corner Road
Lawrenceville, NJ  08648


Dear Board Members:

All  capitalized  terms not  otherwise  defined in this letter have the meanings
given  such  terms  in  the  Plan  of  Conversion  and  Agreement  and  Plan  of
Reorganization (the "Plan") adopted by the Board of Directors of Trenton Savings
Bank (the "Bank") and Peoples Bancorp,  M.H.C. (the "MHC"), whereby the Bank and
the MHC will  reorganize  into the  stock  holding  company  structure  form  of
organization,   and   issue   shares  of   Common   Stock  of  a  newly   formed
Delaware-chartered  holding company,  Peoples Bancorp, Inc. (the "Company") in a
Subscription and Community Offering.

We understand that in accordance with the Plan,  Subscription Rights to purchase
shares of the  Company's  Common Stock are to be issued to (i) Eligible  Account
Holders;  (ii) the ESOP; (iii) Supplemental  Eligible Account Holders;  and (iv)
Other Members, collectively referred to as the "Recipients". Based solely on our
observation  that the  Subscription  Rights will be available to such Recipients
without cost, will be legally  non-transferable and of short duration,  and will
afford the Recipients  the right only to purchase  shares of Common Stock at the
same  price as will be paid by  members of the  general  public in the  Selected
Community  Offering,  but without  undertaking any independent  investigation of
state or federal  law or the  position  of the  Internal  Revenue  Service  with
respect to this issue, we are of the opinion that:

     (1)  the Subscription Rights will have no ascertainable market value; and

     (2)  The price at which the Subscription Rights are exercisable will not be
          more or less  than  the pro  forma  market  value of the  shares  upon
          issuance.

Changes  in the local and  national  economy,  the  legislative  and  regulatory
environment,  the stock market,  interest rates, and other external forces (such
as natural  disasters or significant  world events) may occur from time to time,
often with great  unpredictability and may materially impact the value of thrift
stocks as a whole or the Bank's value alone.  Accordingly,  no assurance  can be
given that persons who  subscribe to shares of Common Stock in the offering will
thereafter  be able to buy or sell  such  shares at the same  price  paid in the
Subscription Offering.


                                              Very Truly Yours,

                                              FinPro, Inc.


                                              /s/  Donald J. Musso
                                              -----------------------------
                                                   Donald J. Musso
                                                   President