Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
DIMIT WILFORD D
 2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP INC [PEBO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)

138 PUTNAM STREET, P.O. BOX 738		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008
(Street)


MARIETTA, OH 45750		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(check applicable line)

_X_ Form Filed by One Reporting Person
___ Form Filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 01/02/2008   J 444 (1) A $ 26.04 53,154 D  
Common Stock 04/01/2008   J 483 (1) A $ 24.55 54,667 D  
Common Stock 07/01/2008   J 611 (1) A $ 20.46 55,278 D  
Common Stock 07/01/2008   J 3 (1) A $ 20.46 55,281 D  
Common Stock 10/01/2008   J 570 (1) A $ 22.262 55,851 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Deferred Compensation             08/08/1988(2)   (2) Common Stock
24,621
  24,621
D
 
Non-Qualified Stock Option (right to buy) $ 13.483           04/13/2000 04/13/2010 Common Stock
1,730
  1,730
D
 
Non-Qualified Stock Option (right to buy) $ 15.45           10/15/1999 04/15/2009 Common Stock
836
  836
D
 
Non-Qualified Stock Option (right to buy) $ 21.705           04/10/2004 04/10/2013 Common Stock
1,155
  1,155
D
 
Non-Qualified Stock Option (right to buy) $ 24.533           04/11/2003 04/11/2012 Common Stock
1,155
  1,155
D
 
Non-Qualified Stock Option (right to buy) $ 26.01           04/14/2006 04/14/2015 Common Stock
1,155
  1,155
D
 
Non-Qualified Stock Option (right to buy) $ 27.511           04/08/2005 04/08/2014 Common Stock
1,155
  1,155
D
 
Non-Qualified Stock Option (right to buy) $ 29.12           11/11/2006 05/11/2016 Common Stock
1,200
  1,200
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIMIT WILFORD D
138 PUTNAM STREET
P.O. BOX 738
MARIETTA, OH 45750		   X      

Signatures

By: Edward G. Sloane For: Wilford D. Dimit 02/17/2009
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Shares received as a result of participation in the Dividend Reinvestment Program.
(2) Shares are only payable subsequent to termination of service pursuant to the terms and conditions of the Peoples Bancorp Inc. Deferred Compensation Plan for Directors of Peoples Bancorp Inc. and Subsidiaries.

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