UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Peoples Bancorp Inc.
--------------------
(Name of Issuer)
Common Stock
------------------------------
(Title of Class of Securities)
709789101
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(CUSIP Number)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1 (b)
[ ] Rule 13d-1 (c)
[ ] Rule 13d-1 (d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SEC 1745 (292)
CUSIP No. 709789 10 1 13G
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Peoples Bank, National Association 31-1278433
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A (a) ___
(b) ___
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY 451,356 Shares*
OWNED BY
EACH REPORTING 6. SHARED VOTING POWER
PERSON WITH
735,769 Shares*
7. SOLE DISPOSITIVE POWER
358,150 Shares*
8. SHARED DISPOSITIVE POWER
828,975 Shares*
*The reporting person, and the officers and directors
of the reporting person, disclaim beneficial ownership
of all of these shares.
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,187,125
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.2%
12. TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS
Item 1(a). Name of Issuer.
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Peoples Bancorp Inc.
Item 1 (b). Address of Issuer's Principal Executive Offices.
----------- ------------------------------------------------
P.O. Box 738
Marietta, Ohio 45750
Item 2(a). Name of Person Filing.
---------- ----------------------
Peoples Bank, National Association
Item 2(b). Address of Principal Business Office or, if none, Residence.
---------- ------------------------------------------------------------
P.O. Box 738
Marietta, Ohio 45750
Item 2(c). Citizenship.
---------- --------------
USA
Item 2(d). Title of Class of Securities.
---------- -----------------------------
Common Stock
Item 2(e). CUSIP Number.
---------- ---------------
709789 10 1
Item 3.
------- The reporting person is a bank as defined in section 3(a) (6)
of the Act (15 U.S.C. 78c).
Item 4. Ownership.
------- ----------
(a) Amount beneficially owned: 1,187,125
(b) Percent of Class: 11.2%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
451,356
(ii) Shared power to vote or to direct the vote:
735,769
(iii) Sole power to dispose or to direct the
disposition of:
358,150
(iv) Shared power to dispose or to direct the
disposition of:
828,975
(1) The reporting person, and the officers and directors of the
reporting person, disclaim beneficial ownership of these
shares.
(2) Based upon a total of 10,573,969 issued and outstanding
shares.
Item 5. Ownership of 5% or Less of a Class.
------- -----------------------------------
Not Applicable.
Item 6. Ownership of More than 5% on Behalf of Another Person.
------- ------------------------------------------------------
Certain of the trusts in which shares of the issuer are
invested and for which the reporting person is Trustee provide
for the grantor and/or beneficiaries to share in the direction
of the dividends and proceeds from the sale of issuer
securities. No individual trust holds more than 5% of the total
issued and outstanding shares of the issuer.
Item 7. Identification and Classification of the Subsidiary, Which
------- Acquired the Security Being Reported on by the Parent Holding
Company.
-------------------------------------------------------------
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
------- ----------------------------------------------------------
Not Applicable.
Item 9. Notice of Dissolution of Group.
------- -------------------------------
Not Applicable.
Item 10. Certification.
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By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are
held in the ordinary course of business and were not acquired
and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the
securities and were not acquired in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Peoples Bank, National Association
By:/s/ DAVID T. WESEL
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Print Name: David T. Wesel
------------------------------------
Its: Executive Vice President
Dated: As of February 7, 2006