UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2004
                                                  -----------------


                              PEOPLES BANCORP INC.
    -----------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)


        Ohio                         0-16772               31-0987416
----------------------------    ----------------    -----------------------
(State or other jurisdiction    (Commission File    (I.R.S. Employer
    of incorporation)                Number)         Identification Number)


          138 Putnam Street, PO Box 738
                  Marietta, Ohio                   45750-0738
    ----------------------------------------       ----------
    (Address of principal executive offices)       (Zip Code)


Registrant's telephone number, including area code: (740) 373-3155
                                                    --------------

                             Not applicable
      -------------------------------------------------------------
      (Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[  ]  Written communications pursuant to Rule 425 under the 
      Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the 
      Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the 
      Exchange Act (17 CFR 240.13e-4(c))



                           Index to Exhibits on Page 4





Section 8 - Other Events
      Item 8.01  Other Events.
                  On November 10, 2004 Peoples Bancorp's Board of Directors
         issued a news release declaring a cash dividend to shareholders of
         record. A copy of the news release is attached as Exhibit 99 to this
         Current Report on Form 8-K.


Section 9 - Financial Statements and Exhibits
      Item 9.01  Financial Statements and Exhibits
              a) Financial statements of businesses acquired No response
                 required.
              b) Pro forma financial information No response required.
              c) Exhibits


Exhibit Number         Description                                   
--------------         -------------------------------------------
   99                  News Release issued by Peoples Bancorp Inc.
                       on November 10, 2004
                





                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                     PEOPLES BANCORP INC.



Date:  November 10, 2004     By: /s/ MARK F. BRADLEY   
                                     -------------------------------------
                                     Mark F. Bradley
                                     President and Chief Operating Officer



Exhibit Number         Description
--------------         -------------------------------------------
   99                  News Release issued by Peoples Bancorp Inc.
                       on November 10, 2004