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 *
YAZOMBEK JOSEPH S
 2. Issuer Name and Ticker or Trading Symbol
PEOPLES BANCORP INC [PEBO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Vice President
(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 224 (1) A $ 26.04 26,689 D  
Common Stock 04/01/2008   J 55 (1) A $ 24.55 27,130 D  
Common Stock 07/01/2008   J 70 (1) A $ 20.46 27,200 D  
Common Stock 10/01/2008   J 65 (1) A $ 22.262 27,265 D  
Common Stock 12/31/2008   J 663 (2) A $ 0 15,149 I 401(k) Plan

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
Incentive Stock Option (right to buy) $ 13.577           04/27/2003(3) 04/27/2010 Common Stock
3,812
  3,812
D
 
Incentive Stock Option (right to buy) $ 14.919           04/01/2002(3) 04/01/2009 Common Stock
7,687
  7,687
D
 
Incentive Stock Option (right to buy) $ 23.59           05/09/2005 05/09/2012 Common Stock
1,928
  1,928
D
 
Incentive Stock Option (right to buy) $ 28.25           02/09/2009 02/09/2016 Common Stock
2,388
  2,388
D
 
Non-Qualified Stock Option (right to buy) $ 22.324           12/29/2005 03/27/2013 Common Stock
6,679
  6,679
D
 
Non-Qualified Stock Option (right to buy) $ 23.59           05/09/2005 05/09/2012 Common Stock
2,947
  2,947
D
 
Non-Qualified Stock Option (right to buy) $ 27.38           12/09/2005 02/10/2015 Common Stock
2,430
  2,430
D
 
Stock Appreciation Rights $ 23.77           02/20/2010 02/20/2018 Common Stock
1,663
  1,663
D
 
Stock Appreciation Rights $ 29.25           02/13/2010 02/13/2017 Common Stock
1,444
  1,444
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
YAZOMBEK JOSEPH S
138 PUTNAM STREET
P.O. BOX 738
MARIETTA, OH 45750		       Executive Vice President  

Signatures

By: Edward G. Sloane For: Joseph S. Yazombek 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) Contribution to 401(k) plan.
(3) 25% annual vesting beginning 3 years after date of grant.

Note: File three copies of this Form, one of which must be manually signed. If space provided is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.