FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549

(Mark One)

  [X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2003
                                                 -------------
                                       OR

  [ ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
         OF THE SECURITIES EXCHANGE ACT OF 1934


         For the transition period from ____________ to _______________

                           Commission File No. 0-25217
                                               -------
                             PEOPLES BANKCORP, INC.
-------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

         New York                                             16-1560886
-------------------------------------------------------------------------------
(State or other jurisdiction of                               (I.R.S. Employer
incorporation or organization)                            Identification Number)

825 State Street, Ogdensburg, New York                           13669
-------------------------------------------------------------------------------
(Address of principal                                         (Zip Code)
executive office)

         Issuer's telephone number, including area code: (315) 393-4340

Check whether the issuer (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports) and (2)
has been subject to such filing requirements for the past 90 days.

Yes  [X]                                               No   [ ]

As of August 13, 2003, the latest practicable date, 134,035 shares of the
registrant's common stock, $.01 par value per share, were issued and
outstanding.

Transitional small business disclosure format (check one):

Yes  [X]                                               No   [ ]

<PAGE>

                          PART I. FINANCIAL STATEMENTS

Item 1. Financial Statements

        Consolidated  Statements  of  Financial  Condition as of
         June 30, 2003 (unaudited) and December 31, 2002...................... 3

        Consolidated Statements of Income for the Three and
         Six Ended June 30, 2003 (unaudited) and
         June 30, 2002 (unaudited)............................................ 4

        Consolidated  Statements of Cash Flows for the Six Months
         Ended June 30, 2003 (unaudited) and June 30, 2002
         (unaudited).......................................................... 5

        Notes to Unaudited Consolidated Financial Statements.................. 7


Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations.................................. 8

Item 3. Controls and Procedures...............................................10


                           PART II. OTHER INFORMATION

Item 1.           Legal Proceedings...........................................11
Item 2.           Changes in Securities and Use of Proceeds...................11
Item 3.           Defaults Upon Senior Securities.............................11
Item 4.           Submission of Matters to a Vote of Security Holders.........11
Item 5.           Other Information...........................................11
Item 6.           Exhibits and Reports on Form 8-K............................11


                                   SIGNATURES


                                       2
<PAGE>
                          PART I. FINANCIAL STATEMENTS

                             PEOPLES BANKCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       JUNE 30, 2003 AND DECEMBER 31, 2002
                  (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>

                                                                          June 30,               December 31,
                                                                            2003                     2002
                                                                        -------------            -------------
                                               ASSETS                   (Unaudited)
<S>                                                                            <C>                   <C>

Cash and Cash Equivalents:
    Cash and due from banks                                             $    9,042               $   2,652
    Interest-bearing deposits with other banks                                 516                   1,739
                                                                        ----------               ---------
         Total Cash and Cash Equivalents                                     9,558                   4,391

Securities available-for-sale -- at fair value                               2,900                   6,051
Securities held-to-maturity (fair value of  $14 at (unaudited)
    June 30, 2003 and $877 at December 31, 2002)                                14                     865
Loans, net of deferred fees                                                 16,104                  17,070
Less - allowance for loan losses                                               380                     380
                                                                        ----------               ---------
         Net Loans                                                          15,724                  16,690

Premises and equipment, net                                                    382                     394
Federal Home Loan Bank stock, at cost - required by law                        167                     184
Accrued interest receivable                                                     98                     154
Other assets                                                                     2                      39
                                                                        ----------               ---------
TOTAL ASSETS                                                            $   28,845               $  28,768
                                                                        ==========               =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand accounts - non-interest bearing                              $    1,033               $     801
    Savings and club accounts - interest bearing                             3,364                   3,148
    Time certificates - interest bearing                                    17,199                  17,914
    NOW and money market accounts - interest bearing                         2,881                   2,553
                                                                        ----------               ---------
         Total Deposits                                                     24,477                  24,416
                                                                        ----------               ---------

Borrowed money                                                               1,000                   1,000
Advance payments by borrowers for property taxes and insurance                   3                       3
Other liabilities                                                              208                     121
                                                                        ----------               ---------
         Total Liabilities                                                  25,688                  25,540
                                                                        ----------               ---------

Commitments and contingencies

Stockholders' Equity:
  Preferred stock $.01 par value per share, 500,000 shares
    authorized, no shares issued or outstanding                                 --                      --
  Common stock of $.01 par value, 3,000,000 shares
    authorized, 134,035 issued and 134,035 shares
    outstanding at June 30, 2003 and December 31, 2002                           1                       1
  Additional paid-in capital                                                 1,048                   1,041
  Retained earnings - substantially restricted                               2,173                   2,206
  Accumulated other comprehensive income                                        48                      93
  Loan to Employee Stock Ownership Plan                                        (65)                    (65)
  Common stock in treasury, at cost (3,470 shares at
    June 30, 2003 and 3,470 shares December 31, 2002)                          (48)                    (48)
                                                                        ----------               ---------
         Total Stockholders' Equity                                          3,157                   3,228
                                                                        ----------               ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   28,845               $  28,768
                                                                        ==========               =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                             PEOPLES BANKCORP, INC.
                   UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
       FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                  (Dollars in thousands, except per share data)

<TABLE>
<CAPTION>
                                                           Three Months Ended                Six Months Ended
                                                                  June 30,                        June 30,
                                                     -------------------------------    ----------------------------
                                                       2003              2002             2003              2002
                                                     --------          --------         --------          --------
                                                                             (Unaudited)
<S>                                                         <C>              <C>              <C>               <C>
Interest income:
  Loans                                              $     289         $     342        $     598         $     703
  Securities                                                36               131              105               251
  Other short-term investments                              21                 6               35                14
                                                     ---------         ---------        ---------         ---------
         Total interest income                             346               479              738               968
                                                     ---------         ---------        ---------         ---------

Interest expense:
  Deposits                                                 152               218              315               456
  Borrowings                                                 8                 8               16                17
                                                     ---------         ---------        ---------         ---------
         Total interest expense                            160               226              331               473
                                                     ---------         ---------        ---------         ---------

         Net interest income                               186               253              407               495

Provision for loan losses                                    4                12                6                21
                                                     ---------         ---------        ---------         ---------

         Net interest income after provision
              for loan losses                              182               241              401               474
                                                     ---------         ---------        ---------         ---------

Non-interest income:
  Gain on sale of available for sale securities             --                --               --                11
  Service charges                                            5                 6                9                13
  Other                                                      5                 9               13                13
                                                     ---------         ---------        ---------         ---------
         Total non-interest income                          10                15               22                37
                                                     ---------         ---------        ---------         ---------

Non-interest expense:
  Salaries and employee benefits                            96                86              193               171
  Director fees                                             20                23               41                41
  Building, occupancy and equipment                         20                16               38                32
  Data processing                                           12                11               24                22
  Postage and supplies                                       6                 9               11                14
  Deposit insurance premium                                  1                 1                3                 2
  Insurance                                                  4                 3                8                 6
  Other                                                     91                43              144                65
                                                     ---------         ---------        ---------         ---------
         Total non-interest expense                        250               192              462               353
                                                     ---------         ---------        ---------         ---------

         Income before income tax expense                  (58)               64              (39)              158

Income tax expense                                          (9)               37               (6)               62
                                                     ---------         ---------        ---------         ---------

         Net income                                  $     (49)        $      27        $     (33)        $      96
                                                     =========         =========        =========         =========

Earnings per share
  Basic                                              $    (.36)        $    .22         $    (.24)        $    .77
  Diluted                                            $    (.35)        $    .21         $    (.23)             .73
  Weighted average shares outstanding                                       132                                132

See accompanying notes to consolidated financial statements.

</TABLE>

                                       4
<PAGE>
                             PEOPLES BANKCORP, INC.
                 UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                                     Six Months Ended
                                                                                         June 30,
                                                                                -------------------------
                                                                                  2003             2002
                                                                                --------         --------
                                                                                        (Unaudited)
Cash flows from operating activities:
  <S>                                                                               <C>                 <C>
  Net income                                                                    $    (33)        $      96
  Adjustment to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                    12                11
     Decrease (increase) in accrued interest receivable                               56               (23)
     Provision for loan losses                                                         6                21
     Net amortization (accretion) of premium/discounts                               (17)              (18)
     Increase in other liabilities                                                    94               138
     (Increase) Decrease in other assets                                              37                (2)
                                                                                --------         ---------
         Net cash provided by operating activities                                   155               223
                                                                                --------         ---------

Cash flows from investing activities:
  Net decrease in loans                                                              960             1,284
  Purchases of securities available-for-sale                                          --            (3,250)
  Proceeds from maturities and principal reductions
    of securities available-for-sale                                               3,123             1,376
  Purchases of securities held-to-maturity                                            --              (600)
  Proceeds from maturities and principal reductions
    of securities held-to-maturity                                                   851             1,255
  (Purchase) Sale of FHLB stock                                                       17               (21)
  Purchase of fixed assets                                                                              --
  Sale of foreclosed real estate                                                      --                76
                                                                                --------         ---------
         Net cash provided (used) by investing activities                          4,951               120
                                                                                --------         ---------

Cash flows from financing activities:
  Increase in deposits                                                                61               254
  Borrowings from FHLB                                                                --                --
  Repayments to FHLB                                                                  --                --
  Loan payment received from Employee Stock Ownership Plan                            --                --
  Decrease in advance payments from borrowers for property
      taxes and insurance                                                             --                --
  Cash dividends paid on common stock                                                 --                --
  Payments to acquire treasury stock                                                  --               (10)
  Issuance of common stock upon exercise of options                                   --                16
                                                                                --------         ---------
         Net cash provided by financing activities                                    61               260
                                                                                --------         ---------

Net increase in cash and cash equivalents                                          5,167               603
Cash and cash equivalents at beginning of period                                   4,391             2,048
                                                                                --------         ---------
Cash and cash equivalents at end of period                                      $  9,558         $   2,651
                                                                                ========         =========

                                                                                                     (continued)
</TABLE>
                                       5
<PAGE>
                             PEOPLES BANKCORP, INC.
           UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002
                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                                                     Six Months Ended
                                                                                         June 30,
                                                                                -------------------------
                                                                                  2003             2002
                                                                                --------         --------
                                                                                      (Unaudted)
<S>                                                                                  <C>            <C>
Supplemental Disclosure of Cash Flow Information:
  Non-cash investing activities:
     Loans transferred to real estate owned through foreclosure                 $     --         $      70
     Additions to real estate owned                                                   --                --
     Treasury stock utilized for MRP                                                  --                --

  Cash paid during the period for:
     Interest                                                                        331               473
     Income taxes                                                                     --                69
                                                                                ========         =========


</TABLE>
                                       6

<PAGE>
                             PEOPLES BANKCORP, INC.
              NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
            For the six months ended June 30, 2003 and June 30, 2002


NOTE 1 - PEOPLES BANKCORP, INC.
-------------------------------

Peoples  Bankcorp,  Inc. (the "Company") was incorporated  under the laws of the
State of New York for the purpose of becoming the holding  company of Ogdensburg
Federal Savings and Loan Association (the  "Association") in connection with the
Association's  conversion  from a federally  chartered  mutual  savings and loan
association to a federally chartered capital stock savings and loan association.
On November  22,  1998,  the Company  commenced a  subscription  offering of its
shares in connection with the Association's  conversion.  The Company's offering
and the Association's conversion closed on December 28, 1998. A total of 134,390
shares were sold at $10.00 per share.

NOTE 2 - BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION
--------------------------------------------------------------

The accompanying unaudited financial statements have been prepared in accordance
with the  instructions  to Form  10-QSB and on the same  basis as the  Company's
audited  financial  statements.  In the opinion of management,  all adjustments,
consisting  of normal  recurring  accruals,  necessary  to  present  fairly  the
financial  position,  results  of  operations,  and cash  flows for the  interim
periods presented have been included. The results of operations for such interim
periods are not  necessarily  indicative  of the results  expected  for the full
year.

NOTE 3 - PLAN OF CONVERSION
---------------------------

On July 23, 1998, the Association's  Board of Directors formally approved a plan
("Plan")  to  convert  from  a  federally  chartered  mutual  savings  and  loan
association to a federally  chartered stock savings and loan association subject
to approval by the Association's  members and the Office of Thrift  Supervision.
The Plan called for the common stock of the  Association  to be purchased by the
Company and the common stock of the Company to be offered to various  parties in
a subscription  offering at a price based upon an  independent  appraisal of the
Association.  All requisite  approvals  were obtained and the conversion and the
Company's offering were consummated effective December 28, 1998.

Upon consummation of the conversion,  the Association  established a liquidation
account in an amount equal to its  retained  earnings as reflected in the latest
statement of financial  condition used in the final conversion  prospectus.  The
liquidation  account will be maintained for the benefit of certain depositors of
the  Association  who  continue  to  maintain  their  deposit  accounts  in  the
Association  after  conversion.  In the event of a complete  liquidation  of the
Association, such depositors will be entitled to receive a distribution from the
liquidation  account  before  any  liquidation  may be made with  respect to the
common stock.


                                       7
<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


The Company's assets consist  primarily of its ownership of the Association.  As
such, the following discussion relates primarily to the Association's  financial
condition and results of  operations.  The  Association's  results of operations
depend  primarily  on net  interest  income,  which  is  determined  by (i)  the
difference between rates of interest it earns on its interest-earning assets and
the rates it pays on interest-bearing  liabilities  (interest rate spread),  and
(ii) the  relative  amounts  of  interest-earning  assets  and  interest-bearing
liabilities.

The  Association's  results of  operations  are also  affected  by  non-interest
expense, including primarily compensation and employee benefits, federal deposit
insurance  premiums and office  occupancy costs.  The  Association's  results of
operations  also  are  affected   significantly  by  general  and  economic  and
competitive   conditions,   particularly   changes  in  market  interest  rates,
government  policies  and actions of  regulatory  authorities,  all of which are
beyond its control.

FORWARD-LOOKING STATEMENTS

In addition to historical information contained herein, the following discussion
contains  forward-looking  statements  that  involve  risks  and  uncertainties.
Economic  circumstances,  the  Company's  operations  and the  Company's  actual
results could differ  significantly from those discussed in the  forward-looking
statements.  Some  of the  factors  that  could  cause  or  contribute  to  such
differences  are  discussed  herein but also include  changes in the economy and
interest rates in the nation and the Company's  market area  generally.  Some of
the  forward-looking  statements  included  herein are the statements  regarding
management's  determination  of the amount and  adequacy  of the  allowance  for
losses on loans and the effect of certain recent accounting pronouncements.


CRITICAL ACCOUNTING POLICIES

Accounting   policies  involving   significant   judgments  and  assumptions  by
management,  which have, or could have, a material  impact on the carrying value
of  certain  assets  and  impact  income,  are  considered  critical  accounting
policies. The Company considers the allowance for loan losses to be its critical
accounting  policy.  There have been no  significant  changes in the  methods or
assumptions used in the accounting  policies that require material estimates and
assumptions.


COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2003 AND DECEMBER 31, 2002

Total  assets at June 30,  2003  amounted  to $28.9  million,  a $77,000 or .27%
increase from December 31, 2002's level of $28.8 million.  The increase in total
assets  was  centered  in a $5.2  million  or 118%  increase  in cash  and  cash
equivalents,  partially offset by a $1 million or 6.0% decrease in net loans and
a $4 million or 57.9% decrease in securities. Total liabilities at June 30, 2003
increased  from $25.5 million at December 31, 2002 to $25.7  million.  Deposits,
which comprise the majority of total  liabilities,  amounted to $24.5 million at
June 30,  2003,  up from $24.4  million at December  31, 2002 for an increase of
$61,000,  or .25% with  increases in all  categories of deposits other than time
certificates.  Total  stockholders'  equity at June 30,  2003  amounted  to $3.2
million as compared to $3.2  million at December  31,  2002.  Retained  earnings
decreased  $33,000,  while  accumulated  other  comprehensive  income  decreased
$45,000 and paid in capital  increased  $7,000. At June 30, 2003 the Association
was in compliance with all applicable  regulatory capital requirements with core
and tangible  capital of $2.7 million (9.50% of adjusted total assets) and total
risk based capital of $2.8 million (24.11% of risk weighted assets).


RESULTS OF OPERATIONS  FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2003 AND JUNE
30, 2002

NET INCOME.  Net income for the three  months  ended June 30,  2003  amounted to
($49,000) as compared to $27,000 for the three  months ended June 30, 2002.  The
$76,000 or 281% decrease was due to the combined effects of a $133,000  decrease
in  interest  income,  a  decrease  in  interest  expense  and  an  increase  in
non-interest  expense.  For the six  months  ended  June 30,  2003,  net  income
amounted to  ($33,000)  as compared to $96,000 for the six months ended June 30,
2002,with  the  $129,000 or 134%  decrease  attributable  to the  aforementioned
factors.

NET  INTEREST  INCOME.  Net interest  income  before  provision  for loan losses
decreased by $67,000,  or 26.4%, to $186,000 for the three months ended June 30,
2003 from $253,000 for the three months ended June 30, 2002.

                                       8
<PAGE>
The decrease in net interest income was primarily due to a $133,000  decrease in
interest income offset by a $66,000 decrease in interest  expense.  The decrease
in interest  expense  and  interest  income was  reflective  of  interest  rates
decreasing.  For the six months ended June 30, 2003, net interest  income before
provision for loan losses amounted to $407,000, down from $495,000 for the first
half of fiscal  year 2002 for a decrease  of $88,000  with the change due to the
aforementioned factors.

PROVISION FOR LOAN LOSSES. For the three months ended June 30, 2003, the Company
made a $4,000 provision for loan losses as compared to a provision of $12,000 or
the same period in 2002.  The lower  provision  in 2003  reflected  the level of
charge-offs  during  that  period.  For the six months  ended June 30,  2003 the
Company  made a $6,000  provision  for loan  losses  as  compared  to a  $21,000
provision for the same period in 2002.

A  provision  for  losses on loans is  charged  to  earnings  to bring the total
allowance for loan losses to a level considered  appropriate by management based
on  historical  experience,  the  volume and type of  lending  conducted  by the
Association,  the status of past due  principal and interest  payments,  general
economic conditions, particularly as such conditions relate to the Association's
market  area,  and  other  factors   related  to  the   collectibility   of  the
Association's  loan  portfolio.  There  can be no  assurance  that the loan loss
allowance of the Association  will be adequate to cover losses on  nonperforming
assets in the future.

NON-INTEREST  INCOME.  Non-interest  income for the three  months ended June 30,
2003  amounted to $10,000 as compared to $15,000 for the three months ended June
30, 2002 with the decrease due to a $5,000 decrease in service charges and other
non  interest  income  combined.  For  the  six  months  ended  June  30,  2003,
non-interest  income  amounted  to $22,000 as  compared  to $37,000  for the six
months ended June 30, 2002 with the decrease due to an $11,000 decrease in gains
on sales of  available  for sale  securities  and a $4,000  decrease  in service
charges.

NON-INTEREST  EXPENSES.  Non-interest  expenses  for the second  quarter of 2003
totaled  $250,000,  up from  $192,000  for the  second  quarter of 2002 with the
increase mainly due to a $48,000 increase in other  non-interest  expenses and a
$10,000  increase in salaries  and employee  benefits.  For the six months ended
June 30,  2003,  non-interest  expenses  totaled  $462,000  which was a $109,000
increase as compared to the first half of fiscal year 2002.  The increase in the
first half of fiscal year 2003 was due to the aforementioned factors.

INCOME TAX EXPENSE.  Income tax expense for the three months ended June 30, 2003
amounted  to $9,000,  a $46,000  decrease  from the same period in 2002 with the
increase primarily  attributable to an increase in pre-tax income. The Company's
effective tax rates for the  respective  periods were (15)% and 57.81%.  For the
six months ended June 30, 2003, income tax expense amounted to $6,000, down from
$62,000  for the same  period in 2002  with the  increase  primarily  due to the
increased  level of pre-tax  income.  The Company's  effective tax rates for the
first half of fiscal years 2003 and 2002 were (15)% and 39.24%, respectively.

LIQUIDITY AND CAPITAL RESOURCES

The Association is required to maintain levels of liquid assets  consistent with
its safe and  sound  operation.  The  Association  believes  its level of liquid
assets are sufficient for its needs.

The Association's primary sources of funds are deposits,  repayment of loans and
mortgage-backed  securities,  maturities  of  investments  and  interest-bearing
deposits, funds provided from operations. The Association is also able to obtain
advances from the Federal Home Loan Bank of New York. While scheduled repayments
of loans and mortgage-backed  securities and maturities of investment securities
are predicable sources of funds,  deposit flows and loan prepayments are greatly
influenced  by the general  level of interest  rates,  economic  conditions  and
competition.  The Association uses its liquidity  resources  principally to fund
existing and future loan commitments,  to fund maturing  certificates of deposit
and demand deposit withdrawals,  to invest in other interest-earning  assets, to
maintain liquidity, and to meet operating expenses.

                                       9
<PAGE>
Item 3.      CONTROLS AND PROCEDURES

     As of the end of the  period  covered  by this  report,  management  of the
Company  carried  out  an  evaluation,   under  the  supervision  and  with  the
participation  of  the  Company's  principal  executive  officer  and  principal
financial officer, of the effectiveness of the Company's disclosure controls and
procedures.  Based on this evaluation, the Company's principal executive officer
and principal financial officer concluded that the Company's disclosure controls
and  procedures  are  effective  in  ensuring  that  information  required to be
disclosed  by the  Company  in  reports  that it  files  or  submits  under  the
Securities Exchange Act of 1934, as amended, is recorded, processed,  summarized
and reported,  within the time periods  specified in the Securities and Exchange
Commission's  rules  and  forms.  It  should  be noted  that the  design  of the
Company's  disclosure  controls  and  procedures  is based in part upon  certain
reasonable  assumptions about the likelihood of future events,  and there can be
no reasonable  assurance  that any design of disclosure  controls and procedures
will  succeed  in  achieving  its  stated  goals  under  all  potential   future
conditions,  regardless of how remote, but the Company's principal executive and
financial  officers have  concluded that the Company's  disclosure  controls and
procedures are, in fact, effective at a reasonable assurance level.

     In addition,  there have been no changes in the Company's  internal control
over financial  reporting (to the extent that elements of internal  control over
financial  reporting are subsumed  within  disclosure  controls and  procedures)
identified in connection  with the evaluation  described in the above  paragraph
that occurred  during the Company's  last fiscal  quarter,  that has  materially
affected,  or is reasonably likely to materially  affect, the Company's internal
control over financial reporting.

                           PART II. OTHER INFORMATION

ITEM 1   .        Legal Proceedings
                  -----------------

                  None.

ITEM 2.           Changes in Securities and Use of Proceeds
                  -----------------------------------------

                  Not applicable.

ITEM 3.           Defaults Upon Senior Securities
                  -------------------------------

                  Not applicable.

ITEM 4.           Submission of Matters to a Vote of Security Holders
                  ---------------------------------------------------

                  None.

ITEM 5.           Other Information
                  -----------------

                  None.

ITEM 6.           Exhibits and Reports on Form 8-K
                  --------------------------------

                  Exhibits:

                  31    Rule 13a-14(a) Certification
                  32    Section 1350 Certifications

                  Reports on Form 8-K:

                  The Company filed a Current Report on Form 8-K on
May 14, 2003,  announcing that it had entered into an Agreement and Plan of
Merger dated May 6, 2003, with Community Bank System, Inc. and
PB Acquisition Corp.

                                       10
<PAGE>


                                   SIGNATURES
                                   ----------

     In accordance with the requirements of the Exchange Act, the registrant has
caused this report to be signed on its behalf by the undersigned  thereunto duly
authorized.


                                       PEOPLES BANKCORP, INC.



Date: August 13, 2003               By:/s/Robert E. Wilson
                                       -----------------------------------------
                                       Robert E. Wilson
                                       President and Chief Executive Officer
                                       (Duly Authorized and Principal Executive,
                                       Accounting and Financial Officer)














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