<PAGE>
<PAGE>

        U.S. SECURITIES AND EXCHANGE COMMISSION
                Washington, D.C.  20549


                      FORM 10-QSB


(Mark One)

 [x]     Quarterly Report Pursuant to Section 13 or 15(d) of the
         Securities Exchange Act of 1934

         For the quarterly period ended September 30, 1998


 [ ]     Transition Report Pursuant to Section 13 or 15(d) of    
         the Exchange Act

         For the transition period from ______ to ______

           Commission file number:  333-63625

                           
                    PEOPLES BANKCORP, INC.
               -------------------------------
            (Exact Name of Small Business Issuer 
                as Specified in its Charter)


        New York                       [Application Pending]     
        ---------                      ---------------------
(State or Other Jurisdiction of          (I.R.S. Employer  
 Incorporation or Organization)         Identification No.)

        825 State Street, Ogdensburg, New York  13669
        ---------------------------------------------
           (Address of Principal Executive Offices)

                        (315) 393-4340
                        --------------
     Registrant's Telephone Number, Including Area Code

   Check whether the issuer (1) 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 [ ] No [X]    The
issuer has not been subject to such filing requirements for the
past 90 days.

   As of December 24, 1998, the issuer had no shares of Common
Stock issued and outstanding.

     Transitional Small Business Disclosure Format (check one):

     Yes  [ ]                 No  [X]  
<PAGE>
<PAGE>

     On November 12, 1998, the Registrant's Registration
Statement on Form SB-2 was declared effective by the Securities
and Exchange Commission.  The Registration Statement and the
related Prospectus which formed a part thereof related to the
offering of the Registrant's common stock in connection with the
conversion from mutual to stock form (the "Conversion") of
Ogdensburg Federal Savings and Loan Association (the
"Association").  Upon consummation of the Conversion, the
Association will become a wholly owned subsidiary of the
Registrant, and the Registrant will close the public offering of
its common stock.  The Registrant has not engaged in any
business to date and is not expected to engage in any business
until the consummation of the Conversion.  The Registrant will
not have any material assets or liabilities prior to the
consummation of the Conversion.  The information presented in
this Form 10-QSB therefore relates solely to the business
conducted by the Association.


                       CONTENTS

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

     Statements of Financial Condition as of
        September 30, 1998 (unaudited) and
        December 31, 1997 . . . . . . . . . . . . . . . . . . .3

     Statements of Income for the Three and Nine Months Ended
        September 30, 1998 and 1997 (unaudited). . . . . . . . 4

     Statements of Cash Flows for the Nine Months Ended
        September 30, 1998 and 1997 (unaudited). . . . . . . . 5

     Notes to Financial Statements . . . . . . . . . . . . . . 7


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


PART II. OTHER INFORMATION

Item 1. Legal Proceedings. . . . . . . . . . . . . . . . . . .10

Item 2. Changes in Securities. . . . . . . . . . . . . . . . .10

Item 3. Defaults Upon Senior Securities. . . . . . . . . . . .10

Item 4. Submissions of Matters to a Vote of Security Holders .10

Item 5. Other Information. . . . . . . . . . . . . . . . . . .10

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . . .10

SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . .11
                            2<PAGE>
<PAGE>
                  PART I  -  FINANCIAL INFORMATION

             OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION

                  Statements of Financial Condition

               September 30, 1998 and December 31, 1997
                           (In thousands)
<TABLE>
<CAPTION>
                                                      September 30,      December 31,
                                                          1998               1997 
                                                      -------------     -------------
                                                       (Unaudited)
              ASSETS
              ------
<S>                                                    <C>               <C>
Cash and due from banks                                $    609          $    674
Interest-bearing deposits with other banks                  710               553
Securities available-for-sale, at fair value                  0               737
Securities held-to-maturity (fair value of 
     $2,571(unaudited) in 1998 and $4,038
    in 1997)                                              2,542             4,031

Loans, net of deferred fees                              20,038            16,832

       Less allowance for loan losses                       170               164
                                                       --------          --------
            Net loans                                    19,868            16,668

Premises and equipment, net                                 422               434
Federal Home Loan Bank stock, at cost                       139               137
Accrued interest receivable                                 133               125
Real estate owned                                             0                40
Other assets                                                 99                 9
                                                       --------          --------
       Total assets                                    $ 24,522          $ 23,402
                                                       ========          ========

              LIABILITIES AND EQUITY

Liabilities:
    Deposits:
    Demand accounts                                    $    772          $    638
    Savings and club accounts                             3,265             2,733
    Time certificates                                    16,514            16,306
    NOW and money market accounts                         2,062             2,088
                                                       --------          --------
       Total deposits                                  $ 22,613          $ 21,765
                                                       --------          --------

Advance payments by borrowers for property
    taxes and insurance                                       3                 3
Other liabilities                                           225                57
                                                       --------          --------
       Total liabilities                               $ 22,841          $ 21,825

Commitments and contingencies

Equity:
    Retained earnings                                  $  1,681          $  1,576
    Accumulated other comprehensive income                    0                 1
                                                       --------          --------
       Total equity                                    $  1,681          $  1,577
                                                       --------          --------
       Total liabilities and equity                    $ 24,522          $ 23,402
                                                       ========          ========
</TABLE>

See accompanying notes to financial statements.
                              3<PAGE>
<PAGE>

            OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION


                        Statements of Income

For the Three and Nine Months Ended September 30, 1998 and 1997
                          (In thousands)
<TABLE>
<CAPTION>

                                      Three Months Ended         Nine Months Ended
                                        September 30,              September 30,
                                     -------------------       ---------------------
                                     1998           1997        1998           1997
                                    -------        ------      ------         ------
<S>                                 <C>            <C>         <C>            <C>
Interest income:
    Loans                           $  400         $   356     $1,127         $1,001
    Securities                          41              57        168            189
    Other short-term investments        12              10         40             45
                                    ------         -------     ------         ------
          Total interest income        453             423      1,335          1,235
                                    ------         -------     ------         ------

Interest expense:
    Deposits                           269             258        791            735
    Borrowings                           0               0          0              0
                                    ------         -------     ------         ------
          Total interest expense       269             258        791            735
                                    ------         -------     ------         ------
          Net interest income          184             165        544            500       
                                              

Provision for loan losses                5               1          8              1
                                    ------         -------     ------         ------
    Net interest income after 
      provision for loan losses        179             164        536            499
                                    ------         -------     ------         ------
Non-interest income:                                                               
    Service charges                     13               1         27             12
    Net gain on sale of securities       0               0          1              0       
    Other                                4              15         11             24
                                    ------         -------     ------         ------
Total non-interest income               17              16         39             36
                                    ------         -------     ------         ------
Non-interest expenses:
     Salaries and employee benefits     72              66        212            194       
     Directors fees                     10               9         32             29
     Building, occupancy and equipment  15              15         42             47 
     Data processing                    10               7         25             21
     Postage and supplies                7               5         19             13
     Deposit insurance premium           3               3         10              7
     Insurance                           2               5          7             12
     Other                              32              20         85             57
                                    ------         -------     ------         ------
     Total non-interest expenses       151             130        432            380
                                    ------         -------     ------         ------
     Income before income 
      tax expense                       45              50        143            155
Income tax expense                      12              11         38             39
                                    ------         -------     ------         ------
          Net income                $   33         $    39     $  105         $  116
                                    ======         =======     ======         ======
</TABLE>
    
See accompanying notes to financial statements.



                              4<PAGE>
<PAGE>
             OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
                       Statements of Cash Flows

             Nine Months Ended September 30, 1998 and 1997
                            (In thousands)
<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                September 30,     
                                                            --------------------  
                                                             1998          1997  
                                                            ------        ------
<S>                                                         <C>            <C>    
Cash flows from operating activities:
   Net income                                               $   105      $   116
   Adjustment to reconcile net income to net 
       cash provided by operating activities:
        Depreciation and amortization                            12           16
        (Increase)decrease in accrued interest 
          receivable                                             (7)         (36)
        Provision for loan losses                                 8            1
        Net gains on sales of securities                         (1)           0
        Losses on sale - REO                                     10            0
        Net amortization (accretion of 
            premium/discounts)                                  (74)        (202)
        Increase in other liabilities                           163           54
        Deferred income taxes                                     6            5
        (Increase) decrease in other assets                     (98)          10
                                                            -------      -------
               Net cash provided (used) by
                  operating activities                          124          (36)
                                                            -------      -------
Cash flows from investing activities:
   Net increase in loans                                     (3,208)        (998)
   Proceeds from sales of securities 
     available-for-sale                                         712            0
   Proceeds from maturities and principal
     reductions of securities available-
     for-sale                                                    18           53
   Purchases of securities held-to-maturity                  (2,957)      (4,861)
   Proceeds from maturities and principal
      reductions of securities held-to-
      maturity                                                4,527        4,105
   Purchase of FHLB stock                                        (2)           0
   Proceeds from sale of REO                                     30            0
                                                            -------      -------
                 Net cash provided (used) by
                  investing activities                         (880)      (1,701)
                                                            -------      -------
Cash flows from investing activities:
   Increase in deposits                                         848        1,177
   Decrease in advance payments by borrowers     
      for property taxes and insurance                            0           (3)
   Borrowing from FHLB                                            0            0
   Repayment to FHLB                                              0            0
                                                            -------      -------
                 Net cash provided by
                  financing activities                          848        1,174
                                                            -------      -------
Net increase (decrease) in cash and
   cash equivalents                                              92         (563)
Cash and cash equivalents at beginning of 
   period                                                     1,227        1,571
                                                            -------      -------
Cash and cash equivalents at end of period                  $ 1,319      $ 1,008
                                                            =======      =======
</TABLE>
See accompanying notes to financial statements.
                                     5
<PAGE>
<PAGE>
             OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION


                     Statements of Cash Flows, Continued
                              (In thousands)
<TABLE>
<CAPTION>
                                                             Nine Months Ended
                                                                September 30,     
                                                            --------------------  
                                                             1998          1997  
                                                            ------        ------
<S>                                                         <C>            <C>    
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
    Non-cash investing activities:
      Additions to real estate owned                        $    0        $    40 

      Cash paid during the period for:
         Interest                                              791            998      
         Income taxes                                           35              0      
                                                            ======        =======
</TABLE>

See accompanying notes to financial statements.


                             6<PAGE>
<PAGE>
     OGDENSBURG FEDERAL SAVINGS AND LOAN ASSOCIATION
 
                NOTES TO FINANCIAL STATEMENTS
 
     FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997

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 14,
1998.  A total of 134,390 shares were sold at $10.00 per share. 
Prior to consummation of the conversion, the Company had no
assets or liabilities and as of September 30, 1998 and no shares
had been issued.

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 Association'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 - EARNINGS PER SHARE

As of September 30, 1998, neither the Company nor the
Association had issued any shares of common stock.  As such the
statements of operations do not disclose earnings per share as
would otherwise be required.

NOTE 4 - 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. 
Conversion costs at September 30, 1998 were deferred and were
deducted from the gross offering proceeds upon consummation of
the conversion.

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 int he 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>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS

GENERAL
 
     The Company has recently been formed and accordingly, has
no results of operations.  The following discussion relates only
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.

COMPARISON OF FINANCIAL CONDITION AT SEPTEMBER 30, 1998 AND
DECEMBER 31, 1997        

     The Association's total assets at September 30, 1998 were
$24.5 million, an increase of 4.7% from December 31, 1997's
level of $23.4 million.  The increase in assets for the period
was due to increased lending activity.  Net loans receivable
increased by $3.2 million or 13.67% during the nine months ended
September 30, 1998.  Total liabilities increased by $1 million,
or 4.6%, from $21.8 million at December 31, 1997 to $22.8
million at September 30, 1998.  At September 30, 1998, total
deposits amounted to $22.6 million, an increase of $800,000, or
3.7%, from December 31, 1998's level of $21.8 million.  The
deposit growth consisted primarily of savings and club accounts
and time certificates.    

     Total equity increased by $104,000, or 6.6%, due to net
income from the period.  At September 30, 1998, the Association
was in compliance with all applicable regulatory capital
requirements with total core and tangible capital of $1.7
million (6.86% of adjusted total assets) and total risk-based
capital of $1.8 million (12.4% of risk-weighted assets).

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED
SEPTEMBER 30, 1998 AND 1997

     The Association earned net income of $105,000 for the nine
months ended September 30, 1998 as compared to $116,000 for the
nine month period ended September 30, 1997.  Net income for the
three months ended September 30, 1998 amounted to $33,000 as
compared to $39,000 for the three months ended September 30,
1997.  The $11,000 reduction in net income for the first nine
months of fiscal year 1998 was due primarily to the $52,000
increase in non-interest expenses during the most recent period,
partially offset by the $44,000 increase in net interest income.
The $6,000 reduction in net income for the three months ended
September 30, 1997 was due to the same factors. The primary
components of the increase in non-interest expense were
increases in compensation and related expenses, deposit
insurance and postage, supplies and other miscellaneous
expenses.  In addition, during the quarter ended September 30,
1998, the Association sold a piece of real estate owned which
resulted in a loss of $10,000.

     Net interest income during the three and nine months ended
September 30, 1998 increased by $19,000 and $44,000,
respectively  as compared to the same periods in 1997.  During
the nine months ended September 30, 1998, net loans averaged
$17.9 million for the period as compared to $15.6 million during
the first nine months of fiscal year 1997.

<PAGE>
Year 2000 Compliance

     A great deal of information has been disseminated about the
global computer problem that may occur in the year 2000 which
would affect the speed and accuracy of the data processing that
is essential to its operations.  The Association is conducting a
thorough review of its internal systems as well as the efforts
of its outside data processing service provider.  The progress
of the plan is monitored by the Association's board of
directors.  The Association does not expect to incur significant
costs to replace existing hardware or software.  The greatest
potential for problems, however, concerns the data processing
provided by its third party service bureau.  The service bureau
with which the Association operates is providing the Association
with periodic updates of its compliance progress.  The
Association 
                              8<PAGE>
<PAGE>
has participated in the first phase of testing with the provider
satisfactorily with the second phase to be completed prior to
December 31, 1998.  The service bureau has indicated that it
will be compliant by such date.  With respect to the
Association's teller/platform computer system, we are converting
to a new system that is year 2000 compliant which will be
completed by April 30, 1999.  The Association is in the process
of developing a contingency plan to deal with the potential that
its service bureau is unable to bring its systems into
compliance by September 30, 1998.  The Association believes that
it would use manual systems as a contingency plan if its current
provider is unable to resolve this problem in time.  There can
be no assurance in this regard, however, and it is possible that
as a result the Association could experience data processing
delays, errors or failures, all of which could have a material
adverse impact on its financial condition and results of
operations.  The Association estimates that its expenses related
to year 2000 compliance will be approximately $5,000.

     The Association has also evaluated our non-information
technology systems (for example, the alarm system, heating and
air conditioning system) to determine if such systems may have
embedded technology that could also be affected by the year 2000
problem.  The Association has determined that the only system of
this type that could be affected is its alarm system.  The
Association has been informed, however, by the vendor that the
system is year 2000 compliant and has been fully tested.

     The Association is in the process of installing a new
teller/platform computer system.  The costs of the new system
will be approximately $50,000.  The installation of the new
system us not a result of year 2000 compliance.  As a result,
such costs will be capitalized.

     Computer problems experienced by the Association's
commercial borrowers could have an adverse effect on their
business operations and their ability to repay their loans when
due.  The Company has recently begun evaluating year 2000
readiness of its commercial loan applicants as part of the loan
underwriting process and is calling upon major existing
borrowers to assess their readiness and identify potential
problems.

LIQUIDITY AND CAPITAL RESOURCES

    The Association is required to maintain minimum levels of
liquid assets as defined by OTS regulations.  This requirement,
which varies from time to time depending upon economic
conditions and deposit flows, is based upon a percentage of the
Association's deposits and short-term borrowings.  The required
ratio at September 30, 1998 was 4%.  For the month ended
September 30, 1998 the Association was in compliance.  As a
result of its mutual to stock conversion, the Association's
liquidity will increase due to the additional funds it received. 

    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, although
historically the Association has done this rarely.  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>
<PAGE>
             PART II  -  OTHER INFORMATION

Item 1.   Legal Proceedings

     None.

Item 2.   Changes in Securities 

     None.

Item 3.   Defaults Upon Senior Securities

     None.

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

     (a)  Exhibits.  

     Exhibit 27     Financial Data Schedule

     (b)  Reports on Form 8-K.  During the quarter ended
September 30, 1998, the registrant did not file any current
reports on Form 8-K.

                              10<PAGE>
<PAGE>
                      SIGNATURES


    In accordance with the requirements of the Securities
Exchange Act of 1934, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly
authorized.

                                PEOPLES BANKCORP, INC.          



Date: December 28, 1998     By: /s/ Robert E. Wilson
                               ---------------------------------
                               Robert E. Wilson
                               President and Chief Executive
                               Officer
                               (Duly Authorized and Principal
                               Executive, Accounting and
                               Financial Officer)

                               /s/ Todd R. Mashaw
                               ---------------------------------
                               Todd R. Mashaw
                               Accounting Officer 
       
                               11