FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 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 March 31, 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  May  12,  2003,  the  latest  practicable  date,  136,912  shares  of the
registrant's   common  stock,   $.01  par  value  per  share,  were  issued  and
outstanding.

Transitional small business disclosure format (check one):

Yes [ ]                             No [X]
<PAGE>

                          PART I. FINANCIAL STATEMENTS

Item 1.   Financial Statements

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

         Consolidated Statements of Income for the Three Ended
         March 31, 2003 and 2002 (unaudited).................................. 4

         Consolidated Statements of Cash Flows for the Three Months Ended
         March 31, 2003 and 2002 (unaudited).................................. 5

         Notes to 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
                      MARCH 31, 2003 AND DECEMBER 31, 2002
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                          March 31,             December 31,
                                                                           2003                    2002
                                                                        ----------              -----------
                                               ASSETS                                            (Audited)
<S>                                                                     <C>                      <C>
Cash and Cash Equivalents:
    Cash and due from banks                                             $    5,302               $   2,652
    Interest-bearing deposits with other banks                               2,324                   1,739
                                                                        ----------               ---------
         Total Cash and Cash Equivalents                                     7,626                   4,391

Securities available-for-sale -- at fair value                               4,238                   6,051
Securities held-to-maturity (fair value of  $253 at (unaudited)
    March 31, 2003 and $877 at December 31, 2002)                              250                     865
Loans, net of deferred fees                                                 16,560                  17,070
Less - allowance for loan losses                                               380                     380
                                                                        ----------               ---------
         Net Loans                                                          16,180                  16,690

Premises and equipment, net                                                    388                     394
Federal Home Loan Bank stock, at cost - required by law                        184                     184
Accrued interest receivable                                                    116                     154
Other assets                                                                     5                      39
                                                                        ----------               ---------
TOTAL ASSETS                                                            $   28,987               $  28,768
                                                                        ==========               =========

         LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
  Deposits:
    Demand accounts - non-interest bearing                              $      817               $     801
    Savings and club accounts - interest bearing                             3,257                   3,148
    Time certificates - interest bearing                                    17,806                  17,914
    NOW and money market accounts - interest bearing                         2,744                   2,553
         Total Deposits                                                     24,624                  24,416

Borrowed money                                                               1,000                   1,000
Advance payments by borrowers for property taxes and insurance                   2                       3
Other liabilities                                                              138                     121
                                                                        ----------               ---------
         Total Liabilities                                                  25,825                  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, 136,912 issued and 133,442 shares
    outstanding at March 31, 2003 and December 31, 2002                          1                       1
  Additional paid-in capital                                                 1,041                   1,041
  Retained earnings - substantially restricted                               2,221                   2,206
  Accumulated other comprehensive income                                        73                      93
  Loan to Employee Stock Ownership Plan                                        (65)                    (65)
  Common stock in treasury, at cost (3,470 shares at
    March 31, 2003 and 3,470 shares December 31, 2002)                         (48)                    (48)
                                                                        ----------               ---------
         Total Stockholders' Equity                                          3,223                   3,228
                                                                        ----------               ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   28,987               $  28,768
                                                                        ==========               =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>
                             PEOPLES BANKCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                  Three Months Ended
                                                                                       March 31,
                                                                                ---------------------
                                                                                 2003           2002
                                                                                ------         ------
<S>                                                                             <C>            <C>
Interest income
  Loans                                                                         $  309         $  361
  Securities                                                                        69            120
  Other short-term investments                                                      14              8
                                                                                ------         ------
         Total interest income                                                     392            489
                                                                                ------         ------

Interest expense:
  Deposits                                                                         163            238
  Borrowings                                                                         8              9
                                                                                ------         ------
         Total interest expense                                                    171            247
                                                                                ------         ------

         Net interest income                                                       221            242

Provision for loan losses                                                            2              9
                                                                                ------         ------

         Net interest income after provision
              for loan losses                                                      219            233

Non-interest income:
  Gain on sale of available for sale securities                                     --             11
  Service charges                                                                    4              7
  Other                                                                              8              4
                                                                                ------         ------
         Total non-interest income                                                  12             22
                                                                                ------         ------
Non-interest expense:
  Salaries and employee benefits                                                    97             85
  Director fees                                                                     21             18
  Building, occupancy and equipment                                                 18             16
  Data processing                                                                   12             11
  Postage and supplies                                                               5              5
  Deposit insurance premium                                                          2              1
  Insurance                                                                          4              3
  Other                                                                             53             22
                                                                                ------         ------
         Total non-interest expense                                                212            161
                                                                                ------         ------
         Income before income tax expense                                           19             94

Income tax expense                                                                   4             25
                                                                                ------         ------
         Net income                                                             $   15         $   69
                                                                                ======         ======
Earnings per share
  Basic                                                                         $  .12         $  .56
  Diluted                                                                       $  .11         $  .52
  Weighted average shares outstanding                                              133            132
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                             PEOPLES BANKCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2003 AND 2002
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                   Three Months Ended
                                                                                       March 31,
                                                                                --------------------------
                                                                                  2003             2002
                                                                                --------         ---------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
  Net income                                                                    $     15         $      69
  Adjustment to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                     6                 6
     (Increase) decrease in accrued interest receivable                               38                (5)
     Provision for loan losses                                                         2                 9
     Net amortization (accretion) of premium/discounts                                54                (5)
     Increase (decrease) in other liabilities                                         (3)               24
     Increase (decrease) in other assets                                              34                (6)
                                                                                --------         ---------
         Net cash provided by operating activities                                   146                92
                                                                                --------         ---------
Cash flows from investing activities:
  Net decrease in loans                                                              508             1,339
  Purchases of securities available-for-sale                                                        (1,250)
  Proceeds from maturities and principal reductions
    of securities available-for-sale                                               1,774               983
  Purchases of securities held-to-maturity                                                            (600)
  Proceeds from maturities and principal reductions
    of securities held-to-maturity                                                   600               500
  Purchase of FHLB stock                                                              --               (21)
  Purchase of fixed assets                                                                              --
  Sale of foreclosed real estate                                                                        45
                                                                                --------         ---------
         Net cash provided (used) by investing activities                          2,882               996
                                                                                --------         ---------
Cash flows from financing activities:
  Increase in deposits                                                               268               577
  Borrowings from FHLB                                                                --                --
  Repayments to FHLB                                                                  --                --
  Decrease in advance payments and borrowers for
     property taxes and insurance                                                     (1)               --
  Cash dividends paid on common stock                                                                   --
  Payments to acquire treasury stock                                                  --               (10)
  Issuance of common stock upon exercise of options                                   --                --
                                                                                --------         ---------
         Net cash provided by financing activities                                   207               567

Net increase in cash and cash equivalents                                          3,235             1,655
Cash and cash equivalents at beginning of period                                   4,391             2,048
                                                                                --------         ---------
Cash and cash equivalents at end of period                                      $  7,626         $   3,703
                                                                                ========         =========

                                                                                               (continued)
</TABLE>

                                       5
<PAGE>

                             PEOPLES BANKCORP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                   Three months ended March 31, 2003 and 2002
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     Three Months Ended
                                                                                           March 31,
                                                                                --------------------------
                                                                                  2003              2002
                                                                                --------          --------
<S>                                                                             <C>                <C>
Supplemental Disclosure of Cash Flow Information:
  Non-cash investing activities:
    Loans transferred to real estate owned through foreclosure                  $     --           $    39
    Additions to real estate owned                                                    --                --
    Treasury stock utilized for MRP                                                   --                --

  Cash paid during the period for:
     Interest                                                                        171               247
     Income taxes                                                                     --                26
                                                                                ========           =======
</TABLE>

                                       6
<PAGE>
                             PEOPLES BANKCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               For the three months ended March 31, 2003 and 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.

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2003 AND DECEMBER 31, 2002

Total assets at March 31, 2003  amounted to $29.0  million,  a $219,000 or 0.76%
increase from December 31, 2002's level of $28.8 million.  The increase in total
assets  was  centered  in a $3.2  million  or 73.67%  increase  in cash and cash
equivalents, partially offset by a $510,000 or 3.06% decrease in net loans and a
$615,000 or 71.10% decrease in securities held to maturity. Total liabilities at
March 31,  2003  increased  from $25.5  million at  December  31,  2002 to $25.8
million. Deposits, which comprise the majority of total liabilities, amounted to
$24.6  million at March 31, 2003, up from $24.4 million at December 31, 2002 for
an increase of $208,000,  or 0.85% with  increases in all categories of deposits
other  than time  certificates.  Total  stockholders'  equity at March 31,  2003
amounted  to $3.2  million as compared to $3.2  million at  December  31,  2002.
Retained earnings  increased  $15,000,  while  accumulated  other  comprehensive
income  decreased  $20,000 and paid in capital  remained the same.  At March 31,
2003 the Association was in compliance  with all applicable  regulatory  capital
requirements  with core and tangible  capital of $2.7 million (9.53% of adjusted
total  assets)  and total risk based  capital  of $2.9  million  (23.99% of risk
weighted assets).

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002

NET INCOME.  Net income for the three  months  ended March 31, 2003  amounted to
$15,000 as compared to $69,000 for the three months  ended March 31,  2002.  The
$54,000  or  78.26%  decrease  was due to the  combined  effects  of an  $76,000
decrease in total interest expense, a decrease in total  non-interest  income of
$10,000 and a $97,000  decrease in total  interest  income due to  prepayment on
GNMA and calls of securities available for sale and securities held to maturity.

NET  INTEREST  INCOME.  Net interest  income  before  provision  for loan losses
decreased by $21,000,  or 8.68%,  from $242,000 for the three months ended March
31, 2002 to $221,000 for the three months ended March 31, 2003.  The decrease in
net interest income was primarily due to a $76,000  decrease in interest expense
as  compared  to the three  months  ended  March 31,  2002,  offset by a $97,000
decrease in total interest income. The decrease in interest expense was due to a
$75,000  decrease  in  interest  on deposits  which  reflected  the  decrease in
interest  rates during the first  quarter of 2003 as compared to the same period
in 2002. The decrease in interest income was primarily due to a $51,000 decrease
in interest from  securities due to prepayment of securities  available for sale
and securities held to maturity.

                                       8
<PAGE>

PROVISION  FOR LOAN  LOSSES.  For the three  months  ended March 31,  2003,  the
Company  made a $2,000  provision  for loan losses as compared to a provision of
$9,000 or the same period in 2002.  The lower  provision in 2003  reflected  the
level of charge-offs during that period.

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 March 31,
2003 amounted to $12,000 as compared to $22,000 for the three months ended March
31, 2002 with the decrease  attributable  to the sale of a GNMA security  during
the three months  ended March 31, 2002,  which did not occur for the same period
in 2003.

NON-INTEREST  EXPENSES.  Non-interest  expenses  for the first  quarter  of 2003
totaled  $212,000,  up from  $161,000  for the  first  quarter  of 2002 with the
increase primarily due to the combined effects of a $12,000 increase in salaries
and  employee  benefits,  a $3,000  increase  in  directors'  fees and a $31,000
increase in miscellaneous expenses, which was mainly due to the balance paid for
environmental cleanup on banking premises.

INCOME TAX EXPENSE. Income tax expense for the three months ended March 31, 2003
amounted  to $4,000,  a $21,000  decrease  from the same period in 2002 with the
decrease primarily  attributable to an decrease in pre-tax income. The Company's
effective tax rates for the respective periods were 23.0% and 27.0%.

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.

FINANCIAL MODERNIZATION LEGISLATION

On November 12, 1999,  President  Clinton signed  legislation which could have a
far-reaching impact on the financial services industry.  The  Gramm-Leach-Bliley
("G-L-B") Act authorizes affiliations between banking,  securities and insurance
firms and  authorizes  bank holding  companies and national banks to engage in a
variety of new financial activities.  Among the activities that are permitted to
bank holding  companies  are  securities  and  insurance  brokerage,  securities
underwriting,   insurance  underwriting  and  merchant  banking.  The  Board  of
Governors  of the Federal  Reserve  System (the  "Federal  Reserve  Board"),  in
consultation  with  the  Secretary  of  the  Treasury,  may  approve  additional
financial activities.  The G-L-B Act, however,  prohibits future acquisitions of
existing unitary savings and loan holding companies,  like the Company, by firms
which are engaged in commercial activities and limits the permissible activities
of unitary holding companies formed after May 4, 1999.

The G-L-B Act imposed new requirements on financial institutions with respect to
customer  privacy.  The G-L-B Act  generally  prohibits  disclosure  of customer
information to  non-affiliated  third parties unless the customer has been given
the  opportunity  to object and has not objected to such  disclosure.  Financial
institutions  are  further  required  to  disclose  their  privacy  policies  to
customers annually. Financial institutions, however, are required to comply with
state law if it is more protective of customer privacy than the G-L-B Act.

                                       9
<PAGE>

The G-L-B Act contained  significant revisions to the FHLB System. The G-L-B Act
imposed new capital  requirements  on the FHLBs and authorizes them to issue two
classes of stock with differing dividend rates and redemption requirements.  The
G-L-B Act  deleted  the  requirement  that the FHLBs  annually  contribute  $300
million to pay interest on certain  government  obligations in favor of a 20% of
net  earnings  formula.  The G-L-B Act  expanded  the  permissible  uses of FHLB
advances by community  financial  institutions (under $500 million in assets) to
include   funding   loans  to  small   businesses,   small   farms   and   small
agri-businesses. The G-L-B Act made membership in the FHLB voluntary for federal
savings associations.

The G-L-B Act  contained a variety of other  provisions  including a prohibition
against ATM surcharges unless the customer has first been provided notice of the
imposition  and  amount of the fee.  The  G-L-B Act  reduced  the  frequency  of
Community  Reinvestment Act  examinations  for smaller  institutions and imposed
certain reporting requirements on depository  institutions that make payments to
non-governmental entities in connection with the Community Reinvestment Act. The
G-L-B Act eliminated the SAIF special  reserve and authorized a federal  savings
association that converts to a national or state bank charter to continue to use
the term "federal" in its name and to retain any interstate branches.

The Company is unable to predict  the impact of the G-L-B Act on its  operations
at this time.  Although the G-L-B Act reduces the range of companies  with which
the Company may affiliate,  it may facilitate affiliations with companies in the
financial services industry.

Item 3      CONTROLS AND PROCEDURES

The Company's Chief Executive Officer and Chief Financial Officer have evaluated
the Company's  disclosure  controls and  procedures  (as such term is defined in
Rule 13a-14 (c) under the Exchange  Act) as of a date within 90 days of the date
of filing of this Form 10-QSB.  Based upon such evaluation,  the Company's Chief
Executive  Officer and Chief Financial Officer have concluded that such controls
and  procedures  are  effective  to ensure that the  information  required to be
disclosed  by the  Company in the  reports it files  under the  Exchange  Act is
gathered, analyzed and disclosed with adequate timeliness.

There have been no significant  changes in the Company's internal controls or in
other factors that could  significantly  affect internal controls  subsequent to
the date of the evaluation described above.

                                       10
<PAGE>

                           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:

                  Exhibit 99 - Certification of Chief Executive Officer and
                               Chief Financial Officer

                  Reports on Form 8-K:  None.


                                       11
<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: May __, 2003                 By: /s/ Robert E. Wilson
                                       ---------------------------------------
                                       Robert E. Wilson
                                       President and Chief Executive Officer
                                       (Duly Authorized and Principal Executive,
                                       Accounting and Financial Officer)

                                       12
<PAGE>
                                  CERTIFICATION


I, Robert E. Wilson,  President and Chief Executive  Officer and Chief Financial
Officer of Peoples Bankcorp, Inc., certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of Peoples  Bankcorp,
Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  Presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
the  registrant's  board or  directors  (or persons  fulfilling  the  equivalent
functions):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.

Date: May __, 2003


                             /s/ Robert E. Wilson
                             -----------------------------------------------
                             Robert E. Wilson
                             President and Chief Executive Officer and Chief
                             Financial Officer

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