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 September 30, 2002
                                               ------------------

                                       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 November 12, 2002,  the latest  practicable  date,  133,442  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
         September 30, 2002 (unaudited) and December 31, 2001............... 3

         Consolidated  Statements  of  Income  for the  Three
         and  Nine  Months  Ended  September  30,  2002 and 2001
         (unaudited).........................................................4

         Consolidated Statements of Cash Flows for the Nine Months
         Ended September 30, 2002 and 2001 (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
                    SEPTEMBER 30, 2002 AND DECEMBER 31, 2001
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                      September 30,     December 31,
                         ASSETS                                                           2002              2001
                                                                                      -------------     -----------
                                                                                                         (Audited)
<S>                                                                                     <C>               <C>
Cash and Cash Equivalents:
     Cash and due from banks                                                            $   3,018         $   1,403
     Interest-bearing deposits in other banks                                               1,839               645
                                                                                        ---------         ---------
         Total cash and cash equivalents                                                    4,857             2,048

Securities available-for-sale - at fair value                                               5,600             5,034
Securities held-to-maturity (fair value of $867 (unaudited)
    at September 30, 2002 and $1,568 at December 31, 2001)                                    850             1,525
Loans, net of deferred fees                                                                17,274            19,015
         Less allowance for loan losses                                                       180               179
                                                                                        ---------         ---------
                  Net loans                                                                17,094            18,836

Real estate owned                                                                              --                45
Premises and equipment, net                                                                   401               418
Federal Home Loan Bank stock, at cost-required by law                                         184               163
Accrued interest receivable                                                                   132               145
Other assets                                                                                    6                 3
                                                                                        ---------         ---------
TOTAL ASSETS                                                                            $  29,124         $  28,217
                                                                                        =========         =========
                  LIABILITIES AND EQUITY
Liabilities:
     Deposits:
     Demand accounts - non-interest bearing                                             $     852         $     735
     Savings and club accounts - interest bearing                                           3,356             3,215
     Time certificates - interest bearing                                                  18,091            18,126
     NOW and money market accounts - interest bearing                                       2,286             1,943
                                                                                        ---------         ---------
                  Total deposits                                                           24,585            24,019
                                                                                        ---------         ---------

Borrowed money                                                                              1,000             1,000
Advance payments by borrowers for property taxes and insurance                                  2                 2
Other liabilities                                                                             164               131
                                                                                        ---------         ---------
                  Total liabilities                                                        25,751            25,152
                                                                                        ---------         ---------

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, 133,442 and 131,979  shares issued and
       outstanding at September 30, 2002 and December 31, 2001                                  1                 1
     Additional paid-in capital                                                             1,030             1,007
     Retained earnings - substantially restricted                                           2,342             2,167
     Accumulated other comprehensive income                                                   123                 3
     Loan to employee stock ownership plan                                                    (75)              (75)
     Common stock in treasury, at cost (2,881 shares at September 30, 2002 and
            2,411 shares at December 31, 2001)                                                (48)              (38)
                                                                                        ---------         ---------
                  Total stockholders' equity                                                3,373         $   3,065
                                                                                        ---------         ---------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $  29,124         $  28,217
                                                                                        =========         =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                             PEOPLES BANKCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
         FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                       Three Months Ended            Nine Months Ended
                                                          September 30,                September 30,
                                                     ---------------------        ----------------------
                                                      2002           2001          2002            2001
                                                     -------        ------        ------          ------
<S>                                                  <C>            <C>           <C>            <C>
Interest income:
  Loans                                              $  338         $  393        $1,041         $1,226
  Securities                                            106            112           357            329
  Other short-term investments                           12              8            26             39
                                                     ------         ------        ------         ------
         Total interest income                          456            513         1,424          1,594
                                                     ------         ------        ------         ------
Interest expense:
  Deposits                                              198            302           654            929
  Borrowings                                              8             10            25             45
                                                     ------         ------        ------         ------
         Total interest expense                         206            312           679            974
                                                     ------         ------        ------         ------
         Net interest income                            250            201           745            620

Provision for loan losses                                 1             24            22             45
                                                     ------         ------        ------         ------

         Net interest income after provision
              for loan losses                           249            177           723            575
                                                     ------         ------        ------         ------

Non-interest income:
  Gain on sale of available for sale securities          27             --            38             --
  Service charges                                         6              6            19             25
  Other                                                   7              7            20             22
                                                     ------         ------        ------         ------
         Total non-interest income                       40             13            77             47
                                                     ------         ------        ------         ------
Non-interest expense:
  Salaries and employee benefits                         91             80           262            247
  Director fees                                          18             13            59             43
  Building, occupancy and equipment                      16             17            48             49
  Data processing                                        12              9            34             28
  Postage and supplies                                    6              6            20             23
  Deposit insurance premium                               1              1             3              3
  Insurance                                               3              3             9              9
  Other                                                  23             28            88             86
                                                     ------         ------        ------         ------
         Total non-interest expense                     170            157           523            488
                                                     ------         ------        ------         ------
         Income before income tax expense               119             33           277            134

Income tax expense                                       40              8           102             43
                                                     ------         ------        ------         ------
         Net income                                  $   79         $   25        $  175         $   91
                                                     ======         ======        ======         ======
Earnings per share
  Basic                                              $  .63         $  .19        $  1.40        $  .69
  Diluted                                            $  .60         $  .18        $  1.34        $  .68
  Weighted average shares outstanding                   132            132            131           132
</TABLE>

See accompanying notes to consolidated financial statements.

                                       4
<PAGE>

                             PEOPLES BANKCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                ------------------------
                                                                                  2002             2001
                                                                                --------         -------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
  Net income                                                                    $    175         $    91
  Adjustment to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                    17              19
     Decrease in accrued interest receivable                                          13              12
     Provision for loan losses                                                        22              45
     Net amortization (accretion) of premium/discounts                                (7)             (9)
     Increase in other liabilities                                                    40              42
     Increase in other assets                                                         (3)            (18)
                                                                                --------         -------
         Net cash provided by operating activities                                   257             182
                                                                                --------         -------

Cash flows from investing activities:
  Net (increase) decrease in loans                                                 1,652           1,018
  Purchases of securities available-for-sale                                      (3,250)         (3,996)
  Proceeds from maturities and principal reductions
    of securities available-for-sale                                               2,831             804
  Purchases of securities held-to-maturity                                          (600)             --
  Proceeds from maturities and principal reductions
    of securities held-to-maturity                                                 1,255           1,151
  Purchase of FHLB stock                                                             (21)             (7)
  Purchase of fixed assets                                                            --              --
  Sale of foreclosed real estate                                                     113              --
                                                                                --------         -------
         Net cash provided (used) by investing activities                          1,980          (1,030)
                                                                                --------         -------

Cash flows from financing activities:
  Increase in deposits                                                               566             583
  Borrowings from FHLB                                                                --           3,200
  Repayments to FHLB                                                                  --          (2,700)
  Decrease in advance payments and 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                                   572           1,083

Net increase in cash and cash equivalents                                          2,809             235
Cash and cash equivalents at beginning of period                                   2,048             809
                                                                                --------         -------
Cash and cash equivalents at end of period                                      $  4,857         $ 1,044
                                                                                ========         =======

                                                                                              (continued)
</TABLE>
                                       5
<PAGE>


                             PEOPLES BANKCORP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                  NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                    Nine Months Ended
                                                                                      September 30,
                                                                                ------------------------
                                                                                  2002             2001
                                                                                --------         -------
<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                                                   --                24
    Treasury stock utilized for MRP                                                  --                 7

  Cash paid during the period for:
     Interest                                                                       679               974
     Income taxes                                                                    85                44
                                                                                 ======            ======
</TABLE>

                                       6
<PAGE>
                             PEOPLES BANKCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              For the Nine months ended September 30, 2002 and 2001


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 SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

Total  assets at September  30, 2002  amounted to $29.1  million,  a $907,000 or
3.21% increase from December 31, 2001's level of $28.2 million.  The increase in
total assets was  centered in a $2.8 million or 137.16%  increase in in cash and
cash  equivalents,  partially  offset by a $1.7 million or 9.25% decrease in net
loans and a $675,000 or 44.26%  decrease in securities  held to maturity.  Total
liabilities  at September 30, 2002  increased from $25.1 million at December 31,
2001  to  $25.8  million.   Deposits,  which  comprise  the  majority  of  total
liabilities,  amounted to $24.6  million at September  30,  2002,  up from $24.0
million  at  December  31,  2001 for an  increase  of  $566,000,  or 2.36%  with
increases in all  categories  of deposits  other than time  certificates.  Total
stockholders'  equity at September 30, 2002 amounted to $3.4 million as compared
to $3.1  million at December  31,  2001.  The  increase in retained  earnings of
$175,000  was  in  addition  to  a  $120,000   increase  in  accumulated   other
comprehensive income and a $23,000 increase in paid-in capital. At September 30,
2002 the Association was in compliance  with all applicable  regulatory  capital
requirements  with core and tangible  capital of $2.9 million (10.2% of adjusted
total  assets)  and total risk based  capital  of $3.1  million  (24.63% of risk
weighted assets).

RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND
2001

NET INCOME. Net income for the three months ended September 30, 2002 amounted to
$79,000 as compared to $25,000 for the three  months ended  September  30, 2001.
The  $54,000  or 216%  increase  was due to the  combined  effects of a $106,000
decrease in total interest  expense,  a $27,000 increase in non-interest  income
and a $23,000 decrease in the provision for loan losses. These improvements were
partially  offset by a $32,000  increase  in income  tax  expense  and a $13,000
increase in non-interest  expense. For the nine months ended September 30, 2002,
net income amounted to $175,000 as compared to $91,000 for the nine months ended
September  30,  2001 with the  $84,000 or 92.31%  increase  attributable  to the
aforementioned factors.

NET  INTEREST  INCOME.  Net interest  income  before  provision  for loan losses
increased  by $49,000,  or 24.38%,  from  $201,000  for the three  months  ended
September  30, 2001 to $250,000 for the three months ended  September  30, 2002.
The increase in net interest income was primarily due to a $106,000  decrease in
interest  expense as compared to the three  months  ended  September  30,  2001,
offset by a $57,000 decrease in total interest income.  The decrease in interest
expense was due to a $104,000  decrease in interest on deposits which  reflected
the decrease in interest rates during the three months ended  September 30, 2002
as  compared  to the same period in 2001.  The  decrease in interest  income was
primarily due to a $55,000  decrease in interest from loans due to the decreases
in the loan  portfolio.  For the nine  months  ended  September  30,  2002,  net
interest  income before  provision

                                       8
<PAGE>

for loan  losses  amounted  to  $745,000  up from  $620,000  for the first three
quarters of fiscal year 2001 for an increase of $125,000  with the change due to
the aforementioned factors.

PROVISION FOR LOAN LOSSES.  For the three months ended  September 30, 2002,  the
Company  made a $1,000  provision  for loan losses as compared to a provision of
$24,000 or the same period in 2001.  The lower  provision in 2002  reflected the
level of charge-offs during that period. For the nine months ended September 30,
2002 the  Company  made a $22,000  provision  for loan  losses as compared to an
$45,000 provision for the same period in 2001.

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 September
30, 2002  amounted to $40,000 as compared to $13,000 for the three  months ended
September  30, 2001 with the increase due to a $27,000 gain on sale of available
for sale  securities.  No securities  sales  occurred  during the same period in
2001. For the nine months ended September 30, 2002, non-interest income amounted
to $77,000 as compared to $47,000 for the nine months ended  September  30, 2001
with the increase due to a $38,000  increase in gains on sales of available  for
sale  securities,  offset by a $6,000  decrease in service  charges and a $2,000
decrease in other non interest income.

NON-INTEREST  EXPENSES.  Non-interest  expenses  for the third  quarter  of 2002
totaled  $170,000,  up from  $157,000  for the  third  quarter  of 2001 with the
increase primarily due to the combined effects of a $11,000 increase in salaries
and employee  benefits and a $5,000  increase in directors'  fees.  For the nine
months ended September 30, 2002,  non-interest  expenses  totaled $523,000 which
represented a $35,000 increase as compared to the first three quarters of fiscal
year 2001.  The  increase  in the first  three  quarters of fiscal year 2002 was
primarily  attributable to a $15,000 increase in salaries and employee benefits,
a $16,000 increase in directors fees and a $6,000 increase in data processing.

INCOME TAX EXPENSE.  Income tax expense for the three months ended September 30,
2002 amounted to $40,000,  a $32,000  increase from the same period in 2001 with
the  increase  primarily  attributable  to an  increase in pre-tax  income.  The
Company's effective tax rates for the respective periods were 33.61% and 24.24%.
For the nine months ended  September  30, 2002,  income tax expense  amounted to
$102,000,  up from  $43,000  for the  same  period  in 2001  with  the  increase
primarily due to the increased level of pre-tax income. The Company's  effective
tax rates for the first three quarters of fiscal years 2002 and 2001 were 36.82%
and 32.08%, 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.

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

                                       9
<PAGE>

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.

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: November 14, 2002            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: November 14, 2002

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

                                       13