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 June 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 August  9,  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
         June 30, 2002 (unaudited) and December 31, 2001.....................3

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

         Consolidated Statements of Cash Flows for the Six
         Months Ended June 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


                           PART II. OTHER INFORMATION

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

                                   SIGNATURES

                                       2
<PAGE>
                          PART I. FINANCIAL STATEMENTS

                             PEOPLES BANKCORP, INC.
                 CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                       JUNE 30, 2002 AND DECEMBER 31, 2001
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                                         June 30,        December 31,
                         ASSETS                                                           2002               2001
                                                                                        ---------         ---------
                                                                                                          (Audited)
<S>                                                                                     <C>               <C>
Cash and Cash Equivalents:
     Cash and due from banks                                                            $   1,745         $   1,403
     Interest-bearing deposits in other banks                                                 906               645
                                                                                        ---------         ---------
         Total cash and cash equivalents                                                    2,651             2,048

Securities available-for-sale - at fair value                                               7,028             5,034
Securities held-to-maturity (fair value of $894 (unaudited)
    at June 30, 2002 and $1,568 at December 31, 2001)                                         870             1,525
Loans, net of deferred fees                                                                17,639            19,015
         Less allowance for loan losses                                                       176               179
                                                                                        ---------         ---------
                  Net loans                                                                17,463            18,836

Real estate owned                                                                              37                45
Premises and equipment, net                                                                   407               418
Federal Home Loan Bank stock, at cost-required by law                                         184               163
Accrued interest receivable                                                                   168               145
Other assets                                                                                    5                 3
                                                                                        ---------         ---------
TOTAL ASSETS                                                                            $  28,813         $  28,217
                                                                                        =========         =========
                  LIABILITIES AND EQUITY
Liabilities:
     Deposits:
     Demand accounts - non-interest bearing                                             $     881         $     735
     Savings and club accounts - interest bearing                                           3,150             3,215
     Time certificates - interest bearing                                                  18,187            18,126
     NOW and money market accounts - interest bearing                                       2,055             1,943
                                                                                        ---------         ---------
                  Total deposits                                                           24,273            24,019
                                                                                        ---------         ---------

Borrowed money                                                                              1,000             1,000
Advance payments by borrowers for property taxes and insurance                                  2                 2
Other liabilities                                                                             262               131
                                                                                        ---------         ---------
                  Total liabilities                                                        25,537            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 June 30, 2002 and December 31, 2001                                       1                 1
     Additional paid-in capital                                                             1,030             1,007
     Retained earnings - substantially restricted                                           2,263             2,167
     Accumulated other comprehensive income                                                   105                 3
     Loan to employee stock ownership plan                                                    (75)              (75)
     Common stock in treasury, at cost (2,881 shares at June 30, 2002 and
            2,411 shares at December 31, 2001)                                                (48)              (38)
                                                                                        ---------         ---------
                  Total stockholders' equity                                                3,276         $   3,065
                                                                                        ---------         ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $  28,813         $  28,217
                                                                                        =========         =========
</TABLE>

See accompanying notes to consolidated financial statements.

                                       3
<PAGE>

                             PEOPLES BANKCORP, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
            FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED           SIX MONTHS ENDED
                                                              JUNE 30,                    JUNE 30,
                                                     ------------------------      -----------------------
                                                       2002            2001         2002            2001
                                                     -------         -------       -------         -------
                                                                             (In thousands)
<S>                                                  <C>             <C>            <C>            <C>
Interest income:
  Loans                                              $   342         $   412        $  703         $   833
  Securities                                             131             107           251             217
  Other short-term investments                             6              14            14              31
                                                     -------         -------        ------         -------
         Total interest income                           479             533           968           1,081
                                                     -------         -------        ------         -------
Interest expense:
  Deposits                                               218             315           456             627
  Borrowings                                               8              17            17              35
                                                     -------         -------        ------         -------
         Total interest expense                          226             332           473             662
                                                     -------         -------        ------         -------

         Net interest income                             253             201           495             419

Provision for loan losses                                 12              15            21              21
                                                     -------         -------        ------         -------
         Net interest income after provision
              for loan losses                            241             186           474             398
                                                     -------         -------        ------         -------
Non-interest income:
  Gain on sale of available for sale securities           --              --            11              --
  Service charges                                          6               9            13              19
  Other                                                    9              13            13              15
                                                     -------         -------        ------         -------
         Total non-interest income                        15              22            37              34
                                                     -------         -------        ------         -------
Non-interest expense:
  Salaries and employee benefits                          86              83           171             167
  Director fees                                           23              17            41              30
  Building, occupancy and equipment                       16              16            32              32
  Data processing                                         11              10            22              19
  Postage and supplies                                     9               7            14              17
  Deposit insurance premium                                1               1             2               2
  Insurance                                                3               3             6               6
  Other                                                   43              31            65              58
                                                     -------         -------        ------         -------
         Total non-interest expense                      192             168           353             331
                                                     -------         -------        ------         -------
         Income before income tax expense                 64              40           158             101

Income tax expense                                        37              14            62              35
                                                     -------         -------        ------         -------
         Net income                                  $    27         $    26        $   96         $    66
                                                     =======         =======        ======         =======
Earnings per share
  Basic                                              $   .22         $   .20        $  .77         $   .50
  Diluted                                            $   .21         $   .19        $  .73         $   .48
  Weighted average shares outstanding                    132             132           132             132
</TABLE>

See accompanying notes to consolidated financial statements.



                                       4
<PAGE>

                             PEOPLES BANKCORP, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     SIX MONTHS ENDED
                                                                                         JUNE 30,
                                                                                -------------------------
                                                                                  2002             2001
                                                                                --------         --------
<S>                                                                             <C>              <C>
Cash flows from operating activities:
  Net income                                                                    $     96         $     66
  Adjustment to reconcile net income to net cash
    provided by operating activities:
     Depreciation and amortization                                                    11               13
     Decrease (increase) in accrued interest receivable                              (23)              13
     Provision for loan losses                                                        21               21
     Net amortization (accretion) of premium/discounts                               (18)             (59)
     Increase in other liabilities                                                   138              297
     Increase in other assets                                                         (2)             (12)
                                                                                --------         --------
         Net cash provided by operating activities                                   223              339
                                                                                --------         --------

Cash flows from investing activities:
  Net (increase) decrease in loans                                                 1,284              613
  Purchases of securities available-for-sale                                      (3,250)          (1,996)
  Proceeds from maturities and principal reductions
    of securities available-for-sale                                               1,376              428
  Purchases of securities held-to-maturity                                          (600)              --
  Proceeds from maturities and principal reductions
    of securities held-to-maturity                                                 1,255              651
  Purchase of FHLB stock                                                             (21)              (7)
  Purchase of fixed assets                                                            --               --
  Sale of foreclosed real estate                                                      76               --
                                                                                --------         --------
         Net cash provided (used) by investing activities                            120             (311)
                                                                                --------         --------

Cash flows from financing activities:
  Increase in deposits                                                               254              682
  Borrowings from FHLB                                                                --            2,000
  Repayments to FHLB                                                                  --           (1,500)
  Loan payment received from Employee Stock Ownership Plan                            --               --
  Decrease in advance payments from borrowers for property
      Taxes and insurance                                                             --               --
  Cash dividends paid on common stock                                                 --               --
  Payments to acquire treasury stock                                                 (10)              --
  Issuance of common stock upon exercise of options                                   16               --
                                                                                --------         --------
         Net cash provided by financing activities                                   260            1,182

Net increase in cash and cash equivalents                                            603            1,210
Cash and cash equivalents at beginning of period                                   2,048              809
                                                                                --------         --------
Cash and cash equivalents at end of period                                      $  2,651         $  2,019
                                                                                ========         ========

                                                                                               (continued)
</TABLE>

                                       5
<PAGE>
                             PEOPLES BANKCORP, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                     SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                 (In thousands)
<TABLE>
<CAPTION>
                                                                                     SIX MONTHS ENDED
                                                                                         JUNE 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                                                                        473             650
     Income taxes                                                                     69              29
</TABLE>

                                       6
<PAGE>
                             PEOPLES BANKCORP, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the six months ended June 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>

            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 JUNE 30, 2002 AND DECEMBER 31, 2001

Total  assets at June 30, 2002  amounted to $28.8  million,  a $596,000 or 2.11%
increase from December 31, 2001's level of $28.2 million.  The increase in total
assets  was  centered  in a  $2.0  million  or  39.61%  increase  in  securities
classified  as  available  for sale  and a  $603,000  increase  in cash and cash
equivalents,  partially  offset by a $1.4 million or 7.43% decrease in net loans
and a  $655,000  or  42.95%  decrease  in  securities  held to  maturity.  Total
liabilities  at June 30, 2002  increased from $25.2 million at December 31, 2001
to $25.5 million.  Deposits,  which  comprise the majority of total  liabilities
amounted to $24.2  million at June 30, 2002,  up from $24.0  million at December
31, 2001 for an increase of $200,000,  or 1.0% with  increases in all categories
of  deposits.  Total  stockholders'  equity at June 30,  2002  amounted  to $3.3
million as  compared to $3.1  million at  December  31,  2001.  The  increase in
retained  earnings  of  $96,000  was  in  addition  to a  $102,000  increase  in
accumulated other comprehensive income and a $10,000 increase in treasury stock.
At  June  30,  2002  the  Association  was in  compliance  with  all  applicable
regulatory  capital  requirements  with core and tangible capital of $28 million
(10.01% of adjusted  total  assets) and total risk base  capital of $3.0 million
(24.12% of risk weighted assets).


RESULTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2002 AND 2001

NET INCOME.  Net income for the three  months  ended June 30,  2002  amounted to
$27,000 as compared to $26,000 for the three  months  ended June 30,  2001.  The
$1,000 or .03% increase was due to the combined  effects of a $106,000  decrease
in total interest expense. These improvements were partially offset by a $54,000
decrease  in total  interest  income  and a  $24,000  increase  in non  interest
expense.  For the six months ended June 30, 2002, net income amounted to $96,000
as compared  to $66,000 for the six months  ended June 30, 2001 with the $30,000
or 45.4% increase attributable to the aforementioned factors.

NET  INTEREST  INCOME.  Net interest  income  before  provision  for loan losses
increased by $52,000,  or 25.9%,  from  $201,000 for the three months ended June
30, 2001 to $253,000 for the three  months ended June 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  June 30,  2001,  offset by a $54,000
decrease in total interest income. The decrease in interest expense was due to a
$97,000  decrease  in  interest  on deposits  which  reflected  the  decrease in
interest  rates  during the three  months ended June 30, 2002 as compared to the
same period in 2001.  The  decrease in interest  income was  primarily  due to a
$70,000  decrease  in  interest  from  loans  due to the  decreases  in the loan
portfolio.  For the six months ended June 30, 2002,  net interest  income before
provision for loan losses  amounted to $495,000,  up from

                                       8
<PAGE>

$419,000  for the first half of fiscal year 2001 for a increase of $76,000  with
the change due to the aforementioned factors.

PROVISION FOR LOAN LOSSES. For the three months ended June 30, 2002, the Company
made a $12,000  provision  for loan losses as compared to a provision of $15,000
or the same period in 2001.  The lower  provision in 2002 reflected the level of
charge-offs  during  that  period.  For the six months  ended June 30,  2002 the
Company  made a $21,000  provision  for loan  losses as  compared  to an $21,000
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 June 30,
2002  amounted to $15,000 as compared to $22,000 for the three months ended June
30, 2001 with the decrease due to a $7,000 decrease in service charges and other
non  interest  income  combined.  For  the  six  months  ended  June  30,  2002,
non-interest  income  amounted  to $37,000 as  compared  to $34,000  for the six
months ended June 30, 2001 with the increase due to an $11,000 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 second  quarter of 2002
totaled  $172,000,  up from  $168,000  for the  second  quarter of 2001 with the
increase  primarily  due  to  the  combined  effects  of a  $6,000  increase  in
directors'  fees,  a $2,000  increase  in  postage  and  supplies  and a $12,000
increase in  miscellaneous  expenses.  For the six months  ended June 30,  2002,
non-interest  expenses totaled $353,000 which  represented a $22,000 increase as
compared to the first half of fiscal year 2001.  The  increase in the first half
of fiscal year 2002 was primarily  attributable to a $4,000 increase in salaries
and  employee  benefits,  an $11,000  increase  in  directors  fees and a $7,000
increase in miscellaneous expenses.

INCOME TAX EXPENSE.  Income tax expense for the three months ended June 30, 2002
amounted to $37,000,  a $23,000  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 57.81% and 35.00%.  For the
six months ended June 30, 2002, income tax expense amounted to $62,000,  up from
$35,000  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 half of fiscal years 2002 and 2001 were 39.24% and 34.65%, 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  brokerage,  securities
underwriting,   insurance  underwriting  and  merchant  banking.  The  Board  of
Governors  of the

                                       9
<PAGE>

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.

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<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
          ---------------------------------------------------

          On May 21, 2002, the Company held its Annual Meeting of Stockholders
for the purpose of electing two directors.  The nominees for director were
elected.  The results of voting were as follows:

PROPOSAL I - ELECTION OF DIRECTORS

                                              FOR               WITHHELD
           Robert E. Hentschel               99,096               0
           Wesley L. Stitt                   99,096               0

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.


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<PAGE>

                                   SIGNATURES


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


                                   PEOPLES BANKCORP, INC.



Date: August 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