UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
DC   20549





FORM
10-Q





x
            Quarterly
      report under Section 13 or 15(d) of the Securities Exchange Act of
      1934





For the quarterly period
ended June 30,
2009





 ̈
            Transition
      report under Section 13 or 15(d) of the Exchange
  Act





For the transition period from
_______________ to ________________





Commission
File Number:  0-24169





PEOPLES BANCORP,
INC.


(Exact
name of registrant as specified in its charter)





Maryland
                
                52-2027776(State
      or Other Jurisdiction of
                
                (I.R.S.
      EmployerIncorporation
      or Organization)
                
                Identification
      No.)





P.O.
      Box 210, 100 Spring Avenue, Chestertown, Maryland
                  
                  21620(Address
      of Principal Executive Offices)
                  
                  (Zip
      Code)





(410)
778-3500


Registrant’s
Telephone Number, Including Area Code





Indicate by check mark whether the
registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter periods 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  ̈





Indicate by check mark whether the
registrant has submitted electronically and posted on its corporate Web site, if
any, every Interactive Data File required to be submitted and posted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12
months (or for such shorter period that the registrant was required to submit
and post such files).  Yes   ̈  No   ̈  (Not
Applicable)





Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer or a smaller reporting company. See the definitions of “large accelerated
filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.  (Check one):





Large
      accelerated filer  ̈
            Accelerated
      filer  ̈Non-accelerated
      filer  ̈
            Smaller
      reporting company x(Do
      not check if a smaller reporting company)





Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the
Act).


Yes  ̈ No x





APPLICABLE
ONLY TO CORPORATE ISSUERS





State the number of shares outstanding
of each of the issuer’s classes of common equity, as of the latest practicable
date: 779,512 shares
of common stock issued and outstanding as of August 1, 2009










PEOPLES
BANCORP, INC.





FORM
10-Q


INDEX








PagePart
      I – Financial InformationItem
      1.
                Financial
      Statements
                3Consolidated
      Balance Sheets at June 30, 2009 (unaudited) and December 31,
      2008
                3Consolidated
      Statements of Income (unaudited) for three and six months ended June 30,
      2009 and 2008
                4Consolidated
      Statements of Changes in Stockholders’ Equity (unaudited) for the six
      months ended June 30, 2009 and 2008
                5Consolidated
      Statements of Cash Flows (unaudited) for six months ended June 30, 2009
      and 2008
                6-7Notes
      to Financial Statements (unaudited)
                8-13Item
      2.
                Management’s
      Discussion and Analysis of Financial Condition And Results of
      Operations
                13-24Item
      3.
                Quantitative
      and Qualitative Disclosures About Market Risk
                24Item
      4.
                Controls
      and Procedures
                24Part
      II – Other InformationItem
      1.
                Legal
      Proceedings
                25Item
      1A.
                Risk
      Factors
                25Item
      2.
                Unregistered
      Sales of Equity Securities and Use of Proceeds
                25Item
      3.
                Defaults
      Upon Senior Securities
                25Item
      4.
                Submission
      of Matters to a Vote of Security Holders
                25Item
      5.
                Other
      Information
                25Item
      6.
                Exhibits
                26Signatures
                26Exhibit
      Index
                27




- 2
-




PART
I - FINANCIAL INFORMATION


Item
1. Financial Statements.


PEOPLES
      BANCORP, INC. AND SUBSIDIARIES
                                    CONSOLIDATED
      BALANCE SHEETSJune
      31,
                                  
                                  
                                  December,
      312009
                                  
                                  
                                  2008(unaudited)ASSETSCash
      and due from banks
                                  
                                  $
                                  7,175,887
                                  
                                  
                                  $
                                  3,789,925Federal
      funds sold
                                  
                                  
                                  7,016,544
                                  
                                  
                                  
                                  3,896,890Cash
      and cash equivalents
                                  
                                  
                                  14,192,431
                                  
                                  
                                  
                                  7,686,815Securities
      available for sale
                                  
                                  
                                  3,058,390
                                  
                                  
                                  
                                  4,077,898Securities
      held to maturity (approximate fair value of $10,419,527 and
      $10,430,709)
                                  
                                  
                                  10,060,056
                                  
                                  
                                  
                                  10,055,715Federal
      Home Loan Bank stock, at cost
                                  
                                  
                                  2,341,200
                                  
                                  
                                  
                                  2,494,000Loans,
      less allowance for loan losses of $2,302,782 and
$2,001,739
                                  
                                  
                                  207,601,259
                                  
                                  
                                  
                                  214,679,949Premises
      and equipment
                                  
                                  
                                  6,606,275
                                  
                                  
                                  
                                  6,523,845Goodwill
      and intangible assets
                                  
                                  
                                  705,496
                                  
                                  
                                  
                                  712,932Accrued
      interest receivable
                                  
                                  
                                  1,430,626
                                  
                                  
                                  
                                  1,582,688Deferred
      income taxes
                                  
                                  
                                  646,164
                                  
                                  
                                  
                                  858,423Foreclosed
      real estate
                                  
                                  
                                  1,380,000
                                  
                                  
                                  
                                  1,407,000Other
      assets
                                  
                                  
                                  1,801,105
                                  
                                  
                                  
                                  1,814,970Total
      Assets
                                  
                                  $
                                  249,823,002
                                  
                                  
                                  $
                                  251,894,235LIABILITIES
      AND STOCKHOLDERS' EQUITYDepositsNon-interest
      bearing
                                  
                                  $
                                  32,747,182
                                  
                                  
                                  $
                                  34,387,604Interest-bearing
                                  
                                  
                                  145,621,590
                                  
                                  
                                  
                                  131,350,969178,368,772
                                  
                                  
                                  
                                  165,738,573Securities
      sold under repurchase agreements
                                  
                                  
                                  5,078,787
                                  
                                  
                                  
                                  9,959,539Federal
      funds purchased
                                  
                                  
                                  -
                                  
                                  
                                  
                                  2,170,000Federal
      Home Loan Bank advances
                                  
                                  
                                  35,000,000
                                  
                                  
                                  
                                  43,000,000Other
      borrowings
                                  
                                  
                                  64,609
                                  
                                  
                                  
                                  173,216Accrued
      interest payable
                                  
                                  
                                  439,865
                                  
                                  
                                  
                                  441,832Other
      liabilities
                                  
                                  
                                  2,135,309
                                  
                                  
                                  
                                  1,968,151221,087,342
                                  
                                  
                                  
                                  223,451,311Stockholders'
      equityCommon
      stock, par value $10 per share; 1,000,000 shares authorizes; issued and
      outstanding 779,512 shares at June 30, 2009 and at December 31,
      2008
                                  
                                  
                                  7,795,120
                                  
                                  
                                  
                                  7,795,120Additional
      paid-in capital
                                  
                                  
                                  2,920,866
                                  
                                  
                                  
                                  2,920,866Retained
      earnings
                                  
                                  
                                  18,702,281
                                  
                                  
                                  
                                  18,370,79729,418,267
                                  
                                  
                                  
                                  29,086,783Accumulated
      other comprehensive income (loss)Unrealized
      gain(loss) on available for sale securities
                                  
                                  
                                  13,217
                                  
                                  
                                  
                                  51,965Unfunded
      liability of defined benefit plan
                                  
                                  
                                  (695,824
                                  )
                                  
                                  
                                  (695,824
                                  )28,735,660
                                  
                                  
                                  
                                  28,442,924Total
      Liabilities and Stockholders' Equity
                                  
                                  $
                                  249,823,002
                                  
                                  
                                  $
                                  251,894,235





The
accompanying notes are an integral part of these consolidated financial
statements.




- 3
-




PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated Statements of
Income (unaudited)





For
      the three months ended
                    
                    
                    For
      the six months endedJune 30
                    
                    
                    June 302009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008Interest
      and dividend revenueLoans,
      including fees
                    
                    $
                    3,389,288
                    
                    
                    $
                    3,662,673
                    
                    
                    $
                    6,832,179
                    
                    
                    $
                    7,520,516U.
      S. government agency securities
                    
                    
                    134,358
                    
                    
                    
                    192,818
                    
                    
                    
                    286,551
                    
                    
                    
                    398,050Deposits
      in other banks
                    
                    
                    13
                    
                    
                    
                    3,906
                    
                    
                    
                    36
                    
                    
                    
                    12,788Federal
      funds sold
                    
                    
                    3,350
                    
                    
                    
                    21,122
                    
                    
                    
                    5,371
                    
                    
                    
                    70,381Equity
      securities
                    
                    
                    0
                    
                    
                    
                    42,659
                    
                    
                    
                    0
                    
                    
                    
                    86,480Total
      interest and dividend revenue
                    
                    
                    3,527,009
                    
                    
                    
                    3,923,178
                    
                    
                    
                    7,124,137
                    
                    
                    
                    8,088,215Interest
      expenseDeposits
                    
                    
                    777,579
                    
                    
                    
                    869,291
                    
                    
                    
                    1,526,109
                    
                    
                    
                    1,827,896Borrowed
      funds
                    
                    
                    399,718
                    
                    
                    
                    614,597
                    
                    
                    
                    843,841
                    
                    
                    
                    1,306,085Total
      interest expense
                    
                    
                    1,177,297
                    
                    
                    
                    1,483,888
                    
                    
                    
                    2,369,950
                    
                    
                    
                    3,133,981Net
      interest income
                    
                    
                    2,349,712
                    
                    
                    
                    2,439,290
                    
                    
                    
                    4,754,187
                    
                    
                    
                    4,954,234Provision
      for loan losses
                    
                    
                    425,000
                    
                    
                    
                    480,000
                    
                    
                    
                    855,000
                    
                    
                    
                    600,000Net
      interest income afterprovision
      for loan losses
                    
                    
                    1,924,712
                    
                    
                    
                    1,959,290
                    
                    
                    
                    3,899,187
                    
                    
                    
                    4,354,234Noninterest
      revenueService
      charges on deposit accounts
                    
                    
                    238,166
                    
                    
                    
                    257,817
                    
                    
                    
                    464,305
                    
                    
                    
                    491,892Insurance
      commissions
                    
                    
                    278,199
                    
                    
                    
                    219,133
                    
                    
                    
                    754,874
                    
                    
                    
                    660,276Other
      noninterest revenue
                    
                    
                    77,893
                    
                    
                    
                    73,178
                    
                    
                    
                    197,884
                    
                    
                    
                    170,001Total
      noninterest revenue
                    
                    
                    594,258
                    
                    
                    
                    550,128
                    
                    
                    
                    1,417,063
                    
                    
                    
                    1,322,169Noninterest
      expensesSalaries
      and employee benefits
                    
                    
                    1,177,514
                    
                    
                    
                    1,141,572
                    
                    
                    
                    2,278,670
                    
                    
                    
                    2,236,466Occupancy
                    
                    
                    109,434
                    
                    
                    
                    84,152
                    
                    
                    
                    226,949
                    
                    
                    
                    188,519Furniture
      and equipment
                    
                    
                    82,607
                    
                    
                    
                    66,123
                    
                    
                    
                    160,299
                    
                    
                    
                    139,331Other
      operating
                    
                    
                    553,389
                    
                    
                    
                    449,442
                    
                    
                    
                    1,019,881
                    
                    
                    
                    901,386Total
      noninterest expenses
                    
                    
                    1,922,944
                    
                    
                    
                    1,741,289
                    
                    
                    
                    3,685,799
                    
                    
                    
                    3,465,702Income
      before income taxes
                    
                    
                    596,026
                    
                    
                    
                    768,129
                    
                    
                    
                    1,630,451
                    
                    
                    
                    2,210,701Income
      taxes
                    
                    
                    214,098
                    
                    
                    
                    284,808
                    
                    
                    
                    605,201
                    
                    
                    
                    817,423Net
      income
                    
                    $
                    381,928
                    
                    
                    $
                    483,321
                    
                    
                    $
                    1,025,250
                    
                    
                    $
                    1,393,278Earnings
      per common share
                    
                    $
                    0.49
                    
                    
                    $
                    0.62
                    
                    
                    $
                    1.32
                    
                    
                    $
                    1.77





The
accompanying notes are an integral part of these consolidated financial
statements.




- 4
-




PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated Statements of
Changes in Stockholders’ Equity (unaudited)





SIX
MONTHS ENDED JUNE 30, 2009 and 2008





AccumulatedAdditional
                    
                    
                    
                    
                    
                    otherpaid-in
                    
                    
                    Retained
                    
                    
                    comprehensive
                    
                    
                    ComprehensivePar value
                    
                    
                    Capital
                    
                    
                    earnings
                    
                    
                    income
                    
                    
                    IncomeBalance,
      December 31, 2007
                    
                    $
                    7,855,120
                    
                    
                    $
                    2,920,866
                    
                    
                    $
                    17,997,286
                    
                    
                    $
                    (733,478
                    )Net
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,393,278
                    
                    
                    
                    -
                    
                    
                    $
                    1,393,278Unrealized
      gain on investment securities available for sale net Of income taxes of
      $4,800
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,368
                    
                    
                    
                    7,368Comprehensive
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    1,400,646Repurchase
      of stock
                    
                    
                    (60,000
                    )
                    
                    
                    -
                    
                    
                    
                    (420,000
                    )
                    
                    
                    -Cash
      dividend, $0.87 per share
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (683,396
                    )
                    
                    
                    -Balance,
      June 30, 2008
                    
                    $
                    7,795,120
                    
                    
                    $
                    2,920,866
                    
                    
                    $
                    18,287,168
                    
                    
                    $
                    (726,110
                    )Balance,
      December 31, 2008
                    
                    $
                    7,795,120
                    
                    
                    $
                    2,920,866
                    
                    
                    $
                    18,370,797
                    
                    
                    $
                    (643,859
                    )Net
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,025,250
                    
                    
                    
                    -
                    
                    
                    $
                    1,025,250Unrealized
      gain on investment securities available for sale net Of income taxes of
      $25,240
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (38,748
                    )
                    
                    
                    (38,748
                    )Comprehensive
      income
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    
                    $
                    986,502Cash
      dividend, $0.89 per share
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (693,766
                    )
                    
                    
                    -Balance,
      June 30, 2009
                    
                    $
                    7,795,120
                    
                    
                    $
                    2,920,866
                    
                    
                    $
                    18,702,281
                    
                    
                    $
                    (682,607
                    )




The
accompanying notes are an integral part of these consolidated financial
statements.




- 5
-




PEOPLES
BANCORP, INC. AND SUBSIDIARIES


Consolidated
Statements of Cash Flows (unaudited)





For
      the six months endedJune
      302009
                  
                  
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESInterest
      received
                  
                  $
                  7,271,485
                  
                  
                  $
                  8,266,849Fees
      and commissions received
                  
                  
                  1,417,063
                  
                  
                  
                  1,322,169Cash
      paid to suppliers and employees
                  
                  
                  (3,293,426
                  )
                  
                  
                  (3,924,203
                  )Interest
      paid
                  
                  
                  (2,371,917
                  )
                  
                  
                  (3,170,658
                  )Taxes
      paid
                  
                  
                  (423,014
                  )
                  
                  
                  (628,502
                  )2,600,191
                  
                  
                  
                  1,865,655CASH
      FLOWS FROM INVESTING ACTIVITIESCash
      paid for premises, equipment, and software
                  
                  
                  (274,788
                  )
                  
                  
                  (304,119
                  )Loans
      made, net of principal collected
                  
                  
                  6,209,933
                  
                  
                  
                  4,980,895Proceeds
      from sale of foreclosed real estate
                  
                  
                  83,144
                  
                  
                  
                  0Proceeds
      from maturities and calls of securitiesAvailable
      for sale
                  
                  
                  2,000,000
                  
                  
                  
                  1,000,000Held
      to maturity
                  
                  
                  1,000,365
                  
                  
                  
                  3,000,794Acquisition
      of Insurance agency, net
                  
                  
                  0
                  
                  
                  
                  0Purchase
      of securities Available for Sale
                  
                  
                  (1,043,103
                  )
                  
                  
                  0Purchase
      of securities held to maturity
                  
                  
                  (1,000,000
                  )
                  
                  
                  (1,988,820
                  )Acquisition
      of Insurance agency, net
                  
                  
                  0
                  
                  
                  
                  0Redemption
      of FHLB stock, net of purchases
                  
                  
                  152,800
                  
                  
                  
                  268,6007,128,351
                  
                  
                  
                  6,957,350CASH
      FLOWS FROM FINANCING ACTIVITIESNet
      increase (decrease) inTime
      deposits
                  
                  
                  (1,640,422
                  )
                  
                  
                  1,096,994Other
      deposits
                  
                  
                  14,270,621
                  
                  
                  
                  (1,257,670
                  )Securities
      sold under repurchase agreements
                  
                  
                  (7,050,752
                  )
                  
                  
                  (560,213
                  )Advances
      under (repayments of) notes payable, net
                  
                  
                  (8,000,000
                  )
                  
                  
                  (7,000,000
                  )Repayment
      of other borrowings
                  
                  
                  (108,607
                  )
                  
                  
                  (12,036
                  )Repurchase
      of stock
                  
                  
                  0
                  
                  
                  
                  (480,000
                  )Dividends
      paid
                  
                  
                  (693,766
                  )
                  
                  
                  (683,396
                  )(3,222,926
                  )
                  
                  
                  (8,896,321NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  6,505,616
                  
                  
                  
                  (73,316
                  )CASH
      AND EQUIVALENTS AT BEGINNING OF PERIOD
                  
                  
                  7,686,815
                  
                  
                  
                  9,840,142CASH
      AND EQUIVALENTS AT END OF PERIOD
                  
                  $
                  14,192,431
                  
                  
                  $
                  9,766,826




- 6
-




PEOPLES BANCORP, INC. AND
SUBSIDIARIES


Consolidated
Statements of Cash Flows (unaudited) (continued)





For
      the six months ended June 30,2009
                
                
                2008RECONCILIATION
      OF NET INCOME TO NET CASH PROVIDEDFROM
      OPERATING ACTIVITIESNet
      income
                
                $
                1,025,250
                
                
                $
                1,393,278ADJUSTMENTSDepreciation
      and amortization
                
                
                167,921
                
                
                
                140,770Provision
      for loan losses
                
                
                855,000
                
                
                
                600,000Amortization
      of intangible assets
                
                
                32,780
                
                
                
                27,500Security
      discount accretion, net of premium amortization
                
                
                (18,471
                )
                
                
                (16,327
                )Gain
      of sale of foreclosed real estate
                
                
                (56,144
                )
                
                
                0Decrease
      (increase) inAccrued
      interest receivable
                
                
                152,062
                
                
                
                133,780Income
      tax refund receivable
                
                
                182,187
                
                
                
                188,921Other
      assets
                
                
                80,658
                
                
                
                (662,293
                )Increase
      (decrease) inDeferred
      origination fees and costs, net
                
                
                13,757
                
                
                
                61,180Accrued
      interest payable and other liabilities
                
                
                (1,967
                )
                
                
                (1,154
                )Income
      taxes payable
                
                
                0
                
                
                
                0Other
      liabilities
                
                
                167,158
                
                
                
                0$
                2,600,191
                
                
                $
                1,865,655





The
accompanying notes are an integral part of these financial
statements.




- 7
-




Peoples
Bancorp, Inc. and Subsidiaries


Notes
to Financial Statements (unaudited)





1.
            Basis
      of Presentation





The
accompanying unaudited consolidated financial statements of Peoples Bancorp,
Inc. and its subsidiaries, The Peoples Bank, a Maryland-chartered bank (the
“Bank”), and Fleetwood, Athey, Macbeth & McCown, Inc., a Maryland insurance
agency (the “Insurance Agency”), have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and with the instructions to Form 10-Q and
Regulation S-X of the Securities and Exchange
Commission.  Accordingly, they do not include all the information and
notes required by generally accepted accounting principles for complete
financial statements.  In the opinion of management, all adjustments
(consisting of normal recurring entries) considered necessary for a fair
presentation have been included.  Operating results for the three and
six months ended June 30, 2009 are not necessarily indicative of the results
that may be expected for the year ending December 31, 2009 or any other
future interim period.  The consolidated financial statements
contained herein should be read in conjunction with the consolidated financial
statements and related notes contained in the Company’s Annual Report on Form
10-K for the year ended December 31, 2008.  When used in these notes,
the term “Company” refers to Peoples Bancorp, Inc. and, unless the context
requires otherwise, its consolidated subsidiaries.




In connection
with preparation of the financial statements and in accordance with the recently
issued Statement of Financial Accounting Standards No. 165 “Subsequent Events”
(“SFAS 165”), the Company evaluated subsequent events after the balance sheet
date through August 13, 2009. No significant subsequent events were identified
which would affect the presentation of the financial information.


2.
            Cash
      Flows





For
purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from banks and overnight investments in federal funds
sold.





3.
              Comprehensive
      income





For the six months ended June 30,
2009 and 2008, total comprehensive income, net of taxes, was $986,502 and
$1,400,646, respectively.  Comprehensive income is the sum of net
income and the change in the unrealized gain or loss on securities available for
sale, net of income taxes.





4.
              Commitments





Loan commitments are made to
accommodate the financial needs of the Company’s customers.  Letters
of credit commit the Company to make payments on behalf of customers when
certain specified future events occur.  These obligations are not
recorded in the Company’s financial statements.  The credit risks
inherent in loan commitments and letters of credit are essentially the same as
those involved in extending loans to customers, and these arrangements are
subject to the Company’s normal credit policies.  The Company’s
exposure to credit loss in the event the customer does not satisfy the terms of
these arrangements equals the notional amount of the obligation less the value
of any collateral.  The table below represents unfunded obligations at
June 30, 2009 and December 31, 2008.





June 30, 2009
                      
                      
                      December 31, 2008Revolving
      Home Equity Lines
                      
                      $
                      3,326,007
                      
                      
                      $
                      3,993,3751-4
      Family Residential Construction Loans
                      
                      $
                      564,030
                      
                      
                      $
                      1,028,568Commercial
      Real Estate
                      
                      $
                      4,390,951
                      
                      
                      $
                      4,262,266Other
      Unused Commitments
                      
                      $
                      14,548,934
                      
                      
                      $
                      17,250,351Commercial
      Letters of Credit
                      
                      $
                      4,387,372
                      
                      
                      $
                      5,278,824




- 8
-





5.
              Earnings
      Per Share





Earnings
per common share is derived by dividing net income available to holders of
shares of common stock by the weighted average number of shares of common stock
outstanding of  779,512  for the three- and six-month
periods ended June 30, 2009.  For the three- and six-month periods
ended June 30, 2008, the weighted average number of shares of common stock
outstanding was 781,512 and 784,979, respectively.





6.
              Pension





The Bank
maintains a defined benefit pension plan covering substantially all employees of
the Bank.  Benefits are based on years of service and the employee’s
highest average rate of earnings for five consecutive years during the final 10
full years before retirement.  The Bank’s general funding policy is to
contribute annually the maximum amount that can be deducted for income tax
purposes, determined using the projected unit credit cost method.  The
assets of the plan are invested in various time deposits and held in trust as
required by law.





During
the six months ended June 30, 2009 and 2008, the Bank recognized net periodic
costs for this plan of $157,515 and $142,628, respectively.  During
the six months ended June 30, 2009, the Bank did not contribute to the
plan.





7
            Segment
      Reporting





The
Company operates two primary businesses:  Community Banking; and
Insurance Products and Services.  Through the Community Banking
business, the Company provides services to consumers and small businesses on the
upper Eastern Shore of Maryland through its seven branches. Community banking
activities include serving the deposit needs of small business and individual
consumers by providing banking products and services to fit their needs. Loan
products available to consumers include mortgage, home equity, automobile,
marine, and installment loans and other secured and unsecured personal lines of
credit. Small business lending includes commercial mortgages, real estate
development loans, equipment and operating loans, as well as secured and
unsecured lines of credit, accounts receivable financing arrangements, and
merchant card services.





Through
the Insurance Products and Services business, the Company provides a full range
of insurance products and services to businesses and consumers in the Company’s
market areas. Products include property and casualty, life, marine, individual
health and long-term care insurance.




- 9
-




Selected
financial information by line of business, is included in the following
table:
 For
      the six months ended
                              June 30 2009
                            
                            Community
                              Banking
                            
                            
                            Insurance
                              products
                              and services
                            
                            
                            Intersegment
                              Transactions
                            
                            
                            Consolidated
                              TotalNet
      interest income (loss)
                            
                            $
                            4,758,529
                            
                            
                            $
                            (4,342
                            )
                            
                            $
                            0
                            
                            
                            $
                            4,754,187Provision
      for loan losses
                            
                            
                            855,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            $
                            855,000Net
      interest income (loss) after provision
                            
                            
                            3,903,529
                            
                            
                            
                            (4,342
                            )
                            
                            
                            0
                            
                            
                            
                            3,899,187Noninterest
      revenue
                            
                            
                            658,938
                            
                            
                            
                            758,125
                            
                            
                            
                            0
                            
                            
                            $
                            1,417,063Noninterest
      expense
                            
                            
                            3,175,802
                            
                            
                            
                            509,997
                            
                            
                            
                            0
                            
                            
                            $
                            3,685,799Income
      before income taxes
                            
                            
                            1,386,665
                            
                            
                            
                            243,786
                            
                            
                            
                            0
                            
                            
                            
                            1,630,451Income
      taxes
                            
                            
                            513,997
                            
                            
                            
                            91,204
                            
                            
                            
                            0
                            
                            
                            $
                            605,201Net
      income
                            
                            $
                            872,668
                            
                            
                            $
                            152,582
                            
                            
                            $
                            0
                            
                            
                            $
                            1,025,250Average
      assets
                            
                            $
                            250,019,241
                            
                            
                            $
                            1,629,362
                            
                            
                            $
                            (393,521
                            )
                            
                            $
                            251,255,082
 
 For
      the six months ended
                              June 30 2008
                            
                            Community
                              Banking
                            
                            
                            Insurance
                              products
                              and services
                            
                            
                            Intersegment
                              Transactions
                            
                            
                            Consolidated
                              TotalNet
      interest income (loss)
                            
                            $
                            4,960,686
                            
                            
                            $
                            (6,452
                            )
                            
                            $
                            0
                            
                            
                            $
                            4,954,234Provision
      for loan losses
                            
                            
                            600,000
                            
                            
                            
                            0
                            
                            
                            
                            0
                            
                            
                            
                            600,000Net
      interest income (loss) after provision
                            
                            
                            4,360,686
                            
                            
                            
                            (6,452
                            )
                            
                            
                            0
                            
                            
                            
                            4,354,234Noninterest
      revenue
                            
                            
                            658,908
                            
                            
                            
                            663,261
                            
                            
                            
                            0
                            
                            
                            
                            1,322,169Noninterest
      expense
                            
                            
                            2,942,133
                            
                            
                            
                            523,569
                            
                            
                            
                            0
                            
                            
                            
                            3,465,702Income
      before income taxes
                            
                            
                            2,077,461
                            
                            
                            
                            133,240
                            
                            
                            
                            0
                            
                            
                            
                            2,210,701Income
      taxes
                            
                            
                            773,553
                            
                            
                            
                            43,870
                            
                            
                            
                            0
                            
                            
                            
                            817,423Net
      income
                            
                            $
                            1,303,908
                            
                            
                            $
                            89,370
                            
                            
                            $
                            0
                            
                            
                            $
                            1,393,278Average
      assets
                            
                            $
                            256,791,692
                            
                            
                            $
                            1,499,978
                            
                            
                            $
                            (212,052
                            )
                            
                            $
                            258,079,618





8.
            Insurance
      Agency Acquisition





On
January 2, 2007, the Company acquired all of the outstanding common stock of the
Insurance Agency for approximately $1,000,000.  The Insurance Agency
has an office located in Chestertown, Maryland.





On
February 23, 2009, the Insurance Agency acquired certain assets of an insurance
agency owned by a director for approximately $25,000.





During
the six months ended June 30. 2009, the Company recorded amortization of
intangible assets of approximately $32,780 related to these
acquisitions..




- 10
-




9.
            Fair
      Value





On  January 1,
2008, the Company adopted SFAS No. 157, Fair Value
Measurements.    The adoption of SFAS No. 157
had no effect on the Company’s December 31, 2008 or June 30,
2009  Consolidated Balance Sheets or on the Consolidated Statement of
Income for the six months ended June 30, 2009.





SFAS
No. 157 defines fair value, establishes a framework for measuring fair
value and expands disclosures about fair value. SFAS No. 157 also
establishes a hierarchy for determining fair value measurement. The hierarchy
includes three levels and is based upon the valuation techniques used to measure
assets and liabilities. The three levels are as follows:




•
              Level
      1 — Inputs to the valuation methodology are quoted prices
      (unadjusted) for identical assets or liabilities in active
      markets;
 
 •
              Level
      2 — Inputs to the valuation methodology include quoted prices for similar
      assets and liabilities in active markets, and inputs that are observable
      for the asset or liability, either directly or indirectly, for
      substantially the full term of the financial instrument;
    and
 
 •
              Level
      3 — Inputs to the valuation methodology are unobservable and significant
      to the fair value
measurement.




The following is a description of the valuation methodologies used for
instruments measured at fair value, as well as the general classification of
such instruments pursuant to valuation methodology.





Where
quoted prices are available in an active market, securities available for sale
are classified within level 1 of the hierarchy. Level 1 includes securities that
have quoted prices in an active market for identical assets. If quoted market
prices are not available, then fair values are estimated using pricing models,
quoted prices of securities with similar characteristics or discounted cash
flows. The Company has categorized its securities available for sale as
follows:





Total
                          
                          
                          Level
      1 Inputs
                          
                          
                          Level
      2 Inputs
                          
                          
                          Level
      3 InputsSecurities
                          
                          $
                          3,058,390
                          
                          
                          $
                          -
                          
                          
                          $
                          3,058,390
                          
                          
                          $
                          -





Certain
other assets are measured at fair value on a nonrecurring
basis.  These adjustments to fair value usually result from
application of lower of cost or fair value accounting or write-downs of
individual assets due to impairment.  For assets measured at fair
value on a nonrecurring basis during the first six months of 2009 that were
still held in the balance sheet at period-end, the following table provides the
level of valuation assumptions used to determine each adjustment and the
carrying value of the related individual assets at period-end:





Total
                    
                    
                    (Level
      1)
                    
                    
                    (Level
      2)
                    
                    
                    (Level
      3)Foreclosed real estate owned
                    
                    $
                    1,380,000
                    
                    
                    $
                    -
                    
                    
                    $
                    1,380,000
                    
                    
                    $
                    -





During
the first six months of 2009, the Company recognized no write-downs of
foreclosed properties.




- 11
-




10.       Investment
Securities





Investment securities are summarized
as follows:





Amortized
                              
                              
                              Unrealized
                              
                              
                              Unrealized
                              
                              
                              Faircost
                              
                              
                              gains
                              
                              
                              losses
                              
                              
                              valueJune 30, 2009Available
      for saleU.
      S. government agency
                              
                              $
                              3,035,734
                              
                              
                              $
                              22,656
                              
                              
                              $
                              -
                              
                              
                              $
                              3,058,390Held
      to maturityU.
      S. government agency
                              
                              $
                              10,053,282
                              
                              
                              $
                              359,508
                              
                              
                              $
                              -
                              
                              
                              $
                              10,412,790Mortgage-backed
      securities
                              
                              
                              6,773
                              
                              
                              
                              -
                              
                              
                              
                              35
                              
                              
                              
                              6,738$
                              10,060,055
                              
                              
                              $
                              359,508
                              
                              
                              $
                              35
                              
                              
                              $
                              10,419,528December 31, 2008Available
      for saleU.
      S. government agency
                              
                              $
                              3,992,083
                              
                              
                              $
                              85,815
                              
                              
                              $
                              -
                              
                              
                              $
                              4,077,898Held
      to maturityU.
      S. government agency
                              
                              $
                              10,048,570
                              
                              
                              $
                              375,170
                              
                              
                              $
                              -
                              
                              
                              $
                              10,423,740Mortgage-backed
      securities
                              
                              
                              7,145
                              
                              
                              
                              -
                              
                              
                              
                              176
                              
                              
                              
                              6,969$
                              10,055,715
                              
                              
                              $
                              375,170
                              
                              
                              $
                              176
                              
                              
                              $
                              10,430,709





Contractual
maturities and the amount of pledged securities are shown
below.  Actual maturities may differ from contractual maturities
because issuers may have the right to call or prepay obligations with or without
call or prepayment penalties.





Available
      for sale
                        
                        
                        Held
      to maturityAmortized
                        
                        
                        Fair
                        
                        
                        Amortized
                        
                        
                        Faircost
                        
                        
                        value
                        
                        
                        cost
                        
                        
                        valueJune
      30, 2009MaturingWithin
      one year
                        
                        $
                        3,035,734
                        
                        
                        $
                        3,058,390
                        
                        
                        $
                        4,544,644
                        
                        
                        $
                        4,682,640Over
      one to five years
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        5,508,639
                        
                        
                        
                        5,730,150Mortgage-backed
      securities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        6,773
                        
                        
                        
                        6,738$
                        3,035,734
                        
                        
                        $
                        3,058,390
                        
                        
                        $
                        10,060,056
                        
                        
                        $
                        10,419,528Pledged
      securities
                        
                        $
                        1,997,884
                        
                        
                        $
                        2,019,690
                        
                        
                        $
                        7,567,008
                        
                        
                        $
                        7,861,630December
      31, 2008MaturingWithin
      one year
                        
                        $
                        3,992,083
                        
                        
                        $
                        4,077,898
                        
                        
                        $
                        999,039
                        
                        
                        $
                        1,004,100Over
      one to five years
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        9,049,531
                        
                        
                        
                        9,420,640Mortgage-backed
      securities
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        7,145
                        
                        
                        
                        6,969$
                        3,992,083
                        
                        
                        $
                        4,077,898
                        
                        
                        $
                        10,055,715
                        
                        
                        $
                        10,431,709Pledged
      securities
                        
                        $
                        1,449,341
                        
                        
                        $
                        1,484,759
                        
                        
                        $
                        6,216,627
                        
                        
                        $
                        6,441,060





Investments
are pledged to secure the deposits of federal and local governments and as
collateral for repurchase agreements.


- 12
-





11.          Recent
Accounting Standards





The
following are recent accounting pronouncements approved by the Financial
Accounting Standards Board (the “FASB”).  Management believes that
these Statements will not have any material impact on the financial statements
of the Company.




In April
2009, the FASB issued F SFAS 115-2, and EITF 99-22-2,“Recognition and Presentation of
Other-Than-Temporary- Impairment”(“FSP FAS115-2”) which clarifies
other-than-temporary impairment.  The FSP (i) changes existing
guidance for determining whether an impairment is other than temporary to debt
securities and (ii) replaces the existing requirement that the entity’s
management assert it has both the intent ant ability to hold an impaired
security until recovery with a requirement that management assert: (a) It does
not have the intent to sell the security; and (b) it is more likely than not it
will not have to sell the security before recovery or its cost
basis.  Under FSP FAS 115-2, declines in the fair values of
held-to-maturity and available-for-sale securities below their costs that are
deemed to be other than temporary are reflected in earnings as realized losses
to the extent the impairments are related to credit losses.  The
amount of impairment related to other factors is recognized in other
comprehensive income.  FSP FAS 115-2 is effective for interim and
annual periods ending after June 15, 2009.  The Company has adopted
the provisions of FSP FAS 115-2 and there was no material impact on the
Company’s financial condition or results of operations as a result
thereof.




In April
2009, the FASB issued FSP FAS 157-4,“Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly”which
clarifies the application of fair value accounting,. The FSP affirms the
objective of fair value when a market is not active, clarifies and includes
additional factors for determining whether there has been a significant decrease
in market activity, eliminates the presumption that all transactions are
distressed unless proven otherwise, and requires an entity to disclose a change
in valuation technique.  The FSP is effective for interim and annual
periods ending after June 15, 2009.  The Company has adopted FSP FAS
157-4 and there was no material impact on the Company’s financial condition or
results of operations as a result thereof.


- 13
-


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





Peoples Bancorp, Inc. is a Maryland
corporation and a financial holding company registered under the Bank Holding
Company Act of 1956, as amended, located in Chestertown, Kent County,
Maryland.  The Company was incorporated on December 10, 1996 to serve
as the holding company of The Peoples Bank (the “Bank”), a Maryland commercial
bank, which it acquired on March 24, 1997.  On January 2, 2007, the
Company acquired Fleetwood, Athey, Macbeth & McCown, Inc. (the “Insurance
Agency”)





The Bank was incorporated on April 13,
1910 and operates five branches located in Kent County, Maryland and two
branches located in Queen Annes County, Maryland.  The Bank offers a
variety of services to satisfy the needs of consumers and small- to medium-sized
businesses and professional enterprises.  Most of the Bank’s deposit
and loan customers are located in and derived from Kent County, northern Queen
Anne's County, and southern Cecil County, Maryland.  This primary
service area is located between the Chesapeake Bay and the western border of
Delaware.





In December 2008, the Bank completed
the construction of and opened a branch located in Sudlersville, Queen Anne’s
County, Maryland.  The cost of construction and opening this branch
was approximately $1,635,500.  The branch has 2,584 square feet of
office/teller space and is staffed with four employees.  As a result
of this expansion, noninterest expenses are expected to increase in
2009.





The Insurance Agency has roots dating
back to the 1920s, when The Fleetwood-Kirby Agency was formed.  In
1977, that agency was merged with several other well-respected insurances
agencies to form Fleetwood, Athey, Macbeth & McCown, Inc.  The
Insurance Agency operates from one location in Kent County and provides a full
range of insurance products to businesses and consumers.  Product
lines include property, casualty, life, marine, long-term care and health
insurance.





Unless the context clearly requires
otherwise, the terms “Company”, “we”, “us” and “our” in this report refer
collectively to Peoples Bancorp, Inc. and the Subsidiaries.





Application
of Critical Accounting Policies





The unaudited consolidated financial
statements have been prepared in accordance with accounting principles generally
accepted in the United States of America for interim financial information and
in accordance with the instructions to Form 10-Q.  Application of
these principles requires management to make estimates, assumptions, and
judgments that affect the amounts reported in the unaudited consolidated
financial statements and accompanying notes.  These estimates,
assumptions, and judgments are based on information available as of the date of
the consolidated financial statements; accordingly, as this information changes,
the unaudited consolidated financial statements could reflect different
estimates, assumptions, and judgments.  Certain policies inherently
have a greater reliance on the use of estimates, assumptions, and judgments and
as such have a greater possibility of producing results that could be materially
different than originally reported.  Estimates, assumptions, and
judgments are necessary when assets and liabilities are required to be recorded
at fair value, when a decline in the value of an asset not carried on the
consolidated financial statements at fair value warrants an impairment
write-down or valuation reserve to be established, or when an asset or liability
needs to be recorded contingent upon a future event.  Carrying assets
and liabilities at fair value inherently results in more financial statement
volatility.  The fair values and information used to record valuation
adjustments for certain assets and liabilities are based either on quoted market
prices or are provided by other third-party sources, when
available.


- 14
-





The
policies, along with the disclosures presented in the other financial statement
notes and in this financial review, provide information on how significant
assets and liabilities are valued in the financial statements and how those
values are determined.  Based on the valuation techniques used and the
sensitivity of financial statement amounts to the methods, assumptions, and
estimates underlying those amounts, management has identified the determination
of the allowance for loan losses as the accounting area that requires the most
subjective or complex judgments, and as such should be most subject to revision
as new information becomes available.





The allowance for loan losses
represents management’s estimate of probable loan losses inherent in the loan
portfolio.  Determining the amount of the allowance for loan losses is
considered a critical accounting estimate because it requires significant
judgment and the use of estimates related to the amount and timing of expected
future cash flows on impaired loans, estimated losses on pools of homogeneous
loans based on historical loss experience, and consideration of current economic
trends and conditions, all of which may be susceptible to significant
change.  In addition, various regulatory agencies, as an integral part
of their examination processes, periodically review our allowance for loan
losses.  Such agencies may require us to make additional provisions
for estimated loan losses based upon judgments different from those of
management.  The loan portfolio also represents the largest asset type
on the balance sheet.  Further information about the methodology used
to determine the allowance for loan losses is discussed below under the heading
“Loan Quality”.





The following discussion is designed to
provide a better understanding of the financial position of the Company and
should be read in conjunction with the interim Consolidated Financial Statements
and Notes thereto included elsewhere in this report, and in conjunction with the
audited Consolidated Financial Statements and Notes thereto and Management’s
Discussion and Analysis of Financial Condition and Results of Operations set
forth in the Annual Report of Peoples Bancorp, Inc. on Form 10-K for the year
ended December 31, 2008.





Forward-Looking
Information





This Quarterly Report on Form 10-Q may
contain forward-looking statements within the meaning of The Private Securities
Litigation Reform Act of 1995.  Readers of this quarterly report
should be aware of the speculative nature of “forward-looking
statements”.  Statements that are not historical in nature, including
the words “anticipate”, “estimate”, “should”, “expect”, “believe”, “intend”, and
similar expressions, are based on current expectations, estimates and
projections about (among other things) the industry and the markets in which we
operate; they are not guarantees of future performance.  Whether
actual results will conform to expectations and predictions is subject to known
and unknown risks and uncertainties, including risks and uncertainties discussed
in this report, general economic, market or business conditions; changes in
interest rates, deposit flow, the cost of funds, and demand for loan products
and financial services; changes in our competitive position or competitive
actions by other companies; changes in the quality or composition of loan and
investment portfolios; the ability to mange growth; changes in laws or
regulations or policies of federal and state regulators and agencies; and other
circumstances beyond our control.  These and other risks are discussed
in detail in the periodic reports that Peoples Bancorp, Inc. files with the
Securities and Exchange Commission (see Item 1A of Part II of this report for
further information).  All of the forward-looking statements made in
this report are qualified by these cautionary statements, and there can be no
assurance that the actual results anticipated will be realized, or if
substantially realized, will have the expected consequences on our business or
operations.  Except as required by applicable laws, we do not intend
to publish updates or revisions of any forward-looking statements we make to
reflect new information, future events or otherwise.


- 15
-





RESULTS
OF OPERATIONS





General





For the three- and six-month periods
ended June 30, 2009, we reported net income of $381,928, or $0.49 per share, and
$1,025,250, or $1.32 per share, respectively, compared to $483,321, or $0.62 per
share, and $1,393,278, or $1.77 per share, respectively, for the same periods in
2008.  The decreases for the three months (20.98%) and six months
(26.41%) ended June 30, 2009 over the same periods last year resulted primarily
from decreased net interest income and increased funding of the allowance for
loan losses. The Insurance Agency produced a net loss of $2,808 for the
three-month period ended June 30, 2009 and net income of $152,582 for the
six-month period ended June 30, 2009.  The Insurance Agency received
its annual contingent sales commission during the first quarter of 2009 and
disbursed agents’ commissions during the second quarter of 2009.





Net
Interest Income





The primary source of income for the
Company is net interest income, which is the difference between revenue on
interest-earning assets, such as investment securities and loans, and interest
incurred on interest-bearing sources of funds, such as deposits and
borrowings.





The key performance measure for net
interest income is the “net margin on interest-earning assets,” or net interest
income divided by average interest-earning assets.  The Company’s net
interest margin for the six-month period ended June 30, 2009 was 4.17%, compared
to 4.16% for the same period in 2008.  The net margin may decline if
competition increases, loan demand decreases, or the cost of funds rises faster
than the return on loans and securities.  The net margin may also be
adversely impacted by a number of factors, which cannot be predicted and are
beyond our control.





Net interest income for the three-month
period ended June 30, 2009 was $2,349,712, which represents a decrease of
$89,578 or 3.67% from net interest income for the same period in
2008.  Net interest income for the six-month period ended June 30,
2009 was $4,754,187, which represents a decrease of $200,047 or 4.04% over the
net interest income for the first six months of 2008.  The primary
contributor to these decreases was lower interest rates on loans and deposits
during the 2009 periods, which was a direct result of a reduction in the federal
funds rate from 2.00% at June 30, 2008 to 0.25% at June 30, 2009.  The
175 basis-point reduction in interest rates by the Federal Reserve in the first
six months of 2009 had a significant and immediate impact on the overall yield
on earning assets, while reductions on the rates we pay on deposits have lagged
due to certificates of deposit that do not re-price until they
mature.  We own shares of stock issued by the Federal Home Loan Bank
(the “FHLB”) of Atlanta, and another major reduction in interest income during
the first half of 2009 was due to the failure during that period of the FHLB of
Atlanta to pay dividends on that stock.





Interest revenue for the three and six
months ended June 30, 2009 totaled $3,527,009 and $7,124,137, respectively,
compared to $3,923,178 and $8,088,215, respectively, for the same periods last
year, representing decreases of $396,169 or 10.10% and $964,078 or 11.92%,
respectively.  We have experienced a $688,337 decrease in interest
earned on loans as a direct result of our average loan balances decreasing by
$4.665,006 (net of the allowance for loan losses) when compared to the first six
months of 2008.  Additionally, the loss of dividend income on the FHLB
of Atlanta stock for the first six months of 2009 reduced interest income by
$86,480 over the same time period last year.


- 16
-





Interest expense for the three- and
six-month periods ended June 30, 2009 totaled $1,177,298 and $2,369,950,
respectively, compared to $1,483,888 and $3,133,981, respectively, for the same
periods last year, representing decreases of $306,590 or 20.66% and $764,031 or
24.38%, respectively.  The Company decreased its FHLB borrowings
during the first six months of 2009 from $43,000,000 at December 31, 2008 to
$35,000,000 at June 30, 2009.  FHLB borrowings at June 30, 2008 were
$46,000,000.  As a result, interest expense on borrowed funds for the
first six months of 2009 dropped $462,244 when compared to the six months ended
June 30, 2008.  The Company assumed approximately $450,000 of debt in
connection with the acquisition of the Insurance Agency in 2007, which has been
reduced to $64,609 as of June 30, 2009.


- 17
-


A table of our average balances,
interest and yields follows.





Average
Balances, Interest, and Yield





For
      the Six Months Ended
                
                
                For
      the Six Months EndedJune 30, 2009
                
                
                June 30, 2008Average
                
                
                
                
                
                
                
                
                AverageBalance
                
                
                Interest
                
                
                Yield
                
                
                Balance
                
                
                Interest
                
                
                YieldAssetsFederal
      funds sold
                
                $
                5,494,537
                
                
                $
                5,371
                
                
                
                0.20
                %
                
                $
                5,141,860
                
                
                $
                70,381
                
                
                
                2.75
                %Interest-bearing
      deposits
                
                
                59,196
                
                
                
                38
                
                
                
                0.13
                %
                
                
                1,001,081
                
                
                
                13,408
                
                
                
                2.69
                %Investment
      securities:U.  S.  government
      agency
                
                
                13,336,850
                
                
                
                300,425
                
                
                
                4.54
                %
                
                
                17,409,771
                
                
                
                417,321
                
                
                
                4.82
                %Other
                
                
                0
                
                
                
                0
                
                
                
                0.00
                %
                
                
                0
                
                
                
                0
                
                
                
                0.00
                %FHLB
      of Atlanta Stock
                
                
                2,369,484
                
                
                
                0
                
                
                
                0.00
                %
                
                
                2,763,875
                
                
                
                90,668
                
                
                
                6.60
                %Total
      investment securities
                
                
                15,706,334
                
                
                
                300,425
                
                
                
                3.86
                %
                
                
                20,173,646
                
                
                
                507,989
                
                
                
                5.06
                %Loans:Demand
      and time
                
                
                38,986,535
                
                
                
                1,188,999
                
                
                
                6.15
                %
                
                
                41,213,835
                
                
                
                1,403,895
                
                
                
                6.85
                %Mortgage
                
                
                170,817,109
                
                
                
                5,529,264
                
                
                
                6.53
                %
                
                
                172,835,017
                
                
                
                5,962,687
                
                
                
                6.94
                %Installment
                
                
                3,888,055
                
                
                
                155,532
                
                
                
                8.07
                %
                
                
                4,608,113
                
                
                
                189,553
                
                
                
                8.27
                %Total
      loans
                
                
                213,691,699
                
                
                
                6,873,795
                
                
                
                6.49
                %
                
                
                218,656,965
                
                
                
                7,556,135
                
                
                
                6.95
                %Allowance
      for loan losses
                
                
                2,102,059
                
                
                
                
                
                
                
                
                
                
                
                2,402,319Total
      loans, net of allowance
                
                
                211,589,640
                
                
                
                6,873,795
                
                
                
                6.55
                %
                
                
                216,254,646
                
                
                
                7,556,135
                
                
                
                7.03
                %Total
      interest-earning assets
                
                
                232,849,707
                
                
                
                7,179,629
                
                
                
                6.22
                %
                
                
                242,571,233
                
                
                
                8,147,913
                
                
                
                6.75
                %Non-interest-bearing
      cash
                
                
                6,090,405
                
                
                
                
                
                
                
                
                
                
                
                4,841,992Premises
      and equipment
                
                
                6,496,206
                
                
                
                
                
                
                
                
                
                
                
                6,001,812Other
      assets
                
                
                5,818,764
                
                
                
                
                
                
                
                
                
                
                
                4,664,581Total
      assets
                
                $
                251,255,082
                
                
                
                
                
                
                
                
                
                
                $
                258,079,618Liabilities
      and Stockholders’ EquityInterest-bearing
      DepositsSavings
      and NOW deposits
                
                $
                33,334,460
                
                
                
                37,674
                
                
                
                0.23
                %
                
                $
                36,604,766
                
                
                
                57,250
                
                
                
                0.31
                %Money
      market and supernow
                
                
                17,261,210
                
                
                
                43,185
                
                
                
                0.50
                %
                
                
                17,374,889
                
                
                
                95,959
                
                
                
                1.11
                %Other
      time deposits
                
                
                84,740,974
                
                
                
                1,445,249
                
                
                
                3.44
                %
                
                
                79,891,507
                
                
                
                1,674,687
                
                
                
                4.22
                %Total
      interest-bearing deposits
                
                
                135,336,644
                
                
                
                1,526,108
                
                
                
                2.27
                %
                
                
                133,871,162
                
                
                
                1,827,896
                
                
                
                2.75
                %Borrowed
      funds
                
                
                52,178,344
                
                
                
                843,841
                
                
                
                3.26
                %
                
                
                59,604,508
                
                
                
                1,306,085
                
                
                
                4.41
                %Total
      interest-bearing liabilities
                
                
                187,514,988
                
                
                
                2,369,950
                
                
                
                2.55
                %
                
                
                193,475,670
                
                
                
                3,133,981
                
                
                
                3.26
                %Noninterest-bearing
      deposits
                
                
                32,608,970
                
                
                
                
                
                
                
                
                
                
                
                33,514,276220,123,958
                
                
                
                
                
                
                
                
                
                
                
                226,989,946Other
      liabilities
                
                
                2,385,260
                
                
                
                
                
                
                
                
                
                
                
                2,063,435Stockholders’
      equity
                
                
                28,745,864
                
                
                
                
                
                
                
                
                
                
                
                29,026,237Total
      liabilities and stockholders equity
                
                $
                251,255,082
                
                
                
                
                
                
                
                
                
                
                $
                258,079,618Net
      interest spread
                
                
                
                
                
                
                
                
                
                
                3.67
                %
                
                
                
                
                
                
                
                
                
                
                3.49
                %Net
      interest income
                
                
                
                
                
                $
                4,809,679
                
                
                
                
                
                
                
                
                
                
                $
                5,013,932Net
      margin on interest-earning assets
                
                
                
                
                
                
                
                
                
                
                4.17
                %
                
                
                
                
                
                
                
                
                
                
                4.16
                %





Interest
on tax-exempt loans and investments are reported on fully taxable equivalent
basis (a non GAAP financial measure).


- 18
-





Provision
for Loan Losses





The provision for loan losses was
$855,000 for the first six months of 2009, compared to $600,000 for the same
period of 2008.  The increase in the provision was in response to the
increase in net charge-offs, and specific allocations for impaired
loans.  Additional information regarding risk elements in the loan
portfolio, the provision for loan losses and management’s assessment of the
adequacy of the allowance for loan losses are discussed below in the section
entitled “Loan Quality”.





Noninterest
Revenue





Noninterest
revenue for the three- and six-month periods ended June 30, 2009 totaled
$594,258 and $1,417,063, respectively, which represent increases of 8.02% and
7.18% over $550,128 and $1,322,169, respectively, for the same periods in
2008.  The increases resulted from a $94,598 or 14.33% increase in
commission income earned by the Insurance Agency during the first six months of
2009.  In addition, we experienced an increase in other noninterest
revenue of $27,883 or 16.40%, offset by a reduction of $27,587 or 5.61% in
service charges on deposit accounts, during the first six months of 2009 when
compared to the same period of 2008.





Noninterest
Expense





The Company recorded noninterest
expense of $1,922,944 and $3,685,799 for the three- and six-month periods ended
June 30, 2009, respectively, compared to $1,741,289 and $3,465,702,
respectively, for the same periods in 2008, representing increases of $181,655
or 10.43% and $220,097 or 6.35%, respectively.   The increases
are mainly attributable to increased salaries and employee benefits of $42,204
for the first six months of 2009.





Income
Tax Expense





The Company’s effective tax rate for
the three- and six-month periods ended June 30, 2009 was 35.9% and 37.1%,
respectively, compared to 37.1% and 37.0%, respectively, for the same periods in
2008.  The Company’s income tax expense was $214,098 and $605,201 for
the three- and six-months ended June 30, 2009, respectively, compared to
$284,808 and $817,423, respectively, for the same periods in
2008.  Decreases in income before income tax during the three- and
six-month periods ended June 30, 2009 contributed to the decreases in income tax
expense when compared to the same periods of last year.





FINANCIAL
CONDITION





Overview





Total
assets of the Company at June 30, 2009 were $249,823,002, compared to
$251,894,235 at December 31, 2008, representing a decrease of $2,071,233 or
0.82% from December 31, 2008.





Total
liabilities at June 30, 2009 were $221,087,342, compared to $223,451,311 at
December 31, 2008, representing a decrease of  $2,363,969 or
1.06%.





Stockholders’ equity was $28,735,660 as
of June 30, 2009, compared to $28,442,924 as of December 31, 2008, an increase
of $292,736.  The increase was due to net income for the period
totaling $1,025,250 less a $38,748 decrease in the unrealized gains on
securities available for sale net of income taxes and dividends paid to
stockholders of $693,766.


- 19
-





Return on average equity for the six
months ended June 30, 2009 was 7.19%, compared to 9.65% for the same period in
2008.  Return on average assets was 0.82% for the six months ended
June 30, 2009, compared to 1.09% for the same period in 2008.





Composition
of Loan Portfolio





At June 30, 2009, loans, net of
unearned income, were $207,601,259, a decrease of $7,078,690 since December 31,
2008.  Because loans are expected to produce higher yields than
investment securities and other interest-earning assets, the absolute volume of
loans and the volume as a percentage of total earning assets is an important
determinant of net interest margin.  Average loans, net of the
allowance for loan losses, were $211,589,640 and $216,254,646 during the first
six months of 2009 and 2008, respectively, which constituted 90.87% and 89.15%
of average interest-earning assets for the respective periods.  For
the six months ended June 30, 2009, our average loan to deposit ratio was
125.99%, compared to 129.20% for the six months ended June 30,
2008.  The securities sold under repurchase agreements function like
deposits, with the securities providing collateral in place of the FDIC
insurance.  Our ratio of average loans to deposits plus borrowed funds
was 96.12% for the six months ended June 30, 2009, compared to 95.27% for the
six months ended June 30, 2008.  The Company extends credit primarily
to customers located in and near the Maryland counties of Kent County, Queen
Anne’s County, and Cecil County.  There are no industry concentrations
in our loan portfolio.  A substantial portion of our loans are,
however, secured by real estate, and the real estate market in the region, which
is directly impacted by the local economy, will influence the performance of the
Company’s portfolio and the value of the collateral securing the
portfolio.





Loan
Quality




The allowance for loan losses
represents a reserve for potential losses in the loan portfolio.  The
adequacy of the allowance for loan losses is evaluated periodically based on a
review of all significant loans, with a particular emphasis on non-accruing,
past due, and other loans that management believes require
attention.  The determination of the reserve level rests upon
management's judgment about factors affecting loan quality and assumptions about
the economy.  Management believes that the allowance as of June 30,
2009 is adequate to cover possible losses in the loan portfolio identified as of
that date; however, management's judgment is based upon a number of assumptions
about future events, which are believed to be reasonable, but which may not
prove valid.  Thus, there can be no assurance that charge-offs in
future periods will not exceed the allowance for loan losses or that additional
increases in the loan loss allowance will not be required.





For significant problem loans,
management's review consists of evaluation of the financial strength of the
borrowers and guarantors, the related collateral, and the effects of economic
conditions.  The overall evaluation of the adequacy of the total
allowance for loan losses is based on an analysis of historical loan loss
ratios, loan charge-offs, delinquency trends, and previous collection
experience, along with an assessment of the effects of external economic
conditions.  This allowance may be increased to accommodate reserves
for specific loans identified as substandard during management's loan
review.  Net recoveries and/or decreases in loans may cause the
allowance as a percentage of gross loans to exceed our
target.  Historically, our regulators have discouraged negative
provisions, however, management would consider a negative provision if
warranted.





The provision for loan losses is a
charge to earnings in the current period to replenish the allowance and maintain
it at a level management has determined to be adequate.


- 20
-





The allowance for loan losses
increased to $2,302,782 at June 30, 2009, compared to $2,001,739 at December 31,
2008.  The provision for loan losses was $855,000 for the first six
months of 2009, compared to $600,000 for the same period of 2008.  The
increase in the provision for loan losses in the first six months of 2009 when
compared to the same period of 2008 was in response to the increase in net
charge-offs, the results of our quarterly review of the adequacy of the factors
discussed previously, and specific allocations for impaired loans.  As
of June 30, 2009 and December 31, 2008, the allowance for loan losses compared
to gross loans was 1.10% and 0.92%, respectively.  As part of our loan
review process, management has noted an increase in foreclosures and
bankruptcies in the geographic areas where we operate.  Additionally,
the current economic environment has caused a decline in real estate
sales.  Consequently, we have closely reviewed and applied sensitivity
analysis to collateral values to more adequately measure potential future
losses.  Where necessary, we have obtained new appraisals on
collateral.  Specific allocations of the allowance have been provided
in these instances where losses may occur.





The following table sets forth
activity in the allowance for loan losses for the periods
indicated:





Allowance
for Loan Losses


Six
      months ended
                
                
                Six
      months ended
                
                
                Year
      endedJune
      30,
                
                
                June
      30,
                
                
                December
      31,2009
                
                
                2008
                
                
                2008Balance
      at beginning of year
                
                $
                2,001,739
                
                
                $
                2,328,792
                
                
                $
                2,328,792Loan
      losses:Commercial
                
                
                283,373
                
                
                
                1,163,214
                
                
                
                1,452,890Mortgages
                
                
                254,776
                
                
                
                0
                
                
                
                570,665Consumer
                
                
                28,769
                
                
                
                11,410
                
                
                
                66,142Total
      loan losses
                
                
                566,918
                
                
                
                1,174,624
                
                
                
                2,089,697Recoveries
      on loans previously charged offCommercial
                
                
                6,281
                
                
                
                1,000
                
                
                
                4,688Mortgages
                
                
                3,207
                
                
                
                0
                
                
                
                40,000Consumer
                
                
                3,473
                
                
                
                2,506
                
                
                
                2,956Total
      loan recoveries
                
                
                12,961
                
                
                
                3,506
                
                
                
                47,644Net
      loan losses
                
                
                553,957
                
                
                
                1,171,118
                
                
                
                2,042,053Provision
      for loan losses charged to expense
                
                
                855,000
                
                
                
                30,000
                
                
                
                1,715,000Balance
      at end of year
                
                $
                2,302,782
                
                
                $
                1,757,674
                
                
                $
                2,001,739Allowance
      for loan losses to gross loans outstanding at end of
period
                
                
                1.10
                %
                
                
                0.81
                %
                
                
                0.92
                %





Management believes it has identified
and charged off all significant losses in the loan portfolio.  The
ratio of the allowance for loan losses to loans outstanding has increased due to
this effort to adequately fund our reserve for losses.  Although
management believes it has identified all significant losses in the portfolio,
there can be no assurance that additional losses will not occur in future
periods.





As a result of management's ongoing
review of the loan portfolio, loans are classified as nonaccrual when it is not
reasonable to expect collection of interest under the original
terms.  These loans are classified as nonaccrual even though the
presence of collateral or the borrower's financial strength may be sufficient to
provide for ultimate repayment.  Interest on nonaccrual loans is
recognized only when received. A loan is generally placed in nonaccrual status
when it is specifically determined to be impaired and it becomes 90 days or more
past due. When a loan is placed in nonaccrual status, all interest that had been
accrued on the loan but remains unpaid is reversed and deducted from earnings as
a reduction of reported interest income.  No additional interest is
accrued on the loan balance until the collection of both principal and interest
becomes reasonably certain.


- 21
-





The Company had loans past due 90
days or more, including nonaccrual loans, of $6,261,635 and $5,162,535 at June
30, 2009 and December 31, 2008, respectively.  These loans are
detailed below:




Risk
Elements of Loan Portfolio


June 30, 2009
                                
                                
                                December 31, 2008Nonaccrual
      LoansCommercial
                                
                                $
                                495,579
                                
                                
                                $
                                2,639,972Mortgage
                                
                                
                                2,386,098
                                
                                
                                
                                1,030,685Consumer
                                
                                
                                0
                                
                                
                                
                                02,881,677
                                
                                
                                
                                3,670,657Accruing
      Loans Past Due 90 Days or MoreCommercial
                                
                                
                                194,754
                                
                                
                                
                                19,540Mortgage
                                
                                
                                3,146,160
                                
                                
                                
                                1,447,221Consumer
                                
                                
                                39,044
                                
                                
                                
                                25,1173,379,958
                                
                                
                                
                                1,491,878$
                                6,261,635
                                
                                
                                $
                                5,162,535





Gross interest income of $220,794 for
the first half of 2009, $217,573 for fiscal year 2008 and $174,969 for the first
half of 2008 would have been recorded if nonaccrual loans had been current and
performing in accordance with their original terms.  Interest actually
recorded on such loans was $15,195 for the first half of 2009, $9,683 for fiscal
year 2008 and $3,358 for the first half of 2008.





Loans are
classified as impaired when the collection of contractual obligations, including
principal and interest, is doubtful.  Management believes it has
identified all significant impaired loans as of June 30, 2009 and has made the
appropriate charge to the Bank’s loan loss reserve.





Deposits
and Other Interest-Bearing Liabilities





Average interest-bearing deposits
increased $1,465,482 or 1.09% to $135,336,644 for the six months ended June 30,
2009, from $133,871,162 for the same period in 2008.  Average
noninterest-bearing deposits decreased $905,306 or 2.70% to $32,608,970 for the
six months ended June 30, 2009, from $33,514,276 for the same period in
2008.  Average total deposits have increased 0.33% or $560,176 to
$167,945,614 for the six months ended June 30, 2009 from $167,385,438 for the
same period in 2008.  Borrowings, primarily from the FHLB of Atlanta
to fund loan demand, decreased to $35,000,000 from $43,000,000 at December 31,
2008, a decrease of 18.60%.





Deposits,
particularly core deposits, have been our primary source of funding and have
enabled us to meet both our short-term and long-term liquidity
needs.  Management anticipates that deposits will grow and continue to
be our primary source of funding for the foreseeable future.  It
should be noted, however, that investor confidence in alternatives to deposit
accounts, which may pay yields that are higher than those paid on deposits,
typically increases when the economy and stock markets perform
well.  Increased investor confidence in nondeposit investment products
in future periods would likely have an adverse impact on our deposit
growth.  In addition, changes in governmental monetary policy,
especially interest rates, may impact our ability to attract and retain
deposits.





Short-Term
Borrowings




The following table sets forth our
position with respect to short-term borrowings for June 30, 2009 and December 31
2008.


- 22
-





June
      30, 2009
                                
                                
                                December
      31, 2008Amount
                                
                                
                                Rate
                                
                                
                                Amount
                                
                                
                                RateFederal
      Home Loan Bank (daily re-price)
                                
                                $
                                0
                                
                                
                                
                                -
                                %
                                
                                $
                                5,000,000
                                
                                
                                
                                .46
                                %Retail
      Repurchase Agreements
                                
                                
                                5,078,787
                                
                                
                                
                                .58
                                %
                                
                                
                                9,959,539
                                
                                
                                
                                .21
                                %Federal
      Funds Borrowed
                                
                                
                                0
                                
                                
                                
                                -
                                %
                                
                                
                                2,170,000
                                
                                
                                
                                .53
                                %Total
                                
                                $
                                5,078,787
                                
                                
                                
                                
                                
                                
                                $
                                17,129,539





We may borrow up to approximately 30%
of total assets from the FHLB of Atlanta through any combination of notes or
line of credit advances.  Both the notes payable and the line of
credit are secured by a floating lien on all of our real estate mortgage
loans.  The Bank was required to purchase shares of capital stock in
the FHLB of Atlanta as a condition to obtaining the line of credit.





We provide collateral of 105% of the
repurchase agreement balances by pledging U.S. Government Agency
securities.





As of
June 30, 2009, the Bank had lines of credit of $16,500,000 in unsecured
overnight federal funds and $5,000,000 in secured overnight federal funds with
correspondent banks.





Liquidity
and Capital Resources





Liquidity describes our ability to meet
financial obligations that arise out of the ordinary course of
business.  Liquidity is needed primarily to fund loans, meet depositor
withdrawal requirements, and fund current and planned
expenditures.  The Company derives liquidity through increased
customer deposits, maturities in the investment portfolio, loan repayments and
income from earning assets.  To the extent that deposits are not
adequate to fund customer loan demand, liquidity needs can be met in the
short-term funds markets through lines of credit totaling $21,500,000 from
correspondent banks, namely, the Community Bank and M & T
Bank.  The Bank is also a member of the FHLB of Atlanta, which
provides another source of liquidity through a secured line of credit in the
amount of $42,672,299 of which $35,000,000 has been advanced as of June 30,
2009.  There were no short-term borrowings at June 30, 2009 with the
FHLB of Atlanta, compared to $5,000,000 as of December 31, 2008.  We
also have the ability to borrow secured funds through the Federal Reserve’s
Discount window as necessary.





Bank regulatory agencies have adopted
various capital standards, including risk-based capital standards, that apply to
financial institutions like the Company.  The primary objectives of
the risk-based capital framework are to provide a more consistent system for
comparing capital positions of financial institutions and to take into account
the different risks among financial institutions’ assets and off-balance sheet
items.





Risk-based capital standards have been
supplemented with requirements for a minimum Tier 1 capital to assets ratio
(leverage ratio).  In addition, regulatory agencies consider the
published capital levels as minimum levels and may require a financial
institution to maintain capital at higher levels.  A comparison of the
Company’s capital ratios (on a consolidated basis) as of June 30, 2009 to the
minimum ratios required by federal banking regulators is presented
below.





Minimum
                    
                    
                    To
      be wellActual
                    
                    
                    Requirements
                    
                    
                    capitalizedTier
      1 risk-based capital
                    
                    
                    13.29
                    %
                    
                    
                    4.00
                    %
                    
                    
                    6.00
                    %Total
      risk-based capital
                    
                    
                    14.40
                    %
                    
                    
                    8.00
                    %
                    
                    
                    10.00
                    %Leverage
      ratio
                    
                    
                    11.09
                    %
                    
                    
                    4.00
                    %
                    
                    
                    5.00
                    %


- 23
-





Item
3.  Quantitative and Qualitative Disclosures About Market
Risk.





The Company is a “smaller reporting
company” and is not required to include the information required by this
item.





Item
4.  Controls and Procedures.





We maintain disclosure controls and
procedures that are designed to ensure that information required to be disclosed
in the reports that Peoples Bancorp, Inc. files under the Securities and
Exchange Act of 1934 with the Securities and Exchange Commission, such as this
quarterly report, is recorded, processed, summarized and reported within the
time periods specified in those rules and forms, and that such information is
accumulated and communicated to management, including the President and Chief
Executive Officer (the “CEO”), who also serves as the Chief Financial Officer
(the “CFO”), to allow for timely decisions regarding required
disclosure.  A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met.  Further, the design of a
control system must reflect the fact that there are resource constraints, and
the benefits of controls must be considered relative to their
costs.  These inherent limitations include the realities that
judgments in decision-making can be faulty, and that breakdowns can occur
because of simple error or mistake.  Additionally, controls can be
circumvented by the individual acts of some persons, by collusion of two or more
people, or by management override of the control.  The design of any
system of controls also is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions;
over time, control may become inadequate because of changes in conditions, or
the degree of compliance with the policies or procedures may
deteriorate.





An evaluation of the effectiveness of
these disclosure controls was carried out as of June 30, 2009 under the
supervision and with the participation of management, including the
CEO.  Based on that evaluation, the Company’s management, including
the CEO, has concluded that our disclosure controls and procedures are, in fact,
effective at the reasonable assurance level.





During the second quarter of 2009,
there was no change in our internal control over financial reporting that has
materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.





PART
II - OTHER INFORMATION




Item
1.             
Legal Proceedings.





None.


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Item
1A.           Risk
Factors.





The risks and uncertainties to which
our Company’s financial condition and operations are subject are discussed in
detail in Item 1A of Part I of the Annual Report of Peoples Bancorp, Inc. on
Form 10-K for the year ended December 31, 2008.  Management does not
believe that any material changes in these risk factors have occurred since
December 31, 2008.





Item
2.              Unregistered
Sales of Equity Securities and Use of Proceeds.





None.





Item
3.                               
 Defaults Upon Senior Securities.




Not applicable.





Item
4.              Submission
of Matters to a Vote of Security Holders.





At the Annual Meeting of Stockholders
held on May 27, 2009, the stockholders of Peoples Bancorp, Inc. were asked to
vote upon the election of 12 directors to serve on the Board of Directors of
Peoples Bancorp, Inc. for one-year terms and until their successors are duly
elected and qualify (“Proposal 1”).  The stockholders also were asked
to ratify the selection of Rowles & Company, LLP as our independent
registered public accounting firm for 2009 (“Proposal 2”).  The Board
of Directors submitted these matters to a vote through the solicitation of
proxies.





The results of Proposal 1 were as
follows:


Nominees
                    (terms expire 2009)
                  
                  For
                  
                  
                  Against
                  
                  
                  Abstain
                  
                  
                  Broker
                    Non-VotesE.
      Jean Anthony.
                  
                  
                  582,532
                  
                  
                  
                  300
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Robert
      W. Clark, Jr.
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156LaMonte
      E. Cooke
                  
                  
                  582,382
                  
                  
                  
                  450
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Gary
      B. Fellows
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Herman
      E. Hill, Jr.
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Patricia
      Joan Ozman Horsey
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156P.
      Patrick McClary
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Alexander
      P. Rasin, III
                  
                  
                  581,632
                  
                  
                  
                  1,200
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Stefan
      R. Skipp
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Thomas
      G. Stevenson
                  
                  
                  581,632
                  
                  
                  
                  1,200
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156Elizabeth
      A. Strong
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156William
      G. Wheatley
                  
                  
                  582,832
                  
                  
                  
                  0
                  
                  
                  
                  1,002
                  
                  
                  
                  8,156





The results of Proposal 2 were as
follows:  584,362 votes for the proposal; 102 votes against the
proposal; 1,320 abstentions; and 8,156 broker non-votes.





Item
5.              Other
Information.





None.


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-


Item
6.               Exhibits.





The exhibits filed or furnished with
this report are listed in the Exhibit Index that immediately follows the
signatures, which Index is incorporated herein by reference.





SIGNATURES





Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has causedthis report to be signed
on its behalf by the undersigned thereunto duly authorized.





PEOPLES
      BANCORP, INC.Date:  August
      13, 2009
                By:
                /s/
      Thomas G. StevensonThomas
      G. StevensonPresident/Chief
      Executive Officer&
      Chief Financial
Officer


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-


EXHIBIT
INDEX





Exhibit No.
                
                Description31.1
                
                Certifications
      of the CEO/CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
      (filed herewith)32.1
                
                Certifications
      of the CEO/CFO pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (furnished
herewith)


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