frm13g.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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OMB
Approval
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OMB
Number: 3235-0145
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Expires: February
28, 2009
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Estimated
average burden
hours
per response...10.4
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SCHEDULE
13G
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Under
the Securities Exchange Act of 1934
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(Amendment
No. 2)*
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Peoples
Bancorp Inc.
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(Name
of Issuer)
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Common
Stock
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(Title
of Class of Securities)
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709789101
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(CUSIP
Number)
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Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
x ]
Rule 13d-1 (b)
[ ]
Rule 13d-1 (c)
[ ]
Rule 13d-1 (d)
*The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed
to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
("Act") or otherwise subject to the liabilities of that section of the Act
but
shall be subject to all other provisions of the Act (however, see the
Notes).
SEC
1745
(292)
CUSIP
No.
709789 10
1 13G
1.
NAMES OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE
PERSONS (ENTITIES ONLY)
Peoples
Bank, National
Association
31-1278433
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
N/A
(a) ___
(b) ___
3.
SEC USE ONLY
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
NUMBER
OF
5. SOLE VOTING
POWER
SHARES
BENEFICIALLY
309,180 Shares*
OWNED
BY
EACH
REPORTING
6. SHARED
VOTING POWER
PERSON
WITH
730,293 Shares*
7. SOLE
DISPOSITIVE POWER
178,991 Shares*
8. SHARED
DISPOSITIVE POWER
860,482 Shares*
*The
reporting person, and the officers and directors
of
the reporting person, disclaim beneficial ownership
of
all of these shares.
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,039,473
10.
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
N/A
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11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9 – 10.1%
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12.
TYPE OF REPORTING PERSON*
BK
*SEE
INSTRUCTIONS
Item
1(a). Name of
Issuer.
Peoples Bancorp
Inc.
Item
1
(b). Address of
Issuer's
Principal Executive Offices.
P.O.
Box 738
Marietta,
Ohio 45750
Item
2(a). Name of Person
Filing.
Peoples
Bank, National
Association
Item
2(b). Address of
Principal
Business Office or, if none, Residence.
P.O. Box 738
Marietta,
Ohio 45750
Item
2(c). Citizenship.
USA
Item
2(d). Title of
Class of
Securities.
Common Stock
Item
2(e). CUSIP
Number.
709789
10 1
Item
3.
The
reporting person is a bank as defined in section 3(a) (6) of the Act (15 U.S.C.
78c).
Item
4. Ownership.
(a) Amount
beneficially owned: 1,039,473
(b) Percent
of
Class: 10.1 %
(c) Number
of shares as to which such person has:
(i) Sole
power to vote or to direct the vote:
309,180
(ii) Shared
power to vote or to direct the vote:
730,293
(iii) Sole
power to dispose or to direct the
disposition
of:
178,991
(iv) Shared
power to dispose or to direct the
disposition
of:
860,482
(1) The
reporting person, and the officers and directors
of
the reporting person, disclaim beneficial ownership
of
these shares.
(2) Based
upon a total of 10,296,748 issued
and outstanding
shares.
Item
5. Ownership
of 5% or Less of a
Class.
Not
Applicable.
Item
6. Ownership
of More than 5% on
Behalf of Another Person.
Certain
of the trusts in which shares
of the issuer are invested and for which the reporting person is Trustee provide
for the grantor and/or beneficiaries to share in the direction of the dividends
and proceeds from the sale of issuer securities. No individual trust holds
more
than 5% of the total issued and outstanding shares of the
issuer.
Item
7. Identification and Classification of the Subsidiary
Which Acquired the Security
Being
Reported on by the
Parent Holding Company.
Not
Applicable.
Item
8. Identification
and
Classification of Members of the Group.
Not
Applicable.
Item
9. Notice of
Dissolution of
Group.
Not
Applicable.
Item
10. Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for
the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
The
Peoples Bank, National
Association
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By:/s/
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DAVID
T. WESEL |
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Print
Name:
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David
T. Wesel
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Its:
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Executive
Vice President & President, Peoples Financial Advisors
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Dated: As
of February 11, 2008