Item 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On January 22, 2009, the shareholders of Peoples Bancorp Inc. ("Peoples") adopted an amendment to Article FOURTH of Peoples' Amended Articles of Incorporation to authorize Peoples to issue up to 50,000 preferred shares. The preferred shares may be issued by Peoples' Board of Directors in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers, designations, preferences, rights, qualifications, limitations and restrictions as determined by the Board of Directors. On January 22, 2009, Peoples filed with the Secretary of State of the State of Ohio a Certificate of Amendment by Shareholders or Members (the "Certificate of Amendment") evidencing the amendment to Article FOURTH of Peoples' Amended Articles of Incorporation adopted by Peoples' shareholders. The Certificate of Amendment was effective upon filing. A copy of the Certificate of Amendment is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On January 23, 2009, Peoples issued a news release announcing the adoption of an amendment to Peoples' Amended Articles of Incorporation by its shareholders at a Special Meeting of Shareholders. The news release also announced the date of the 2009 Annual Meeting of Shareholders and nomination of four directors for re-election at the 2009 Annual Meeting of Shareholders. A copy of the news release is included as Exhibit 99 to this Current Report on Form 8-K.