UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~July~~ April 18, ~~2011~~2012

Peoples Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Maryland	0-24169	52-2027776
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation 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)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~o Written~~¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~o Soliciting~~¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201. ~~Results~~ ofOther ~~Operation and Financial Condition~~Events.

~~The~~On ~~information~~April ~~required~~18, by2012, ~~this~~the ~~Item~~Board 2of Directors of Peoples Bancorp, Inc.02 is(the ~~contained~~“Corporation”) invoted ~~Item~~to ~~7.01~~terminate the registration of ~~this~~the ~~report~~Corporation’s common stock under Section 12(g) of the Securities Exchange Act of 1934 (the “Exchange Act”). On that same date, ~~which~~the isCorporation filed ~~incorporated~~a ~~herein~~Form 15 with the Securities and Exchange Commission pursuant to Section 12(g)(4) of the Exchange Act, as amended by ~~reference~~the Jumpstart Our Business Startups Act, to effect such termination. The termination will be effective 90 days, or such shorter period as the Securities and Exchange Commission may determine, after the filing of the Form 15.

~~Item 7.01 Regulation FD Disclosure.~~SIGNATURES

OnPursuant ~~July~~to ~~22,~~the ~~2011,~~requirements ~~Peoples~~of ~~Bancorp,~~Section 13 ~~Inc.~~or 15(~~the “Company”~~d) ~~issued~~of ~~a letter to stockholders in which it described certain financial results for~~ the ~~six~~Securities ~~months~~Exchange ~~ended~~Act ~~June~~of 301934, ~~2011 and disclosed that~~ the ~~Board~~registrant ofhas ~~Directors~~duly ~~voted~~caused onthis ~~July~~report ~~18, 2011~~ to ~~eliminate~~be ~~the~~signed ~~quarterly cash dividend~~ on ~~the~~its ~~shares~~behalf ofby the undersigned, ~~Company’s~~thereunto ~~common~~duly ~~stock~~authorized. ~~A copy of the letter to stockholders is furnished herewith as Exhibit 99.1.~~

The information contained in Item 2.02, this Item 7.01 and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

	PEOPLES BANCORP, INC.


Dated: April 19, 2012	By:	/s/ Thomas G. Stevenson
		Thomas G. Stevenson President, CEO and CFO

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 99.1 Letter to stockholders dated July 22, 2011 (furnished herewith).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PEOPLES BANCORP, INC.
Dated: July 22, 2011	By:	/s/ Thomas G. Stevenson
		Thomas G. Stevenson
		President, CEO and CFO

Exhibit Index

Exhibit

Number Description

99.1 Letter to stockholders dated July 22, 2011 (furnished herewith).

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