UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549
                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                       For the quarter ended September 30, 1997
                         Commission File Number 1-13253

                           THE PEOPLES HOLDING COMPANY
             -------------------------------------------------------
           (Exact name of the registrant as specified in its charter)

                             MISSISSIPPI 64-0676974
        ------------------------ --------------------------------------
        (State of Incorporation) (I.R.S. Employer Identification Number)

            209 Troy Street, P. O. Box 709, Tupelo, Mississippi 38801
           ----------------------------------------------------------
                    (Address of principal executive offices)

         Registrant's telephone number including area code 601-680-1001

 Indicate by check 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, and (2) has been subject to such filing requirements
                             for the past 90 days.
                                 YES__X__NO_____

  Indicate the number of shares outstanding of each of the issuer's classes of
                common stock, as to the latest practicable date.

            Common stock, $5 Par Value, 3,906,675 shares outstanding
                               as of November 12, 1997




















                                       1

THE PEOPLES HOLDING COMPANY INDEX PART 1. FINANCIAL INFORMATION PAGE Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheets - September 30, 1997 and December 31, 1996............. 3 Consolidated Statements of Income - Nine Months Ended September 30, 1997 and 1996.................... 4 Consolidated Statements of Income - Three Months Ended September 30, 1997 and 1996.................... 4 Consolidated Statements of Cash Flows Nine Months Ended September 30, 1997 and 1996........ 5 Notes to Consolidated Financial Statements................ 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.................. 7 PART II. OTHER INFORMATION Item 1. Legal Proceedings....................................... 12 Item 6.(b) Reports on Form 8-K..................................... 12 Signatures.............................................. 12 2

THE PEOPLES HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS SEPTEMBER 30 DECEMBER 31 1997 1996 ------------ ----------- (Unaudited) (Note 1) Assets Cash and due from banks ................ $ 37,750,511 $ 38,374,641 Federal Fund Sold ...................... 8,500,000 ---------- ---------- 37,750,511 46,874,641 Interest bearing balances with banks .... 195,638 1,824,031 Securities held-to-maturity (market value-$55,597,670 and $52,334,931 at September 30, 1997 and December 31, 1996, respectively) .................. 54,916,391 52,051,251 Securities available-for-sale (amortized cost-$206,058,086 and $193,696,615 at September 30, 1997 and December 31, 1996, respectively) .... 206,718,210 194,058,997 Loans .................................. 610,453,313 562,752,505 Allowance for loan losses ........... (9,509,604) (9,309,354) ----------- ------------ Net Loans ..................... 600,943,709 553,443,151 Premises and equipment ................. 22,307,934 21,559,955 Other assets ........................... 23,654,105 23,277,326 ----------- ------------ Total Assets .................. $ 946,486,498 $ 893,089,352 =========== ============ Liabilities Deposits: Noninterest-bearing ................. $ 115,110,442 $ 118,638,526 Certificates of deposit exceeding $100,000 ........................ 91,048,221 89,435,562 Interest bearing .................... 586,007,708 564,767,920 ------------ ------------ Total Deposits ............ 792,166,371 772,842,008 Treasury tax and loan note account ..... 9,843,339 6,354,142 Borrowings ............................. 35,408,161 11,174,638 Other liabilities ...................... 13,042,564 12,157,744 ------------ ------------ Total Liabilities ......... 850,460,435 802,528,532 Shareholders' Equity Common Stock, $5 par value-7,500,000 authorized, 3,906,675 shares issued and outstanding at September 30, 1997 and December 31, 1996, respectively ....... 19,533,375 19,533,375 Additional paid-in capital .............. 39,875,796 39,875,796 Unrealized gains on securities available-for-sale, net of tax ........ . 413,898 227,214 Retained earnings ....................... 36,202,994 30,924,435 ------------ ------------ Total Shareholders' Equity .... 96,026,063 90,560,820 ------------ ------------ Total Liabilities and Shareholders' Equity ........ $ 946,486,498 $ 893,089,352 ============ ============ See Notes to Consolidated Financial Statements 3

THE PEOPLES HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF INCOME NINE MONTHS ENDED SEPTEMBER 30 THREE MONTHS ENDED SEPTEMBER 30 1997 1996 1997 1996 ---- ---- ---- ---- (Unaudited) (Unaudited) Interest Income Loans ................................ $ 40,994,008 $ 37,534,320 $ 14,230,002 $ 12,764,539 Securities: Taxable ......................... 9,943,123 9,152,374 3,331,861 3,068,053 Tax-exempt ...................... 2,169,936 2,116,570 738,664 768,450 Other ................................ 429,910 671,362 69,914 126,852 ------- ------- ----- ----- Total interest income ...... 53,536,977 49,474,626 18,370,441 16,727,894 Interest Expense Time deposits exceeding $100,000 ..... 3,734,644 2,857,708 1,324,979 1,014,664 Other deposits ....................... 18,770,200 17,730,990 6,505,095 5,842,221 Borrowings .......................... 952,403 300,842 325,709 157,168 ------- ------- ------ ------ Total interest expense ..... 23,457,247 20,889,540 8,155,783 7,014,053 ---------- ---------- --------- --------- Net interest income ........ 30,079,730 28,585,086 10,214,658 9,713,841 Provision for loan losses .................. 1,709,999 1,894,808 569,999 634,358 --------- --------- ------- ------- Net interest income after provision for loan losses .. 28,369,731 26,690,278 9,644,659 9,079,483 Noninterest income: Service charges on deposit accounts .. 4,991,342 4,888,371 1,703,669 1,676,670 Fees and commissions ................. 1,589,998 1,299,305 598,878 462,852 Trust revenue ........................ 449,100 405,000 149,700 135,000 Security gains ....................... 155,256 191,723 77,545 30,300 Other ................................ 1,582,188 1,176,964 529,613 380,427 ------- ------- ------- ------- Total noninterest income ... 8,767,884 7,961,363 3,059,405 2,685,249 Noninterest expenses: Salaries and employee benefits ....... 14,587,616 13,984,828 5,141,501 4,727,575 Net occupancy ........................ 1,865,637 1,649,284 618,275 530,204 Equipment ............................ 1,328,908 1,146,504 470,791 399,860 Other ................................ 8,295,430 8,075,320 2,868,765 2,843,150 --------- --------- --------- --------- Total noninterest expenses . 26,077,591 24,855,936 9,099,332 8,500,789 ---------- ---------- --------- --------- Income before income taxes ................. 11,060,024 9,795,705 3,604,732 3,263,943 Income taxes ............................... 3,281,193 2,946,622 1,057,456 985,198 --------- --------- --------- --------- Net income ................. $ 7,778,831 $ 6,849,083 $ 2,547,276 $ 2,278,745 ========== ========== ============ ============ Earnings per share ........................ $ 1.99 $ 1.75 $ .65 $ .58 ====== ====== ====== ====== Weighted average shares outstanding ....... 3,906,675 3,906,675 3,906,675 3,906,675 ========= ========= ========= ========= See Notes to Consolidated Financial Statements 4

THE PEOPLES HOLDING COMPANY AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30 1997 1996 ---- ---- (Unaudited) Operating Activities Net Income ............................. $ 7,778,831 $ 6,849,083 Adjustments to reconcile net income to net cash provided by operating activities: Provision for loan losses .............. 1,709,999 1,894,808 Provision for depreciation and amortization ...................... 1,727,168 1,604,176 Net amortization of securities premiums/discounts ..... 689,489 84,331 Losses (gains) on sales/calls of securities ........................ 40,990 (191,723) Increase in other liabilities .......... 884,820 1,205,183 Deferred income taxes (credits)......... (57,495) 180,740 Losses (gains) on sales of premises and equipment ............ 154,812 (78,651) Increase in other assets ............... (17,970) (1,087,010) -------- -------- Net Cash Provided by Operating Activities ................... 12,910,644 10,460,937 Investing Activities Net decrease in balances with other banks .................. 1,628,393 8,706,776 Proceeds from maturities/calls of securities held-to-maturity ....... 3,169,191 2,361,056 Proceeds from maturities/calls of securities available-for-sale ..... 47,238,184 42,748,943 Proceeds from sales of securities available-for-sale ..... 48,987,655 23,691,723 Purchases of securities held-to-maturity .................. (6,512,000) (7,367,988) Purchases of securities available-for-sale ................ (108,840,120) (95,791,972) Net increase in loans .................. (50,038,207) (28,253,132) Proceeds from sales of premises and equipment ..................... 120,458 84,636 Purchases of premises and equipment .... (2,335,139) (1,546,377) ---------- ---------- Net Cash Used in Investing Activities ................... (66,581,585) (55,366,335) Financing Activities Net increase (decrease) in noninterest-bearing deposits ...... (3,528,084) 1,745,022 Net increase in certificate of deposits exceeding $100,000 ................. 1,612,659 13,179,421 Net increase in other interest-bearing deposits .......... 21,239,788 3,265,982 Net increase in treasury tax and loan note account ......... 3,489,197 7,599,505 Net increase in borrowings ............. 24,233,523 5,721,845 Cash dividends paid .................... (2,500,272) (2,192,469) ---------- ---------- Net Cash Provided by Financing Activities ................... 44,546,811 29,319,306 ---------- ---------- Decrease in Cash and Cash Equivalents ......... (9,124,130) (15,586,092) Cash and Cash Equivalents at beginning of period ............... 46,874,641 63,918,819 ---------- ---------- Cash and Cash Equivalents at end of period ..................... $ 37,750,511 $ 48,332,727 ============ ============ Non-cash transactions: Transfer of loans to other real estate .............................. $ 827,650 $ 1,405,909 ============ ============ See Notes to Consolidated Financial Statements 5

THE PEOPLES HOLDING COMPANY AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 1997 Note 1 Basis of Presentation: The consolidated balance sheet at December 31, 1996, has been derived from the audited financial statements at that date. The accompanying unaudited consolidated financial statements reflect all adjustments (consisting only of normally recurring accruals) which are, in the opinion of management, necessary for a fair statement of the results for the interim periods presented. The statements should be read in conjunction with the notes to consolidated financial statements included in the Registrant's annual report for the year ended December 31, 1996. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with the rules of the Securities and Exchange Commission. Note 2 Earnings Per Share In February 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 128, "Earnings Per Share". Statement No. 128 simplifies the calculation of earnings per share (EPS) standards, and is effective for both interim and annual periods ending after December 15, 1997. The Company does not believe that the adoption of this statement will have a material effect on its consolidated financial position or results of operations. Note 3 Other Accounting Pronouncements In June 1997, the FASB issued SFAS No. 130, "Reporting Comrehensive Income." SFAS No. 130 establishes standards for the reporting and display of comprehensive income and its components in a full set of general purpose financial statements. The Statement was developed in response to financial statement users' concerns about the increasing number of items that bypass the income statement, such as changes in value of available-for-sale securities, and the effort required to analyze them. Because this Statement addresses how supplemental financial information is disclosed in annual and interim reports, the adoption will have no material impact on the financial statements. SFAS No. 130 will become effective in 1998. In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." SFAS No. 131 establishes standards for the reporting of financial information from operating segments, using the management approach, in annual and interim financial statements. This Statement requires that financial information be reported on the basis that it is reported internally for evaluating segment performance and deciding how to allocate resources to segments. Because this Statement addresses how supplemental financial information is disclosed in annual and interim reports, the adoption will have no material impact on the financial statements. SFAS No. 131 will become effective in 1998. 6

THE PEOPLES HOLDING COMPANY AND SUBSIDIARY MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Form 10-Q may contain or incorporate by reference statements which may constitute "forward-looking statements' within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities Exchange Act of 1934, as amended. Prospective investors are cautioned that any such forward-looking statements are not guarantees for future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Important factors currently known to management that could cause actual results to differ materially from those in forward-looking statements include significant fluctuations in interest rates, inflation, economic recession, significant changes in the federal and state legal and regulatory environment, significant underperformance in the Company's portfolio of outstanding loans, and competition in the Company's markets. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time. Financial Condition - ------------------- Total assets of The Peoples Holding Company grew from $893,089,352 on December 31, 1996, to $946,486,498 on September 30, 1997, or 5.98% for the nine month period. Total securities increased from $246,110,248 on December 31, 1996, to $261,634,601 on September 30, 1997, with the majority of growth in US Government Agencies and Mortgage-backed securities. Loans, net of unearned income, increased $47,700,808 or 8.48%. Approximately $23,580,000 of the increase in loans was in the third quarter of 1997. The increase in loan demand was temporarily funded by short term borrowings from the Federal Home Loan Bank. Total deposits for the first nine months of 1997 grew from $772,842,008 on December 31, 1996 to $792,166,371 on September 30, 1997, or an increase of 2.50%, with the majority of growth in time deposits. Borrowings increased $24,233,523 at September 30, 1997 compared to December 31, 1996, due to loan demand in the third quarter of 1997. The short term borrowings from the Federal Home Loan Bank have been repaid subsequent to September 30, 1997. The equity capital to total assets ratio was 10.15% and 10.14% for September 30, 1997 and December 31, 1996, respectively. Capital grew 6.03% from December 31, 1996 to September 30, 1997 due to record earnings. In addition, the Company continued paying higher dividends in 1997 compared to 1996. In the third quarter of 1997, the Company's shares began trading on the American Stock Exchange (AMEX), under the symbol PHC. 7

Results of Operations-September 30, 1997 compared to September 30, 1996 - ----------------------------------------------------------------------- The Company's net income for the nine month period ending September 30, 1997, was $7,778,831 representing an increase of $929,748 or 13.57% over net income for the nine month period ending September 30, 1996 which totaled $6,849,083. The majority of the increase in net income for the nine month period in 1997 compared to 1996 came from usual and customary deposit gathering and lending operations. Effective September 30, 1996, the Company was assessed a one-time charge of approximately $240,000 ($150,000 net of tax) by the Federal Deposit Insurance Corporation (FDIC) to re-capitalize the Savings Association Insurance Fund (SAIF). All Oakar financial institutions, those banks holding deposits that are insured by the SAIF, were assessed based on their deposit base at March 31, 1995. The annualized returns on average assets for the nine month periods ending September 30, 1997 and 1996 were 1.13% and 1.06%, respectively. Net income was $2,547,276 and $2,278,745 for the three months ending September 30, 1997 and 1996, respectively. The increase in net income is due to normal lending and deposit operations, combined with the SAIF assessment at September 30, 1996, previously mentioned. Net interest income, the difference between interest earned on assets and the cost of interest-bearing liabilities, is the largest component of the Company's net income. The primary items of concern in managing net interest income are the mix and maturity balance between interest-sensitive assets and related liabilities. Net interest income for the nine month periods ending September 30, 1997 and 1996 was $30,079,730 and $28,585,086, respectively. Net interest income was $10,214,658 and $9,713,841 for the three month periods ending September 30, 1997 and 1996, respectively. Earning assets averaged $853.1 million for the nine month period ending September 30, 1997, compared to $786.6 million for the same period in 1996. Net interest margin was 4.91% and 5.08% for the nine month periods ending September 30, 1997 and 1996, respectively. The decrease in net interest margin is due to the increase in the volume and rate of costing liabilities in 1997 and an increase in short-term borrowings in the third quarter of 1997 to fund loan growth. The provision for loan losses charged to operating expense is an amount which, in the judgement of management, is necessary to maintain the allowance for loan losses at a level that is adequate to meet the inherent risks of losses on the Company's current portfolio of loans. The appropriate level of the allowance is based on a quarterly analysis of the loan portfolio including consideration of such factors as the risk rating of individual credits, size and diversity of the portfolio, economic conditions, prior loss experience, and the results of periodic credit reviews by internal loan review and regulators. The provision for loan losses totaled $1,709,999 and $1,894,808 for the nine month periods ending September 30, 1997 and 1996, respectively. The allowance for loan losses as a percentage of loans outstanding was 1.56% and 1.65% as of September 30, 1997 and December 31, 1996, respectively. Net charge-offs to average loans was .25% and .32% for the nine month periods ending September 30, 1997 and 1996, respectively. 8

Noninterest income was $8,767,884 for the nine month period ending September 30, 1997, compared to $7,961,363 for the same period in 1996, or an increase of 10.13%. The increase between 1997 and 1996 is mainly due to fees associated with the increase in loans and deposits. The increase in fees and commissions are a result of increases in document preparation fees and student loan fees, while an increase in merchant processing and credit card revenue increased other income. The increase in deposits at September 30, 1997 compared to the same period in 1996 resulted in an increase in service charges. Noninterest income for the quarter ending September 30, 1997 increased $374,156 or 13.93% compared to the same period in 1996. As previously noted, the increase is mainly due to increased loan demand and deposit growth. Noninterest expenses were $26,077,591 for the nine month period ending September 30, 1997, compared to $24,855,936 for the same period in 1996, or an increase of 4.91%. Significant increases in noninterest expenses, comparing the nine months ending September 30, 1997 to same period in 1996, include incentive compensation, depreciation of new premises and equipment, credit card costs related to the introduction of a new affinity card, and computer processing costs associated with loan and deposit growth. The remaining components of noninterest expenses reflect normal increases for banking related expenses and general inflation in the cost of services and supplies purchased by the Company. Noninterest expenses for the quarter ending September 30, 1997 increased $598,543 or 7.04% compared to the same period in 1996. The significant increases mirror the same increases for the nine month period in 1997 compared to 1996. Income tax expense was $3,281,193 for the nine month period ending September 30, 1997, compared to $2,946,622 for the same period in 1996. The increase is due to increased profits for the nine month period ending September 30, 1996 compared to 1996. The Company continues to invest in assets whose earnings are given favorable tax treatment, which lowered the indicated tax rate from 30.08% for the nine months ending September 30, 1996 to 29.67% for the same period in 1997. Liquidity Risk Liquidity management is the ability to meet the cash flow requirements of customers who may be either depositors wishing to withdraw funds or borrowers needing assurance that sufficient funds will be available to meet their credit needs. Core deposits are a major source of funds used to meet cash flow needs. Maintaining the ability to acquire these funds as needed in a variety of money markets is a key to assuring liquidity. Approximately 89% of the Company's deposits are composed of accounts with balances less than $100,000. When evaluating the movement of these funds even during times of large interest rate changes, it is apparent that the Company continues to attract deposits that can be used to meet cash flow needs. Management continues to monitor the liquidity and potentially volatile liabilities ratios to ensure compliance with Asset-Liability Committee targets. These targets are set to ensure that the Company meets the liquidity requirements deemed necessary by management and regulators. 9

Other sources available for meeting the Company's liquidity needs include available-for-sale securities. The available-for-sale portfolio is composed of securities with a readily available market that can be used to convert to cash if the need arises. In addition, the Company may maintain a federal funds position that provides day-to-day funds to meet liquidity needs and may also obtain advances from the Federal Home Loan Bank (FHLB) or the treasury tax and loan note account, in order to meet liquidity needs. Historically, the Company has not relied upon these sources to meet long-term liquidity needs. Sources of funds derived from the FHLB are used primarily to match mortgage loan originations in order to minimize interest rate risk, but may be used to provide short-term funding. Capital Resources The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios. All banks are required to have core capital (Tier I) of at least 4% of risk-weighted assets (as defined), 4% of average assets (as defined), and total capital of 8% of risk-weighted assets (as defined). As of September 30, 1997, the Bank has met all capital adequacy requirements to which it is subject. 10

As of September 30, 1997, the most recent notification from the Federal Deposit Insurance Corporation (FDIC) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios of 10%, 6%, and 5%, respectively. In the opinion of management, there are no conditions or events since the last notification that have changed the institution's category. The Bank's actual capital amounts and applicable ratios are as follows: Actual Amount Ratio ------ ----- (000) As of September 30, 1997 Total Capital .................... $ 99,060 16.0% (to Risk Weighted Assets) Tier I Capital ................... $ 91,317 14.8% (to Risk Weighted Assets) Tier I Capital ................... $ 91,317 9.8% (to Adjusted Average Assets) As of December 31, 1996 Total Capital .................... $ 92,734 16.4% (to Risk Weighted Assets) Tier I Capital ................... $ 85,618 15.1% (to Risk Weighted Assets) Tier I Capital ................... $ 85,618 9.9% (to Adjusted Average Assets) Management recognizes the importance of maintaining a strong capital base. As the above ratios indicate, the Company exceeds the requirements for a well capitalized bank. Book value per share was $24.58 and $23.18 at September 30, 1997 and December 31, 1996, respectively. Quarterly cash dividends were $.22 per share during the third quarter of 1997, up from $.20 per share during the third quarter of 1996. The Company's capital policy is to evaluate future needs based on growth, earnings trends and anticipated acquisitions. Effective August 18, 1997, the Company's shares began trading on the American Stock Exchange (AMEX), under the symbol PHC. The first trade on AMEX lowered the spread from $2.25 per share to $.375 per share. This decision was in line with management's strategic initiatives to enhance the value of the Company's shares. 11

Part II. OTHER INFORMATION Item 1. Legal Proceedings There were no material proceedings pending at September 30, 1997, against the registrant or its subsidiary. Item 6(b) Reports on Form 8-K No reports on Form 8-K were filed in the third quarter ending September 30, 1997. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE PEOPLES HOLDING COMPANY --------------------------- Registrant DATE: November 12, 1997 /s/ John W. Smith --------------------------- John W. Smith President & Chief Executive Officer 12

  

9 1000 9-MOS DEC-31-1997 SEP-30-1997 37751 196 0 0 206718 54916 55598 610453 9510 946486 792166 10633 13043 15009 0 0 19533 76493 946486 40994 12113 430 53537 22505 23457 30080 1710 0 26078 11060 11060 0 0 7779 1.99 1.99 4.91 1277 2686 0 0 9309 1965 456 9510 9510 0 9510