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


                               November 19, 2002
                        ---------------------------------
                Date of Report (Date of Earliest Event Reported)


                           THE PEOPLES HOLDING COMPANY
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


                   Mississippi        1-13253        64-0676974
                 ---------------    -----------    -------------
                 (State or Other    (Commission    (I.R.S. Iden-
                 Jurisdiction of     File          tification
                 Incorporation)      Number)       Number)


                 209 Troy Street, Tupelo, Mississippi 38802-0709
                ------------------------------------- ----------
               (Address of Principal Executive Office) (Zip Code)

                  Registrant's Telephone Number: (662)680-1001

ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. ------------------------------------------------------------------- (a) The following exhibit is filed herewith: 99.1 Press Release, dated November 20, 2002, issued by The Peoples Holding Company. ITEM 9: REGULATION FD DISCLOSURE. ------------------------- At the close of business on November 20, 2002, The Peoples Holding Company issued a press release announcing the declaration of a quarterly cash dividend on its common stock of $.27 per share which reflects a $.01 per share increase in its quarterly cash dividend. The press release is filed as Exhibit 99.1 to this Form 8-K. SIGNATURE Pursuant to the requirements of The Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE PEOPLES HOLDING COMPANY --------------------------- Registrant /s/ E. Robinson McGraw --------------------------- E. Robinson McGraw President & Chief Executive Officer DATE: November 21, 2002

EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION -------------- ------------------------------------------- 99.1 Press Release, dated November 20, 2002, issued by The Peoples Holding Company.

EXHIBIT 99.1


                                       The Peoples Holding Company (AMEX:PHC)
                                       P.O. Box 709
                                       Tupelo, MS 38801-0709
                                       Phone: (662) 680-1001
                                       Fax: (662) 680-1234
                                       www.thepeoplesbankandtrust.com


Press Release
- --------------------------------------------------------------------
For additional information, contact:

        Jim Gray
        Executive Vice President, Investor Relations and Planning Director
        (662) 680-1217

        Stuart Johnson
        Executive Vice President and Chief Financial Officer
        (662) 680-1472

Date:  November 20, 2002


              PEOPLES HOLDING COMPANY INCREASES QUARTERLY DIVIDEND

At its monthly meeting on Tuesday,  November 19, 2002, the board of directors of
The Peoples  Holding  Company (AMEX:  PHC) declared an increase in the quarterly
cash  dividend from  twenty-six  cents ($.26) to  twenty-seven  cents ($.27) per
share.  The  dividend  is payable  January 2, 2003,  to  shareholders  of record
December 16, 2002. This action by the Company's board of directors increases the
annual cash  dividend to one dollar and eight cents  ($1.08) per share and marks
the  sixteenth  consecutive  year in  which  the  quarterly  dividend  has  been
increased.

In other action,  the board  approved  expensing the fair value of stock options
granted to employees, including options granted during the current year. This is
in  keeping  with  the  Financial  Accounting  Standards  Board  Statement  123,
"Accounting For Stock-based Compensation." Expensing the Company's stock options
will have a dilutive effect of approximately $.01 per share for 2002.  According
to President and CEO, E. Robinson  McGraw,  this  shareholder-oriented  step was
taken in response to the current national business climate,  and is in line with
the  Company's  historically  conservative  approach to business  and  financial
management.

The  Peoples  Holding  Company is the  parent of  Mississippi's  fourth  largest
commercial bank headquartered in the state. Through its wholly owned subsidiary,
The  Peoples  Bank & Trust  Company,  the  Company is also parent of The Peoples
Insurance Agency, Inc., which is located in Corinth,  Louisville and Tupelo. The
Peoples  Bank & Trust  Company  has assets of  approximately  $1.3  billion  and
operates 40  community  bank offices in 27 north and north  central  Mississippi
cities.