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


                                January 22, 2003
                        ---------------------------------
                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 January 22, 2003, issued by The Peoples Holding Company. ITEM 9: REGULATION FD DISCLOSURE. ------------------------- At the close of business on January 22, 2003, The Peoples Holding Company issued a press release announcing record fourth quarter and annual earnings for 2002. 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: January 22, 2003

EXHIBIT INDEX ------------- EXHIBIT NUMBER DESCRIPTION -------------- ------------------------------------------- 99.1 Press Release, dated January 22, 2003, issued by The Peoples Holding Company.

EXHIBIT 99.1
                       The Peoples Holding Company

Contact: Jim Gray                               Stuart Johnson
         Executive Vice President               Executive Vice President & CFO
         (662) 680-1217                         (662) 680-1001
         jimg@thepeopleplace.com                stuartj@thepeopleplace.com


                  THE PEOPLES HOLDING COMPANY ANNOUNCES RECORD
                        FOURTH QUARTER AND ANNUAL RESULTS

TUPELO,  Miss. (January 22, 2003) - The Peoples Holding Company (AMEX:PHC) today
announced  record  results for the fourth  quarter and year ended  December  31,
2002.  Earnings per share for the fourth quarter  increased 22.39% to $0.82 from
$0.67 in the same period a year ago. Net income for the fourth quarter increased
18.57% to $4,572,000 from $3,856,000 in the fourth quarter of 2001. Net interest
income for the fourth  quarter of 2002 was up 6.64%  while  non-interest  income
grew 8.39%.  These results  produced an annualized  return on average  equity of
13.48%  compared  with  12.28% for the fourth  quarter of 2001.  The  annualized
return on average  assets for the fourth  quarter was 1.35%  compared with 1.22%
for the prior-year period.

ANNUAL EARNINGS  PERFORMANCE
Earnings  per  share,  before  the  cumulative  effect of an  accounting  change
recognized  in the first quarter of 2002,  increased  27.02% to $3.15 from $2.48
per share in 2001. Net income,  before the  cumulative  effect of the accounting
change,  increased  21.14% to $17,670,000 from $14,587,000 in 2001. As a result,
the return on average equity before the accounting  change for 2002 increased to
13.87%  from  11.70% in 2001 and the return on average  assets  grew to 1.35% in
2002 from  1.18%  the  previous  year.  Earnings  per  share for the year  ended
December 31, 2002,  increased 17.74% to $2.92 from $2.48 per share for 2001. Net
income for 2002 increased 12.22% to $16,370,000 from $14,587,000 for 2001.

"We are particularly  pleased that, despite a general slowing in the economy, we
have  established  consistent and sustained  earnings  growth," said E. Robinson
McGraw,  President and Chief Executive  Officer of The Peoples Holding  Company.
"The record results reflect success in virtually every area of the Company. Both
loans and  deposits  continued  to grow.  Risk-based  pricing  for loans  helped
improve asset quality and the net interest margin. Non-interest income continued
to increase as we work  toward  achieving  our  strategic  goal of becoming  our
clients primary source for all their financial services."

STOCK PRICE, DIVIDENDS AND REPURCHASES
After more than doubling in price in 2001, the Company's stock ended the year at
$40.75,  up 10.14% for 2002.  That  compares with a 4% decline in the Standard &
Poor's bank index for 2002.

The Company's board of directors  increased the quarterly cash dividend twice in
2002.  The first  increase,  declared in June, was from $0.25 per share to $0.26
per share. The second increase,  declared in November,  moved the dividend up to
$0.27 per share.  This now represents an annual cash dividend of $1.08 per share
and marks the sixteenth consecutive yearly increase.

As part of an overall capital management process, the Company has an ongoing stock repurchase program. During 2002 the Company repurchased 129,947 shares of its common stock at an average price of $36.09 per share. At year-end, the Company had an additional 303,776 shares, or approximately 5% of the Company's shares outstanding, authorized for repurchase. FINANCIAL DETAILS Net interest margin for the fourth quarter of 2002 was 4.61% up from 4.54% for the comparable period in 2001. For the year, net interest margin increased to 4.66% from 4.47% in 2001. This improvement has occurred despite an aggressive economic stimulus program by the Federal Reserve that produced twelve interest rate reductions during the last two years. McGraw indicated that loan quality improved again in 2002 as the Company continued to utilize new tools for credit scoring and risk assessment. The provision for loan losses was $4,350,000 in 2002, down 9.19% from $4,790,000 in 2001 and down 31.74% from the 2000 provision. Allowance for loan losses as a percentage of loans was 1.41% at year-end 2002 compared with 1.37% at December 31, 2001. Net charge-offs as a percentage of average loans decreased to 0.42% at December 31, 2002, from 0.49% in the prior year. Non-performing loans as a percentage of total loans decreased to 0.42% at December 31, 2002, from 0.77% in 2001. The non-performing loan coverage ratio was 338.22% for 2002 compared with 178.63% for 2001. Non-interest income increased 12.52% to $27,442,000 from $24,389,000 in 2001. "This increase resulted from the sale of property and casualty insurance products, fees from wealth management and trust services, loan and deposit fees, merchant discount services, and debit card income. The growth in non-interest income demonstrates progress toward becoming the financial services provider of choice in the communities we serve," McGraw said. At year-end 2002, non-interest income represented 25.92% of gross income. Non-interest expense increased 8.02% for 2002. This was primarily due to increases in depreciation related to recent technology upgrades, computer processing charges, normal salary increases, commission and incentive bonuses, and increased health insurance premiums. Net non-interest expense as a percentage of assets improved to 1.77% for 2002 from 1.82% in 2001. CONFERENCE CALL INFORMATION A live audio webcast of a conference call with analysts will be available beginning at 11:00 a.m. Eastern time on Friday, January 24, 2003, through the Investor Relations page of the Company's website: www.thepeoplesbankandtrust.com, and through www.companyboardroom.com, or any of CCBN's distribution network. The event will be archived for 30 days. If Internet access is unavailable, the conference may also be heard live (listen-only) via telephone by dialing (913) 981-5520. A telephonic replay of the conference call will be available approximately two hours after the call ends and run through the end of the business day on January 31. To listen to the replay, dial (719) 457-0820, and enter 106664 when prompted for the access code. ABOUT THE PEOPLES HOLDING COMPANY 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 also is parent of The Peoples Insurance Agency, Inc. The Peoples Bank has assets of approximately $1.3 billion and operates 40 community bank offices in 27 north and north-central Mississippi cities.

NOTE TO INVESTORS This news release contains forward-looking statements regarding The Peoples Holding Company. All forward-looking statements involve risk and uncertainty and a number of factors could cause actual results to differ materially from the anticipated results or other expectations expresses in the forward-looking statements. Those factors include, but are not limited to, interest rate fluctuation, regulatory changes, portfolio performance and other factors discussed in our recent filings with the Securities and Exchange Commission. THE PEOPLES HOLDING COMPANY Summary Financial Highlights (Unaudited) (Dollars in thousands, except per share amounts) Three Months Ended Year Ended December 31, December 31, --------------------------- --------------------------- Earnings Summary 2002 2001 2002 2001 - ---------------- ------------ ------------ ------------ ------------ Net interest income .................................. $ 13,050 $ 12,238 $ 51,893 $ 46,844 Provision for loan losses ............................ 1,025 1,315 4,350 4,790 ------------ ------------ ------------ ------------ Net interest income after provision for loan losses .. 12,025 10,923 47,543 42,054 Noninterest income ................................... 7,198 6,641 27,442 24,389 Noninterest expenses ................................. 13,030 12,444 50,496 46,747 ------------ ------------ ------------ ------------ Income before provision for income taxes ............. 6,193 5,120 24,489 19,696 Provision for income taxes ........................... 1,621 1,264 6,819 5,109 ------------ ------------ ------------ ------------ Income before cumulative effect of accounting change . 4,572 3,856 17,670 14,587 Cumulative effect of accounting change ............... -- -- (1,300) -- ------------ ------------ ------------ ------------ Net income ........................................... $ 4,572 $ 3,856 $ 16,370 $ 14,587 ============ ============ ============ ============ Basic and diluted earnings per share: Income before cumulative effect of accounting change. $ 0.82 $ 0.67 $ 3.15 $ 2.48 Cumulative effect of accounting change .............. -- -- (0.23) -- ------------ ------------ ------------ ------------ Net income .......................................... $ 0.82 $ 0.67 $ 2.92 $ 2.48 ============ ============ ============ ============ Weighted average shares outstanding - Basic .......... 5,574,162 5,719,549 5,609,289 5,873,423 Weighted average shares outstanding - Diluted ........ 5,580,698 5,719,549 5,614,266 5,873,423 Selected Ratios - --------------- Net interest rate spread ............................. 4.26% 4.02% 4.27% 3.80% Net interest margin .................................. 4.61% 4.54% 4.66% 4.47% Noninterest expense ratio ............................ 3.94% 3.93% 3.86% 3.78% Overhead ratio ....................................... 1.84% 1.83% 1.77% 1.82% Return on average assets ............................. 1.35% 1.22% 1.25% 1.18% Return on average equity ............................. 13.48% 12.28% 12.85% 11.70% Dec. 31, Dec. 31, Balance Sheet Summary: 2002 2001 - ---------------------- ------------ ------------ Total assets ........................................................................ $ 1,344,512 $ 1,254,727 Loans, net .......................................................................... 863,308 827,696 Deposits ............................................................................ 1,099,048 1,063,055 Shareholders' equity ................................................................ 132,778 123,582 Book value per common share ......................................................... 23.82 21.66 Financial information contained in this news release is derived from the unaudited Condensed Balance Sheets and unaudited Condensed Statements of Operations for the indicated periods. Additional financial information is available on the Company's website (www.thepeoplesbankandtrust.com) under the Financial Releases section of Investor Relations.