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 quarterly period ended March 31, 2001
                         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 38802-0709
          ------------------------------------------------------------
                    (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, 6,043,124 shares outstanding
                               as of May 10, 2001

                                       1

                           THE PEOPLES HOLDING COMPANY
                                      INDEX

PART 1.  FINANCIAL INFORMATION                                       PAGE

         Item 1.

            Condensed Consolidated Financial Statements (Unaudited)

            Condensed Consolidated Balance Sheets -
                 March 31, 2001 and December 31, 2000................  3

            Condensed Consolidated Statements of Income -
                 Three Months Ended March 31, 2001 and 2000..........  4

            Condensed Consolidated Statements of Cash Flows -
                 Three Months Ended March 31, 2001 and 2000..........  5

            Notes to Condensed Consolidated Financial Statements.....  6

         Item 2.

            Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.................  8

         Item 3.

            Quantitative and Qualitative Disclosures
                 About Market Risk................................... 11

PART II. OTHER INFORMATION

         Item 1.

             Legal Proceedings....................................... 11

         Item 5.

             Other Information....................................... 11

         Item 6.(b)

             Exhibits and Reports on Form 8-K........................ 11

         Signatures.................................................. 12

                                       2

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                       (in thousands, except share data)

                                                 MARCH 31        DECEMBER 31
                                                   2001             2000
                                               ------------      -----------
                                                (Unaudited)        (Note 1)
                                                          
Assets
   Cash and due from banks ..................  $      41,227     $    27,676
   Interest-bearing balances with banks .....         16,222          29,141
                                                  ----------       ---------
                Cash and Cash Equivalents ...         57,449          56,817

   Securities available-for-sale ............        302,107         192,916

   Securities held-to-maturity (fair
      value - $0 and $85,981 at
      March 31, 2001 and December 31,
      2000, respectively) ...................                         85,658

   Loans, net of unearned income ............        813,956         815,854
      Allowance for loan losses .............        (11,067)        (10,536)
                                                  ----------       ---------
                Net Loans ...................        802,889         805,318

   Premises and equipment, net ..............         30,152          30,105
   Other assets .............................         39,672          41,126
                                                  ----------       ---------
            Total Assets ....................  $   1,232,269     $ 1,211,940
                                                  ==========       =========
Liabilities
   Deposits:
      Noninterest-bearing ...................  $     147,536     $   131,718
      Interest-bearing ......................        911,757         914,887
                                                  ----------       ---------
                Total Deposits ..............      1,059,293       1,046,605

   Treasury tax and loan note account .......          7,329           4,603
   Advances from the Federal Home Loan Bank .         19,459          19,946
   Other liabilities ........................         20,352          19,125
                                                  ----------       ---------
                Total Liabilities ...........      1,106,433       1,090,279

Shareholders' Equity
   Common Stock, $5 par value - 15,000,000
     shares authorized, 6,212,284 shares
     issued; 6,043,124 and 6,056,899 shares
     outstanding at March 31, 2001 and
     December 31, 2000, respectively ........         31,061          31,061
   Treasury stock, at cost ..................         (3,949)         (3,688)
   Additional paid-in capital ...............         39,931          39,931
   Retained earnings ........................         56,338          54,423
   Accumulated other comprehensive income ...          2,455             (66)
                                                  ----------       ---------
                Total Shareholders' Equity ..        125,836         121,661
                                                  ----------       ---------
            Total Liabilities and
               Shareholders' Equity .........  $   1,232,269     $ 1,211,940
                                                  ==========       =========

See Notes to Condensed Consolidated Financial Statements

                                       3

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                        (in thousands, except share data)

                                                 THREE MONTHS ENDED MARCH 31
                                                   2001              2000
                                                   ----              ----
                                                         (Unaudited)
                                                          
Interest Income
      Loans ................................   $     18,180     $     17,523
      Securities:
           Taxable .........................          3,294            2,815
           Tax-exempt ......................          1,015            1,049
      Other ................................            184              217
                                                    -------          -------
                Total Interest Income ......         22,673           21,604

Interest Expense
      Deposits .............................         11,220            9,573
      Borrowings  ..........................            371              466
                                                    -------          -------
                Total Interest Expense .....         11,591           10,039
                                                 ----------       ----------
                Net Interest Income ........         11,082           11,565

Provision for loan losses ..................          1,125              989
                                                  ---------        ---------
                Net Interest Income After
                Provision for Loan Losses ..          9,957           10,576

Noninterest Income
      Service charges on deposit accounts ..          2,792            2,433
      Fees and commissions .................          1,788              932
      Trust revenue ........................            265              267
      Securities gains (losses).............             43
      Other ................................            842              751
                                                    -------          -------
                Total Noninterest Income ...          5,730            4,383

Noninterest Expense
      Salaries and employee benefits .......          6,077            5,496
      Data processing ......................            858              834
      Net occupancy ........................            828              733
      Equipment ............................            729              700
      Other ................................          2,563            2,655
                                                  ---------        ---------
                Total Noninterest Expense ..         11,055           10,418
                                                 ----------       ----------

Income before income taxes .................          4,632            4,541
Income taxes ...............................          1,330            1,273
                                                  ---------        ---------
                Net Income .................   $      3,302     $      3,268
                                                 ==========       ==========

Basic and diluted earnings per share  ......         $ 0.55           $ 0.53
                                                     ======           ======

Weighted average shares outstanding  .......      6,048,805        6,204,784
                                                  =========        =========

 See Notes to Condensed Consolidated Financial Statements

                                          4

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        (in thousands, except share data)

                                                   THREE MONTHS ENDED MARCH 31
                                                      2001             2000
                                                      ----             ----
                                                           (Unaudited)
                                                           
Operating Activities
          Net Cash Provided by Operating
                Activities ....................  $      6,720    $      3,315

Investing Activities
      Purchases of securities
           available-for-sale .................       (40,425)        (15,832)
      Proceeds from sales of securities
           available-for-sale .................         5,000
      Proceeds from calls/maturities of
           securities available-for-sale ......        15,951           3,651
      Proceeds from calls/maturities of
           securities held-to-maturity ........                         1,106
      Net increase in loans ...................       (17,687)        (24,087)
      Proceeds from sales of loans ............        18,523           6,027
      Proceeds from sales of premises
           and equipment ......................                            71
      Purchases of premises and equipment .....          (728)         (1,071)
                                                   ----------      ----------
          Net Cash Used in Investing
                Activities ....................       (19,366)        (30,135)

Financing Activities
      Net increase in
          noninterest-bearing deposits ........        15,818           8,632
      Net increase (decrease) in
          interest-bearing deposits ...........        (3,130)         56,612
      Net increase (decrease) in
          short-term borrowings ...............         2,726          (5,155)
      Proceeds from other borrowings ..........                           570
      Repayments of other borrowings ..........          (487)        (20,590)
      Acquisition of treasury stock ...........          (261)
      Cash dividends paid .....................        (1,388)         (1,365)
                                                   ----------      ----------
          Net Cash Provided by Financing
                Activities ...................         13,278          38,704
                                                   ----------      ----------
            Increase in Cash
                and Cash Equivalents .........            632          11,884

      Cash and Cash Equivalents at
           beginning of period ...............         56,817          43,871
                                                   ----------      ----------
      Cash and Cash Equivalents at
           end of period .....................   $     57,449    $     55,755
                                                 ============    ============
Supplemental Disclosures:
  Non-cash transactions:
     Transfer of loans to other real
        estate ...............................   $        608    $        309
                                                 ============    ============

See Notes to Condensed Consolidated Financial Statements

                                       5

                  THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                MARCH 31, 2001
                        (in thousands, except share data)

Note 1 Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial  information and with the  instructions to Form 10-Q and Article 10 of
Regulation  S-X.  Accordingly,  they do not include all of the  information  and
footnotes  required by generally  accepted  accounting  principles  for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Operating results for the three-month period ended March 31, 2001
are not necessarily  indicative of the results that may be expected for the year
ended December 31, 2001.

For further  information,  refer to the  consolidated  financial  statements and
footnotes  thereto  included in The  Peoples  Holding  Company and  Subsidiary's
(collectively,  the  Company)  annual  report  on Form  10-K for the year  ended
December 31, 2000.

Note 2  Comprehensive Income

For the three month periods ended March 31, 2001 and 2000,  total  comprehensive
income amounted to $5,823 and $2,429,  respectively.  Total comprehensive income
consists  of net  income  and  the  change  in the  unrealized  gain  (loss)  on
securities available for sale.

Note 3  Segment Reporting

The operating segments for the three months ended March 31, 2001 are the same as
prior years.  However,  the Company changed its internal reporting  mechanism to
more  closely  match  expenses  with the  revenues  generated  by each  segment.
Accordingly, prior periods' segment information has been adjusted to reflect the
current  method of  management  reporting as though it had been in place for all
periods presented.

Segment  information  for the three  months  ended March 31,  2001 and 2000,  is
presented below.

Three Months Ended March 31, 2001
                                        Specialized
                              Branches    Products     All Other     Total
                              --------   ----------    ---------   ---------
Net interest income ........ $  10,473    $     356    $    253   $   11,082
Provision for loan loss ....     1,118            0           7        1,125
                               -------      -------     -------      -------
Net interest income after
  provision for loan loss ..     9,355          356         246        9,957

Non-interest income ........     3,738        1,859         133        5,730
Non-interest expense .......     7,406        1,712       1,937       11,055
                               -------      -------     -------      -------
Income before income taxes .     5,687          503      (1,558)       4,632
Income taxes ...............         0           53       1,277        1,330
                               -------      -------     -------      -------
Net income ................. $   5,687    $     450    $ (2,835)  $    3,302
                               =======      =======     =======      =======

                                       6

Three Months Ended March 31, 2000
                                        Specialized
                              Branches    Products     All Other     Total
                              --------   ----------    ---------   ---------
Net interest income ........ $  10,551    $     629    $    385   $   11,565
Provision for loan loss ....       890           20          79          989
                               -------      -------     -------      -------
Net interest income after
  provision for loan loss ..     9,661          609         306       10,576

Non-interest income ........     3,238        1,042         103        4,383
Non-interest expense .......     6,957        1,049       2,412       10,418
                               -------      -------     -------      -------
Income before income taxes .     5,942          602      (2,003)       4,541
Income taxes ...............         0           (8)      1,281        1,273
                               -------      -------     -------      -------
Net income ................. $   5,942    $     610    $ (3,284)  $    3,268
                               =======      =======     =======      =======

Note 4  Other Accounting Pronouncements

On January 1, 2001, the Company  adopted  Financial  Accounting  Standards Board
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities."  As  permitted  with the  adoption of this  Statement,  the Company
transferred its held-to-maturity securities to securities  available-for-sale on
January 1, 2001. At the time of the transfer,  the  held-to-maturity  securities
had a carrying  value of $85,658 and a market value of $85,981.  The adoption of
the new Statement  did not have a material impact on the earnings or the
financial  position of the Company.

Note 5  Subsequent Events

On April 16,  2001,  the  Company  filed  Form SC TO-I with the  Securities  and
Exchange Commission announcing a tender offer to repurchase up to 604,312 shares
of its common  stock at $23.00 per share.  The offer is  scheduled  to expire at
5:00 p.m., New York City time, on May 15, 2001,  unless extended by the Company.

                                       7

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS
                        (in thousands, except share data)

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 21E 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 $1,211,940 on December 31,
2000, to $1,232,269 on March 31, 2001, or 1.68% for the three month period. Most
of the growth in assets  occurred in the investment  portfolio,  which increased
from  $278,574 on December 31, 2000, to $302,107 on March 31, 2001. As permitted
with the adoption of Financial  Accounting  Standards  Board  Statement No. 133,
"Accounting   for   Derivative   Instruments   and  Hedging   Activities,"   all
held-to-maturity securities were transferred to the available-for-sale portfolio
at the beginning of the year which improved the Company's liquidity and provided
more flexibility in asset management.

Total  deposits  for the first  three  months of 2001  grew from  $1,046,605  on
December 31, 2000 to $1,059,293 on March 31, 2001, or an increase of 1.21%, with
the majority of growth in noninterest bearing deposits.

The equity  capital to total  assets  ratios were 10.21% and 10.04% at March 31,
2001 and December 31, 2000, respectively. Capital increased $4,175 or 3.43% from
December  31,  2000 to March 31,  2001.  Net  income and  changes in  unrealized
portfolio  gains due to recent  decreases in interest rates have  contributed to
the growth in capital.  Cash dividends declared increased from $.22 per share in
the fourth quarter of 2000 to $.23 per share in the first quarter of 2001.

Results of Operations

The  Company's  net income for the three month period ended March 31, 2001,  was
$3,302,  representing an increase of $34, or 1.04% over net income for the three
month period ended March 31, 2000,  which  totaled  $3,268.  The increase in net
income for the three month  period  ended March 31,  2001,  compared to the same
period of 2000 resulted from usual and customary  deposit  gathering and lending
operations and increases in noninterest  income for  specialized  products.  The
annualized return on average assets for the three month periods ending March 31,
2001 and 2000, was 1.06% and 1.11%, respectively.

                                       8

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 concerns in managing net interest income are the mix and
the repricing of  rate-sensitive  assets and liabilities.  While the Company has
maintained steady growth in its asset base, net interest income has declined due
in part to a shift  within  the mix of assets  from  loans to  investments.  Net
interest income has also been adversely impacted by the volume of time deposits,
a higher cost  funding  source,  which  represented  approximately  55% of total
average  deposits for the three month  period ended March 31, 2001,  compared to
approximately  51% for the same period during 2000. Net interest  income for the
three month  periods  ending  March 31,  2001 and 2000 was $11,082 and  $11,565,
respectively,  while earning assets for the same periods averaged $1,119,020 and
$1,093,873 respectively.  Recent changes in the pricing environment coupled with
the pricing  strategies  enacted by management have stabilized the Company's net
interest margin.  Although net interest margin was lower than the 4.55% reported
for the first  quarter of 2000,  it was 4.30% for the first  quarter of 2001, up
from 4.29% for the fourth quarter of 2000.

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 $1,125 and $989 for the three month periods ending March
31, 2001 and 2000,  respectively.  The allowance for loan losses as a percentage
of loans  outstanding  was 1.36% and 1.29% as of March 31, 2001 and December 31,
2000,  respectively.  Net charge-offs to average loans was .07% and .11% for the
three  month  periods  ending  March  31,  2001  and  2000,  respectively.   Net
charge-offs  for the first  quarter of 2000 were higher than the total  reported
for the first quarter of 2001 primarily  because of a group of automobile  loans
that were isolated to a specific location.

Noninterest income, excluding gains from the sales of securities, was $5,687 for
the three month period  ending  March 31, 2001,  compared to $4,383 for the same
period in 2000,  or an increase of 29.75%.  While the Company has  continued its
emphasis  on sales  of  specialized  products  and  services,  the  increase  in
noninterest  income  between  2001  and  2000  is  due  primarily  to  fees  and
commissions associated with the expansion of The Peoples Insurance Agency, Inc.,
which occurred with the  acquisitions  of The Southern  Insurance  Group and The
Dominion  Insurance  Agency  during  the second  and  fourth  quarters  of 2000,
respectively.  Excluding  the  additional  fee income  related to the  insurance
expansions,  non-sufficient fund fees accounted for the majority of the increase
in service  charges  while  improvements  in mortgage  loan fees,  loan document
preparation  fees, PC banking fees,  and cash  management  fees boosted fees and
commissions.

Noninterest expense was $11,055 for the three month period ended March 31, 2001,
compared  to  $10,418  for the same  period in 2000,  or an  increase  of 6.11%.
Excluding the impact of the acquisition of the insurance companies,  the Company
experienced negligible growth in all noninterest expense categories.

Income tax expense was $1,330 for the three month  period  ended March 31, 2001,
(with an effective tax rate of 28.71%) compared to $1,273 (with an effective tax
rate of 28.03%) for the same period in 2000. The Company  continues to invest in
assets whose earnings are given favorable tax treatment.

                                       9

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.  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.

Another  source   available  for  meeting  the  Company's   liquidity  needs  is
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 maintains 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.  Historically,  the Company has not relied upon these  sources to
meet long-term  liquidity needs. Funds obtained 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.

On April 16,  2001,  the Company  announced a tender offer to  repurchase  up to
604,312 shares of its common stock at $23.00 per share.  The Company  expects to
fund any  repurchases  under this tender offer from cash and the  liquidation of
short-term investments.

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 balances 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 March  31,  2001,  the Bank met all
capital adequacy requirements to which it is subject.

As of March 31,  2001,  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:

                                      10

                                                   Actual
                                                 Amount   Ratio
                                                 ------   -----
                                                 (000)
As of March 31, 2001
         Total Capital ....................   $ 124,182   15.4%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 114,079   14.1%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 114,079    9.4%
           (to Adjusted Average Assets)

As of December 31, 2000
         Total Capital ....................   $ 122,165   15.1%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 112,022   13.8%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 112,022    9.4%
           (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 $20.82 and $20.09 at March 31,  2001 and  December  31,
2000,  respectively.  Quarterly  cash  dividends  were $.23 per share during the
first quarter of 2001, up from $.22 per share during the fourth quarter of 2000.

The  Company's  capital  policy is to  evaluate  future  needs  based on growth,
earnings trends and anticipated acquisitions.

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no  significant  changes to our disclosure on  quantitative  and
qualitative   disclosures  about  market  risk  since  December  31,  2000.  For
additional information,  see the Company's Form 10-K for the year ended December
31, 2000.

Part II.  OTHER INFORMATION

   Item 1.     Legal Proceedings

               There have been no  material  proceedings  against the Company
               during the quarter ending March 31, 2001.

   Item 5.     Other Information

               On April 16,  2001,  the  Company  filed  Form SC TO-I with the
               Securities  and Exchange Commission announcing a tender offer to
               repurchase up to 604,312 shares of its common  stock at $23.00
               per share.  The offer is  scheduled  to expire at 5:00 p.m., New
               York City time, on May 15, 2001,  unless extended by the Company.
               For  further  information,  contact  The  Peoples  Bank  &  Trust
               Company,  the information  agent for the offer, at 1-800-492-0365
               or refer to the Company's Form SC TO-I filed on April 16, 2001.

   Item 6.(b)  Reports on Form 8-K

               There were no reports filed on Form 8-K during the first quarter
               of 2001.

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                                   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:  May 14, 2001                 /s/ E. Robinson McGraw
                                   ---------------------------
                                        E. Robinson McGraw
                                 President & Chief Executive Officer

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