UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   SCHEDULE TO

          TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                                 FINAL AMENDMENT

                           The Peoples Holding Company
         (Name of Subject Company (Issuer) and Filing Person (Offeror))

                          COMMON STOCK, $5.00 PAR VALUE
                         (Title of Class of Securities)

                                   711148 10 6
                      (CUSIP Number of Class of Securities)

                               E. Robinson McGraw,
                      President and Chief Executive Officer
                           The Peoples Holding Company
                                 209 Troy Street
                            Tupelo, Mississippi 38804
                                 (662) 680-1001
          (Name, address and telephone number of person authorized to
        receive notices and communications on behalf of filing persons)

                                 with a copy to:
                               W.P. Mitchell, Esq.
                     Mitchell, Voge, Corban and Morris, LLP
                                   P.O. Box 29
                             108 N. Broadway Street
                            Tupelo, Mississippi 38804
                                 (662) 842-4231

                           CALCULATION OF FILING FEE

         Transaction valuation*            Amount of filing fee:
              $13,899,176                       $2,779.84

*Calculated  solely for purposes of  determining  the filing fee, in  accordance
with Rule 0-11 of the Securities  Exchange Act of 1934. This calculation assumes
the purchase of 604,312 shares of Common Stock of The Peoples Holding Company at
the maximum tender offer purchase price of $23.00 per share in cash.

[ X ]  Check the  box  if  any part of the fee is offset as provided by Rule 011
       Rule  011(a)(2) and  identify  the filing  with which the  offsetting fee
       was  previously  paid.  Identify  the  previous  filing  by  registration
       statement number or the Form or Schedule and the date of its filing.

Amount Previously Paid: $2,779.84           Form or Registration Number: SC TO-I
Filing Party: The Peoples Holding Company   Date Filed: April 16, 2001

[   ]  Check the box if the filing relates solely to preliminary communications
       made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

[   ]    third party tender offer subject to Rule 14d-1.
[ X ]    issuer tender offer subject to Rule 13e-4.
[   ]    going private transaction subject to Rule 13e-3.
[   ]    amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of a tender offer: [ X ]

This Amendment  supplements and amends the Tender Offer Statement on Schedule TO
filed on April 16,  2001,  related to the  issuer  tender  offer of The  Peoples
Holding Company, a Mississippi corporation,  to purchase up to 604,312 shares of
its Common Stock,  $5.00 par value,  at a price of $23.00 per share,  net to the
seller in cash,  without interest,  upon the terms and subject to the conditions
set  forth in the  Offer to  Purchase,  dated  April  16,  2001  (the  "Offer to
Purchase"),  and in the  related  Letter of  Transmittal,  which,  as amended or
supplemented from time to time, together constitute the tender offer.

The information in the Offer to Purchase is hereby  incorporated by reference in
response to all the items of this amendment to Schedule TO.

Item 4. TERMS OF THE TRANSACTION.

Item 4 of Schedule TO is hereby amended and supplemented as follows:

The tender offer  expired at 5:00 p.m.,  New York City time,  on May 15, 2001. A
total  number of  221,023  shares of the  Common  Stock of The  Peoples  Holding
Company were validly  tendered,  not  withdrawn and accepted for purchase by The
Peoples Holding Company at a purchase price of $23.00 per share.

Item 11. ADDITIONAL INFORMATION.

Item 11 of Schedule TO is hereby amended and supplemented as follows:

On May 15, 2001, The Peoples Holding  Company issued a press release  announcing
the final  results  of the  tender  offer,  a copy of which is filed as  Exhibit
(a)(9) to this Amendment to Schedule TO and is incorporated herein by reference.

Item 12. EXHIBITS.

Item 12 of  Schedule  TO is  hereby  amended  and  supplemented  by  adding  the
following Exhibit:

(a)(9) Press Release, dated May 15, 2001.

                                    SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.

Date: May 15, 2001

                                           The Peoples Holding Company

                                     by:    /s/ E. Robinson McGraw
                                            --------------------------
                                                E. Robinson McGraw
                                      President and Chief Executive Officer

                                  PRESS RELEASE
                                 EXHIBIT (a)(9)

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

For additional information, contact:
Stuart R. Johnson
Executive Vice President & Chief Financial Officer
(662) 680-1472

Date:  May 15, 2001

THE PEOPLES  HOLDING  COMPANY  ANNOUNCES  RESULTS OF TENDER OFFER

TUPELO,  MISSISSIPPI - The Peoples  Holding  Company,  (American Stock Exchange:
PHC) (the "Company"),  the holding company for The Peoples Bank & Trust Company,
announced today the final results of its tender offer,  which expired on May 15,
2001. On April 16, 2001, the Company offered to purchase up to 604,312 shares of
its Common Stock at $23.00 per share.  As of May 15, 2001,  The Peoples  Holding
Company has accepted  for payment a total of 221,023  shares of its Common Stock
at a purchase price of $23.00 per share. The offer was  under-subscribed and The
Peoples  Holding  Company  accepted all shares validly  tendered.  The Company's
management and Board of Directors  believe that the Company's  business,  assets
and prospects, coupled with the market price of its shares of Common Stock, made
this  purchase of shares  pursuant to the terms and  conditions  of the offer an
attractive investment opportunity.

COMMUNITY BANKING.  The Peoples Bank & Trust Company's  business  activities are
conducted through the bank and its wholly-owned subsidiaries,  Peoples Insurance
Agency,  Dominion Life and Health P.A.,  Alliance  Finance  Company and Dominion
Company (Dominion companies). The Bank is headquartered in Tupelo,  Mississippi,
and has over $1.2 Billion in assets.  The Bank accounts for substantially all of
the assets and revenues of The Peoples  Holding  Company.  On December 31, 2000,
the Bank had 41 banking offices in Tupelo, Aberdeen, Amory, Batesville,  Belden,
Booneville,  Calhoun City, Coffeeville,  Corinth,  Grenada,  Guntown,  Hernando,
Iuka, Louisville, New Albany, Okolona, Olive Branch, Pontotoc, Saltillo, Sardis,
Shannon,  Smithville,  Southaven,  Verona, Water Valley, West Point, and Winona,
Mississippi.  The Peoples Holding Company, The Peoples Bank's parent company, is
traded on the American Stock Exchange (PHC).