UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20543

                                    FORM 8-K

                                 CURRENT REPORT
                      Pursuant to Section 13 or 15 (d) of
                      The Securities Exchange Act of 1934

                          Date of Report July 31, 1998

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

               Mississippi         0-12154        64-0676974
               -----------         -------        ----------

               (State or           (Commission    (I.R.S. Iden-
               other                file          tification
               jurisdiction)        number)       number)

                209 Troy Street, Tupelo, Mississippi 38802-0709
                ------------------------------------ ----------
              (Address of principal executive officers) (Zip Code)

                  Registrant's Telephone Number: (601)680-1001

ITEM 1:   CHANGES IN CONTROL OF REGISTRANT.
          ---------------------------------

          Not applicable

ITEM 2:   ACQUISITION OR DISPOSITION OF ASSETS.
          -------------------------------------

          Not applicable

ITEM 3:   BANKRUPTCY OR RECEIVERSHIP.
          ---------------------------

          Not applicable

ITEM 4:   CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTS.
          --------------------------------------------  

          Not applicable

ITEM 5:   OTHER EVENTS.
          -------------

               The Board of Directors of The Peoples Holding Company has
          approved the hiring of Alex Sheshunoff Mangement Consulting Services,
          Inc. The focus of their engagement is to re-align work flows by
          better utilizing  technology. Approximately  130 jobs will be 
          eliminated over a period of approximately 9 months.  Work should be
          completed by the end of the first  quarter of 1999.  The  economic 
          impact will not be apparent  until 1999,  but is expected to
          generate an additional $3 to $4 million pre-tax.

ITEM 6:   RESIGNATION OF REGISTRANT'S DIRECTORS.
          --------------------------------------

          Not applicable

ITEM 7:   FINANCIAL STATEMENTS AND EXHIBITS.
          ----------------------------------

          Not applicable

ITEM 8:   CHANGE IN FISCAL YEAR.
          ----------------------

          Not applicable

ITEM 9:   SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
          ----------------------------------------------------

          Not applicable

                          SIGNATURE

Pursuant  to the  requirements  of The  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report to be  signed  on it's  behalf by the
undersigned thereunto duly authorzied.

                                   THE PEOPLES HOLDING COMPANY

                                   /s/    John W. Smith
                                   ---------------------------
                                          John W. Smith
                                         President & CEO

DATE:     July 31, 1998