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 quarter ended June 30, 1997
                         Commission File Number 0-12154

                           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 38801
           ----------------------------------------------------------
                    (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, 3,906,675 shares outstanding
                               as of August 13, 1997

                                       1

                           THE PEOPLES HOLDING COMPANY
                                      INDEX

PART 1.  FINANCIAL INFORMATION                                       PAGE

         Item 1. CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

            Consolidated Balance Sheets -
                 June 30, 1997 and December 31, 1996.................. 3
            Consolidated Statements of Income - Six Months
                 Ended June 30, 1997 and 1996......................... 4
            Consolidated Statements of Income - Three Months
                 Ended June 30, 1997 and 1996......................... 4
            Consolidated Statements of Cash Flows
                 Six Months Ended June 30, 1997 and 1996.............. 5
            Notes to Consolidated Financial Statements................ 6

         Item 2.  
            
            Management's Discussion and Analysis of Financial
                 Condition and Results of Operations.................. 7

PART II. OTHER INFORMATION

         Item 1. 

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

         Item 4. 

             Submission of Matters to a Vote of Shareholders......... 11

         Item 6.(b) 

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

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

                                       2

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                  JUNE 30        DECEMBER 31 
                                                    1997            1996                      
                                               ------------      ----------- 
                                                (Unaudited)       (Note 1)   
                                                                    
Assets                                                                       
   Cash and due from banks .................. $  37,041,607     $ 38,374,641 
   Federal Fund Sold ........................                      8,500,000 
                                                 ----------       ---------- 
                                                 37,041,607       46,874,641 
                                                                             
   Interest bearing balances with banks .....     6,792,109        1,824,031 
                                                                             
   Securities held-to-maturity (market                                       
      value-$52,955,525 and $52,334,931                             
      at June 30, 1997 and December 31,                       
      1996, respectively) ...................    52,525,362       52,051,251 
                                                                             
   Securities available-for-sale (amortized                                  
      cost-$215,970,045 and $193,696,615                            
      June 30, 1997 and December 31, 1995,                                   
      respectively) .........................   216,036,226      194,058,997 
                                                                             
   Loans ....................................   586,873,660      562,752,505 
        Allowance for loan losses ...........    (9,306,960)      (9,309,354)
                                                -----------     ------------ 
           Net Loans ........................   577,566,700      553,443,151 
                                                                             
   Premises and equipment ...................    22,250,582       21,559,955 
   Other assets .............................    23,973,822       23,277,326 
                                                -----------     ------------ 
              Total Assets .................. $ 936,186,408    $ 893,089,352 
                                                ===========     ============ 
  Liabilities                                                                                 
   Deposits:                                                                 
      Noninterest-bearing .................   $ 118,283,628    $ 118,638,526 
      Certificates of deposit exceeding                                      
          $100,000 ........................      96,420,213       89,435,562 
      Interest bearing ....................     591,558,174      564,767,920 
                                               ------------     ------------ 
                Total Deposits ............     806,262,015      772,842,008 
                                                                             
   Treasury tax and loan note account .....       8,517,494        6,354,142 
   Borrowings .............................      15,153,335       11,174,638 
   Other liabilities ......................      12,287,711       12,157,744 
                                               ------------     ------------ 
                Total Liabilities .........   $ 842,220,555    $ 802,528,532 
                                                                             
Shareholders' Equity                                                         
   Common Stock, $5 par value-7,500,000                                      
     authorized, 3,906,675 shares  
     issued and outstanding at                                        
     June 30, 1997 and December 31, 1996,                     
     respectively ..........................     19,533,375       19,533,375  
   Additional paid-in capital ..............     39,875,796       39,875,796 
   Unrealized gains on securities                                 
     available-for-sale, net of tax ........         41,495          227,214 
   Retained earnings .......................     34,515,187       30,924,435 
                                               ------------     ------------ 
             Total Shareholders' Equity ....     93,965,853       90,560,820 
                                               ------------     ------------ 
             Total Liabilities and                                           
               Shareholders' Equity ........  $ 936,186,408    $ 893,089,352                
                                               ============     ============ 

See Notes to Consolidated Financial Statements                               
                                                              
                                       3

                                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                                        CONSOLIDATED STATEMENTS OF INCOME

                                                   SIX MONTHS ENDED JUNE 30        THREE MONTHS ENDED JUNE 30
                                                   1997              1996             1997             1996
                                                   ----              ----             ----             ----
                                                         (Unaudited)                       (Unaudited)

Interest Income
      Loans ................................   $ 26,764,006    $ 24,769,781       $ 13,634,333    $ 12,504,522 
      Securities:                                                                                              
           Taxable .........................      6,611,262       6,084,321          3,408,199       3,105,054 
           Tax-exempt ......................      1,431,272       1,348,120            712,108         631,098 
                                                                                                               
      Other ................................        359,996         544,510            153,205         245,732 
                                                    -------         -------              -----           ----- 
                Total interest income ......     35,166,536      32,746,732         17,907,845      16,486,406 
                                                                                                               
Interest Expense                                                                                               
      Time deposits exceeding $100,000 .....      2,409,665       1,843,044          1,542,026         977,949 
      Other deposits .......................     12,265,105      11,888,769          5,998,580       5,834,721 
      Borrowings  ..........................        626,694         143,674            327,617         116,953 
                                                    -------         -------             ------          ------ 
                Total interest expense .....     15,301,464      13,875,487          7,868,223       6,929,623 
                                                 ----------      ----------          ---------       --------- 
                Net interest income ........     19,865,072      18,871,245         10,039,622       9,556,783 
                                                                                                               
Provision for loan losses ..................      1,140,000       1,260,450            570,000         630,225 
                                                  ---------       ---------            -------         ------- 
                Net interest income after                                                                      
                provision for loan losses ..     18,725,072      17,610,795          9,469,622       8,926,558 
                                                                                                               
Noninterest income:                                                                                            
      Service charges on deposit accounts ..      3,287,673       3,211,701          1,689,317       1,611,205 
      Fees and commissions .................        991,120         836,453            551,104         417,153 
      Trust revenue ........................        299,400         270,000            149,700         135,000 
      Security gains(losses) ...............         77,711         161,423            (12,944)         52,973 
      Other ................................      1,052,575         796,537            480,875         325,309 
                                                    -------         -------            -------         ------- 
                Total noninterest income ...      5,708,479       5,276,114          2,858,052       2,541,640 
                                                                                                               
Noninterest expenses:                                                                                          
      Salaries and employee benefits .......      9,446,115       9,257,253          4,790,495       4,619,025 
      Net occupancy ........................      1,247,362       1,119,080            563,353         571,075 
      Equipment ............................        858,117         746,644            413,055         402,543 
      Other ................................      5,426,665       5,232,170          2,859,407       2,657,238 
                                                  ---------       ---------          ---------       --------- 
                Total noninterest expenses .     16,978,259      16,355,147          8,626,310       8,249,881 
                                                 ----------      ----------          ---------       --------- 
Income before income taxes .................      7,455,292       6,531,762          3,701,364       3,218,317 
Income taxes ...............................      2,223,737       1,961,424          1,070,975         955,447 
                                                  ---------       ---------          ---------       --------- 
                Net income .................   $  5,231,555    $  4,570,338       $  2,630,389    $  2,262,870 
                                                 ==========      ==========       ============    ============ 
                                                                                                               
Earnings per share  ........................         $ 1.34          $ 1.17             $  .67          $  .58            
                                                     ======          ======             ======          ======            
                                                                                                               
Weighted average shares outstanding  .......      3,906,675       3,906,675          3,906,675       3,906,675 
                                                  =========       =========          =========       ========= 

See Notes to Consolidated Financial Statements     

                                                         4

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                    SIX MONTHS ENDED JUNE 30
                                                      1997             1996
                                                      ----             ----
                                                          (Unaudited)
                                                                     
Operating Activities                                       
      Net Income .............................   $  5,231,555    $  4,570,338 
      Adjustments to reconcile net                                            
           income to net cash provided                                        
           by operating activities:                                           
      Provision for loan losses ..............      1,140,000       1,260,450 
      Provision for depreciation and                                          
           amortization ......................      1,165,995         989,550 
      Net amortization (accretion) of                                         
           securities premiums/discounts .....      1,335,899        (731,941)
      Losses (gains) on sales/calls of                                        
           securities ........................         61,869         (90,899)
      Increase (decrease) in other liabilities        129,967        (169,942)
      Deferred income taxes (credits).........       (124,567)        120,913 
      Losses (gains) on sales of                                                
           premises and equipment ............        106,712         (15,360)
      Increase in other assets ...............       (485,867)       (778,462)
                                                     --------        -------- 
           Net Cash Provided by Operating                                     
                Activities ...................      8,561,563       5,154,647 
                                                                              
Investing Activities                                                          
      Net (increase) decrease in balances                                          
           with other banks ..................     (4,968,078)      6,010,469 
      Proceeds from maturities/calls of                                       
           securities held-to-maturity .......      1,772,594         669,581 
      Proceeds from maturities/calls of                                       
           securities available-for-sale .....     37,377,232      37,835,540 
      Proceeds from sales of                                                  
           securities available-for-sale .....     31,311,869      18,590,899 
      Purchases of securities                                                 
           held-to-maturity ..................     (2,782,000)     (4,034,555)
      Purchases of securities                                                 
           available-for-sale ................    (91,825,004)    (88,208,602)
      Net increase in loans ..................    (25,531,038)     (9,447,845)
      Proceeds from sales of premises                                         
           and equipment .....................        153,406          96,170 
      Purchases of premises and equipment ....     (1,824,831)     (1,233,606)
                                                   ----------      ---------- 
          Net Cash Used in Investing                                          
                Activities ...................    (56,315,850)    (39,721,949)
                                                                              
Financing Activities                                                          
      Net decrease in                                                         
           noninterest-bearing deposits ......      (354,898)       (519,282) 
      Net increase in certificate of deposits                                 
          exceeding $100,000 .................      6,984,651      19,818,422 
      Net increase in other                                                   
          interest-bearing deposits ..........     26,790,254       6,967,951 
      Net increase in treasury                                            
          tax and loan note account  .........      2,163,352         725,112 
      Increase in borrowings .................      3,978,697       2,594,548 
      Cash dividends paid ....................     (1,640,803)    (1,450,200)
                                                   ----------      ---------- 
           Net Cash Provided by Financing                                     
                Activities ...................     37,921,253      28,136,551 
                                                   ----------      ---------- 
            Decrease in Cash                                                 
                and Cash Equivalents .........     (9,833,034)     (6,430,751)
      Cash and Cash Equivalents at                                            
           beginning of period ...............     46,874,641      63,918,819 
                                                   ----------      ---------- 
      Cash and Cash Equivalents at                                            
           end of period .....................   $ 37,041,607    $ 57,488,068 
                                                 ============    ============ 
Non-cash transactions:                                                        
      Transfer of loans to other real                                         
         estate ..............................   $    267,489    $    568,621 
                                                 ============    ============ 

See Notes to Consolidated Financial Statements                   

                                       5

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
                                  JUNE 30, 1997

Note 1 Basis of Presentation:

The consolidated balance sheet at December 31, 1996, has been derived from the
audited financial statements at that date. The accompanying unaudited
consolidated financial statements reflect all adjustments (consisting only of
normally recurring accruals) which are, in the opinion of management, necessary
for a fair statement of the results for the interim periods presented. The
statements should be read in conjunction with the notes to consolidated
financial statements included in the Registrant's annual report for the year
ended December 31, 1996. Certain information and footnote disclosures normally
included in consolidated financial statements prepared in accordance with
generally accepted accounting principles have been omitted in accordance with
the rules of the Securities and Exchange Commission.

Note 2  Earnings Per Share

In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings Per Share". Statement No. 128
simplifies the calculation of earnings per share (EPS) standards, and is
effective for both interim and annual periods ending after December 15, 1997.
The Company does not believe that the adoption of this statement will have a
material effect on its consolidated financial position or results of operations.

                                       6

                   THE PEOPLES HOLDING COMPANY AND SUBSIDIARY
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

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 21 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 $893,089,352 on December
31, 1996, to $936,186,408 on June 30, 1997, or 4.83% for the six month period.
Total securities increased from $246,110,248 on December 31, 1996, to
$268,561,588 on June 30, 1997, with the majority of growth in US Government
Agencies and Mortgage-backed securities. Loans, net of unearned income,
increased $24,121,155 or 4.29%.

Total deposits for the first six months of 1997 grew from $772,842,008 on
December 31, 1996 to $806,262,015 on June 30, 1997, or an increase of 4.32%,
with the majority of growth in time deposits.

The equity capital to total assets ratio was 10.04% and 10.14% for June 30, 1997
and December 31, 1996, respectively. The decrease is mainly due to the
decline in unrealized gains on securities available-for-sale at June 30, 1997.

Results of Operations-June 30, 1997 compared to June 30, 1996
- -------------------------------------------------------------------

The Company's net income for the six month period ending June 30, 1997, was
$5,231,555 representing an increase of $661,217 or 14.47% over net income
for the six month period ending June 30, 1996 which totaled $4,570,338. The
increase in net income for the six month period came from usual and
customary deposit gathering and lending operations. Net income was
$2,630,389 and $2,262,870 for the second quarter ending June 30, 1997 and
1996, respectively. The annualized returns on average assets for the six
month period ending June 30, 1997 and 1996, was 1.14% and 1.05%,
respectively.

                                       7

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 items of concern in managing net interest income are the
mix and maturity balance between interest-sensitive assets and related
liabilities. The net interest income for the six month periods ending June 30,
1997 and 1996, was $19,865,072 and $18,871,245, respectively. The net interest
income was $10,039,622 and $9,556,783 for the three month periods ending June
30, 1997 and 1996, respectively. Earning assets averaged $846.7 million for the
six month period ending June 30, 1997, compared to $782.4 million for the same
period in 1996. The increase in average earning assets is mainly due to the
increase in loan volume, based on consumer demand, and an increase in the
securities portfolio. The net interest margin was 4.94% and 5.06% for the six
month periods ending June 30, 1997 and 1996, respectively. The decrease in net
interest margin is due to the increase in the volume and rate of costing
liabilities in 1997.

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 present
and potential 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 $1,140,000 and $1,260,450 for the six month periods ending
June 30, 1997 and 1996, respectively. The allowance for loan losses as a
percent of net loans outstanding was 1.59% and 1.65% as of June 30, 1997 and
December 31, 1996, respectively. Net charge-offs to average loans was .20%
and .23% for the six month periods ending June 30, 1997 and 1996,
respectively.

Noninterest income was $5,708,479 for the six month period ending June 30, 1997,
compared to $5,276,114 for same period in 1996, or an increase of 8.19%. The
increase in deposits at June 30, 1997 compared to same period in 1996 resulted
in an increase in service charges and fees and commissions. The increase in
other income for the six months ending June 30, 1997, compared to the same
period in 1996, was attributable to an increase in debit card and merchant
activity and mortgage loan servicing. Noninterest income for the quarter ending
June 30, 1997 increased $316,412 or 12.45% compared to the same period in 1996.
The increase is mainly due to an increase in fees and commissions along with the
increased loan and deposit volume, coupled with security losses in the quarter
ending June 30, 1997 compared to securities gains in the same quarter of 1996.

Noninterest expenses were $16,978,259 for six month period ending June 30,1997,
compared to $16,355,147 for the same period 1996, or an increase of 3.81%. 
The components of noninterest expenses for the quarter ending and six
months ending June 30, 1997 and 1996, reflect normal increases for personnel
related expenses and general inflation in the cost of services and supplies
purchased by the Company. Noninterest expenses for the quarter ending June
30, 1997 increased $376,429 or 4.56% compared to the same period in 1996.

                                       8

Income tax expense was $2,223,737 for the six month period ending June 30, 1997,
compared to $1,961,424 for the same period in 1996. The increase is due to
increased profits for the six month period ending 1997 compared to 1996. The
Company continues to invest in assets whose earnings are given favorable tax
treatment, which lowered the indicated tax rate from 30.03% to 29.83%,
respectively.

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. Approximately 88% of the Company's
deposits are composed of accounts with balances less than $100,000. When
evaluating the movement of these funds even during 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.

Other sources available for meeting the Company's liquidity needs include
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, in order to meet liquidity needs. Historically, the Company has
not relied upon these sources to meet long-term liquidity needs. Sources of
funds derived from the FHLB are used primarily to match mortgage loan
originations in order to minimize interest rate risk.

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 amounts 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 June 30, 1997, the Bank has met all
capital adequacy requirements to which it is subject.

                                       9

As of June 30, 1997, 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:

                                             
                                                    Actual
                                                Amount   Ratio
                                                ------   -----
                                                (000)
                                                     
As of June 30, 1997
         Total Capital ....................   $ 96,975   16.3%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 89,504   15.0%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 89,504    9.8%
           (to Adjusted Average Assets)

As of December 31, 1996
         Total Capital ....................   $ 92,734   16.4%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 85,618   15.1%
           (to Risk Weighted Assets)
         Tier I Capital ...................   $ 85,618    9.9%
           (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 $ 24.05 and $23.18 at June 30, 1997 and December 31,
1996, respectively. Quarterly cash dividends were raised to $.22 per share
during the second quarter of 1997, up from $.19 per share during the second
quarter of 1996.

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

                                       10

Part II.  OTHER INFORMATION

   Item 1.     Legal Proceedings

               There have been no material proceding against the Company
               during the quarter ending June 30, 1997.

   Item 4.     Submission of Matters to a Vote of Shareholders

               The annual meeting of the shareholders of The Peoples Holding
               Company was held on April 8, 1997, for the purpose of electing
               five members to the board of directors for a three year term, and
               one member to the board of directors for a one year term, and to
               ratify the appointment of the independent auditors. Proxies for
               the meeting were solicited pursuant to Section 14(a) of the
               Securities Exchange Act of 1934.

               Election of Directors          For      Withheld   Not Voting

                THREE-YEAR TERM
               George H. Booth, II         3,118,308         0     788,367
               Frank B. Brooks             3,114,693     3,615     788,367
               Robert C. Leake             3,118,308         0     788,367
               Larry Michael               3,113,162     5,146     788,367
               J. Heywood Washburn         3,117,438       870     788,367

                ONE-YEAR TERM
               John M. Creekmore           3,117,635       673     788,367

                                              For       Against    Abstain
               Ratify appointment of
               Ernst & Young LLP as
               independent auditors
               for 1997                    3,120,481         0     786,194

   Item 6(b)   Reports on Form 8-K

               Form 8-K was not filed during the quarter ending June 30, 1997.
              
                                       11

                                   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:  August 13, 1997                    /s/ John W. Smith
                                   ---------------------------
                                          John W. Smith
                                 President & Chief Executive Officer

                                       12

  

 9
 1000

                   6-MOS
                          DEC-31-1997
                               JUN-30-1997
                                           37042
                            6792
                                     0
                                     0
                     216036
                           52525
                             52956
                                         586574
                                       9307
                                  936186
                                      806262
                                      8517
                              12288
                                      15153
                                0
                                          0
                                         19533
                                       74432
                  936186
                                  26764
                                 8043
                                   360
                                 35167
                               14675
                               15301
                            19865
                                     1140
                                  78
                                  16978
                                   7455
                        7455
                                      0
                                            0
                                      5232
                                     1.34
                                     1.34
                                    4.94
                                       1213
                                      3715
                                     0
                                   1213
                                  9309
                                     1530
                                       388
                                 9307
                              9307
                                  0
                           9307