UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 11-K

               [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                                       OR

             [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

          For the transition period from ____________ to ____________.

                       Commission file number: 001-13253

A.   Full title of the plan and the address of the plan, if different  from that
     of the issuer named below:

                  THE PEOPLES BANK & TRUST COMPANY 401(K) PLAN

B.   Name of issuer of the securities  held pursuant to the plan and the address
     of its principal executive office:

                           THE PEOPLES HOLDING COMPANY
                                 209 Troy Street
                                Tupelo, MS 38802

                                FINANCIAL REPORT

                                THE PEOPLES BANK
                               AND TRUST COMPANY

                                  401(k) PLAN

                              Tupelo, Mississippi
                               December 31, 2002

                                    CONTENTS

                                                                    PAGE
INDEPENDENT AUDITORS' REPORT ......................................    3

FINANCIAL STATEMENTS:
  STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS .................    4
  STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS ......    5
  NOTES TO FINANCIAL STATEMENTS ...................................    6

SUPPLEMENTAL SCHEDULES:
  SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR ..   10
  SCHEDULE OF REPORTABLE TRANSACTIONS .............................   11

                          INDEPENDENT AUDITORS' REPORT

To the Administrative Committee
The Peoples Bank and Trust Company
401(k) Plan
Tupelo, Mississippi

     We have  audited the  accompanying  statement of net assets  available  for
benefits of The Peoples  Bank and Trust  Company  401(k) Plan as of December 31,
2002 and 2001, and the related statements of changes in net assets available for
benefits  for  the  years  then  ended.  These  financial   statements  are  the
responsibility  of the Plan's  management.  Our  responsibility is to express an
opinion on these financial statements based on our audits.

     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material  respects,  the net assets available for benefits of The Peoples
Bank and Trust  Company  401(k) Plan as of December  31, 2002 and 2001,  and the
changes in its net assets  available  for  benefits  for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.

     Our  audits  were  conducted  for the  purpose of forming an opinion on the
basic  financial  statements  taken as a whole.  The  supplemental  schedules of
assets held for investment purposes at end of year, and reportable transactions,
together  referred  to as  "supplemental  information",  are  presented  for the
purpose  of  additional  analysis  and are  not a  required  part  of the  basic
financial   statements  but  are  supplementary   information  required  by  the
Department of Labor's Rules and Regulations  for Reporting and Disclosure  under
the  Employee   Retirement  Income  Security  Act  of  1974.  This  supplemental
information is the  responsibility of the Plan's  management.   The supplemental
information has been subjected to the auditing  procedures applied in the audits
of the basic financial  statements and, in our opinion,  is fairly stated in all
material  respects  in  relation to the basic  financial  statements  taken as a
whole.

                               /s/ Nail McKinney Professional Association

April 23, 2003

                                       3

                STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

                       THE PEOPLES BANK AND TRUST COMPANY
                                  401(k) PLAN

                           December 31, 2002 and 2001

                                                     2002           2001
          ASSETS                                 -----------    -----------
INVESTMENTS AT FAIR VALUE (Note 5)
   Mutual funds ................................ $ 4,505,811    $ 3,851,058
   Common stock ................................   1,941,982      1,566,136
   Trust for U.S. Treasury Obligations .........       9,001         32,423
   Participant note receivable .................       1,424              -
                                                 -----------    -----------
Total investments ..............................   6,458,218      5,449,617

RECEIVABLES
   Employer contribution .......................     644,644        440,214
   Dividends ...................................      13,446         11,247
                                                 -----------    -----------
Total receivables ..............................     658,090        451,461
                                                 -----------    -----------
Total assets ...................................   7,116,308      5,901,078
                                                 -----------    -----------

      LIABILITIES
Cash overdraft .................................       1,182              -
Due to participants ............................           -            474
                                                 -----------    -----------
Total liabilities ..............................       1,182            474
                                                 -----------    -----------
Net assets available for benefits .............. $ 7,115,126    $ 5,900,604
                                                 ===========    ===========

The notes to financial statements are an
integral part of these statements.

                                       4

           STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

                       THE PEOPLES BANK AND TRUST COMPANY
                                  401(k) PLAN

                     Years ended December 31, 2002 and 2001

                                                     2002           2001
                                                 -----------    -----------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
   Investment income:
      Net appreciation (depreciation) in fair
        value of investments (Note 5) .......... $  (498,999)   $   533,399
      Interest .................................       4,154          4,398
      Dividends ................................     155,790        126,531
                                                 -----------    -----------
                                                    (339,055)       664,328
   Contributions
      Employer .................................     644,644        440,347
      Participant deferrals ....................   1,217,956        891,413
                                                 -----------    -----------
                                                   1,862,600      1,331,760
                                                 -----------    -----------
   Total additions .............................   1,523,545      1,996,088
                                                 -----------    -----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
      Benefits paid to participants ............     309,023        254,656
                                                 -----------    -----------
   Total deductions ............................     309,023        254,656
                                                 -----------    -----------
   Net increase ................................   1,214,522      1,741,432

NET ASSETS AVAILABLE FOR BENEFITS:
   Beginning of year ...........................   5,900,604      4,159,172
                                                 -----------    -----------
   End of year ................................. $ 7,115,126    $ 5,900,604
                                                 ===========    ===========

The notes to financial statements are an
integral part of these statements.

                                       5

                         NOTES TO FINANCIAL STATEMENTS

                       THE PEOPLES BANK AND TRUST COMPANY
                                  401(k) PLAN

                               December 31, 2002

NOTE 1. DESCRIPTION OF PLAN

     The  following  brief  description  of The Peoples  Bank and Trust  Company
401(k)  Plan  (Plan)  is  provided  for  general   information   purposes  only.
Participants should refer to the Plan agreement for more complete information.

A.   General. The Plan is a defined contribution plan covering substantially all
     employees  of The  Peoples  Bank and Trust  Company.  It is  subject to the
     provisions of the Employee Retirement Income Security Act of 1974 (ERISA).

B.   Contributions . Each year,  participants may contribute up to 10% of pretax
     annual  compensation,  as  defined  in  the  Plan.  Participants  may  also
     contribute amounts representing  distributions from other qualified defined
     benefit or contribution  plans. The employer matches 100% of the employee's
     salary  deferral  contribution  up  to  four   percent  of  the  employee's
     compensation.   The  employer  may  make  a  discretionary  profit  sharing
     contribution.  Contributions are subject to certain limitations.

C.   Participant  Accounts.  Each  participant's  account is  credited  with the
     participant's contribution and allocations of the employer contribution and
     plan  earnings/losses.  Each participant's  account is also charged with an
     allocation of  administrative  expenses,  when applicable.  Allocations are
     based on participant earnings or account balances,  as defined. The benefit
     to which a participant is entitled is the benefit that can be provided from
     the participant's vested account.

D.   Vesting.  Participants  are  immediately  100%  vested in  salary  deferral
     contribution and earnings allocated to those accounts.  Vesting in matching
     employer  contributions and profit sharing  contributions is based on a six
     year  graduated   schedule.   Forfeitures  of  non-vested   employer  match
     contributions will reduce employer match contribution or reduce expenses of
     the plan.  Forfeitures of non-vested employer profit sharing  contributions
     will be allocated to other participants based on compensation.

E.   Investment  Options.  Upon enrollment in the Plan, a participant may direct
     contributions in any of six investment options.

     - Peoples Holding Company Common Stock
     - Money Market Obligation Trust
     - Federated Index Trust
     - Federated U.S. Government Securities Fund
     - Vanguard/Wellington Fund, Inc.
     - Vanguard/Wellesley Income Fund

                                       6

                  NOTES TO FINANCIAL STATEMENTS - (Continued)

NOTE 1. DESCRIPTION OF PLAN - (Continued)

F.   Payment of  Benefits.  Upon  termination  of service with the  employer,  a
     participant  may elect to  receive a  lump-sum  distribution  of his or her
     entire vested account balance.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.   Basis of  Accounting . The  financial  statements  of the Plan are prepared
     under the accrual method of accounting.

B.   Valuation  of  Investments.   The Plan's  investments  are stated at market
     value.  If available,  quoted market prices are used to value  investments.
     If quoted market prices are not available,  the trustee  estimates the fair
     value of the asset.

C.   Payment of Benefits.  Benefits are recorded when paid.

D.   Plan  Termination.   Although it has not expressed any intent to do so, the
     Employer  has the right to  terminate  the Plan at any time  subject to the
     provisions of ERISA.

E.   Operating  Expenses.  The Plan  sponsor  absorbs all of the  administrative
     expenses of the Plan.

F.   Estimates.  The  preparation  of financial  statements in  conformity  with
     generally accepted accounting principles requires the plan administrator to
     make estimates and  assumptions  that affect certain  reported  amounts and
     disclosures. Accordingly, actual results may differ from those estimates.

NOTE 3. PLAN TERMINATION

     Although it has not  expressed  any intent to do so, The  Peoples  Bank and
Trust  Company has the right at any time to terminate  the Plan. In the event of
plan termination, all employees will become 100% vested in their accounts

NOTE 4. INCOME TAX STATUS

     The Plan's most recent  favorable  determination  letter  received from the
Internal  Revenue  Service is dated  February 12, 1998.  The plan  administrator
believes that the plan is designed and has been  operated in compliance with the
applicable  requirements  of the Internal  Revenue Code ( the "Code").  In April
2003,  the plan sponsor  amended and restated the plan to comply with recent tax
law requirements  (commonly referred to as "GUST") and to make other plan design
changes.  The  amended  and  restated  plan is in the form of a  prototype  plan
sponsored by Southeastern Employee Benefit Services, Inc. It consists of a basic
plan document and a  nonstandardized  adoption  agreement.  The  prototype  plan
sponsor  received  a favorable  determination  letter from the Internal  Revenue
Service  dated  November 27, 2001 for the  prototype  plan.  Recently,  the plan
administrator  submitted the amended and restated  plan to the Internal  Revenue
Service to request a favorable  determination  that the plan is qualified  under
Sections 401 (a) and 401 (k) of the Code.  The plan administrator  believes that
the  Plan  is  currently  being  operated  in  compliance  with  the  applicable
requirements of the Code.

                                       7

                  NOTES TO FINANCIAL STATEMENTS - (Continued)

NOTE 5. INVESTMENTS

     All of the Plan's investments are held by a  bank-administered  trust fund.
The following  table presents the fair value of investments at December 31, 2002
and 2001.
                                                       2002           2001
                                                   -----------    -----------
Investments at fair value as determined
by quoted market price
  Mutual funds:
     Money Market Obligation Trust ............... $   193,324    $   151,529
     Federated Index Trust .......................   1,725,553      1,839,451
     Federated U.S. Government Securities Index...     215,896        121,809
     Vanguard / Wellington Fund Inc. .............   1,469,155      1,346,267
     Vanguard / Wellesley Income Fund ............     901,883        392,002

  Common stock:
     Peoples Holding Company .....................   1,941,982      1,566,136

  Trust for U.S. Treasury Obligations ............       9,001         32,423
  Participant note receivable ....................       1,424              -
                                                   -----------    -----------
                                                   $ 6,458,218    $ 5,449,617
                                                   ===========    ===========

     During 2002 and 2001, the Plan's investments (including gains and losses on
investments  bought  and sold,  as well as held  during  the  year)  appreciated
(depreciated) in value as follows:

                                                       2002           2001
                                                   -----------    -----------
Appreciation (depreciation) in fair value
  Mutual funds ................................... $  (667,325)   $  (260,489)
  Common stock ...................................     168,326        793,888
                                                   -----------    -----------
                                                   $  (498,999)   $   533,399
                                                   ===========    ===========

NOTE 6. INVESTMENT IN PEOPLES HOLDING COMPANY STOCK

     The Plan's trust held investments in the bank's parent, The Peoples Holding
Company, as follows:

                                                    12/31/2002     12/31/2001
                                                   -----------    -----------
Number of shares held ............................      47,656         42,328
Market value of shares ........................... $ 1,941,982    $ 1,566,136
As a percentage of total market
   value of plan assets ..........................      27.29%         26.54%
As a percentage of the outstanding common
   shares of The Peoples Holding Company .........       0.85%          0.74%

                                       8

                             SUPPLEMENTAL SCHEDULES

                                       9

                     SCHEDULE OF ASSETS HELD FOR INVESTMENT
                            PURPOSES AT END OF YEAR

                       THE PEOPLES BANK AND TRUST COMPANY
                                  401(k) PLAN

                          Year ended December 31, 2002

                             (c) Description of investment
     (b) Identity of issue,      including maturity date,
         borrower, lessor,       rate of interest, collateral,                 (e) Current
(a)      or similar party        par, or maturity value           (d) Cost          Value
- ----  ---------------------  ---------------------------------  -------------  -------------
                                                                   
      Trust for U.S.
      Treasury Obligations             Mutual Fund              $     9,001    $     9,001

      Money Market
      Obligations Trust                Mutual Fund                  193,324        193,324

      Federated Index Trust
      Max-Cap. Inst.                   Mutual Fund                2,327,183      1,725,553

      Federated U.S. Govt.
      Securities                       Mutual Fund                  212,126        215,896

      Vanguard Wellington
      Fund                             Mutual Fund                1,665,839      1,469,155

      Vanguard Wellesley
      Fund                             Mutual Fund                  904,214        901,883

      Peoples Holding
      Company                          Common stock               1,402,759      1,941,982

      Participant notes
      receivable                       Notes receivable               1,424          1,424
                                                                -------------  -------------
                                                                $ 6,715,870    $ 6,458,218
                                                                =============  =============

                                       10

                      SCHEDULE OF REPORTABLE TRANSACTIONS

                        THE PEOPLES BANK & TRUST COMPANY
                                  401(k) PLAN

                          Year ended December 31, 2002

                 (b) Description of                                                                     (h) Current
                    asset (include                                                                        value of
(a) Identity of      interest rate                                         (f) Expense                    asset on    (i) Net
    of party        and maturity in  (c) Purchase  (d) Selling  (e) Lease    incurred       (g) Cost    transaction   gain or
    involved        case of a loan)     Price         Price       rental   w/transaction    of asset       date        (loss)
- ---------------  ------------------  ------------  -----------  ---------  -------------  ------------  -----------  ----------
                                                                                             
Trust for U.S.   Mutual Fund         $   432,812   $            $          $              $             $  432,812   $
Treasury Ob-     Multiple Purchases
ligations

Trust for U.S.   Mutual Fund                          456,234                                 456,234      456,234
Treasury Ob-     Multiple Sales
ligations

Federated        Mutual Fund             694,536                                              694,536      694,536
Index Trust      Multiple Purchases
Max-Cap
Inst.

Federated        Mutual Fund                          289,302                                 376,468      289,302     (87,166)
Index Trust      Multiple Purchases
Max-Cap
Inst.

Vanguard         Mutual Fund             493,436                                              493,436      493,436
Wellington       Multiple Purchases
Fund

Vanguard         Mutual Fund             553,374                                              553,374      553,374
Wellington       Multiple Purchases
Fund

                                       11

                                   SIGNATURE

     The Plan.  Pursuant to the  requirements of the Securities  Exchange Act of
1934, the trustees (or other persons who  administer the employee  benefit plan)
have duly caused  this Annual  Report on Form 11-K to be signed on its behalf by
the undersigned hereunto duly authorized.

                                                     THE PEOPLES BANK & TRUST
                                                     COMPANY 401(K) PLAN

Date: June 19, 2003                                  /s/ Hollis Ray Smith
                                                     --------------------------
                                                     Hollis Ray Smith
                                                     Senior Vice President
                                                     Human Resources Department

                                       12

Exhibit 23.1

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the  incorporation by reference of our report dated April 23,
2003, covering the financial statements and supplemental schedule of The Peoples
Bank & Trust Company  401(k) Plan as of December 31, 2002,  and 2001 and for the
years ended  December  31, 2002 and 2001,  included in this Form 11-K,  into The
Peoples  Bank & Trust  Company  401(k) Plan  Registration  Statement on Form S-8
(File No. 333-104445).

                                  /s/  Nail McKinney Professional Association

Tupelo, MS
June 19, 2003