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


                                    FORM 8-K

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


                               November 19, 2002
                        ---------------------------------
                Date of Report (Date of Earliest Event Reported)


                           THE PEOPLES HOLDING COMPANY
                           ---------------------------
             (Exact Name of Registrant as Specified in its Charter)


                   Mississippi        1-13253        64-0676974
                 ---------------    -----------    -------------
                 (State or Other    (Commission    (I.R.S. Iden-
                 Jurisdiction of     File          tification
                 Incorporation)      Number)       Number)


                 209 Troy Street, Tupelo, Mississippi 38802-0709
                ------------------------------------- ----------
               (Address of Principal Executive Office) (Zip Code)

                  Registrant's Telephone Number: (662)680-1001



ITEM 7:   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
          -------------------------------------------------------------------
          (a) The following exhibit is filed herewith:

          99.1  Press Release, dated November 20, 2002, issued by The Peoples
                Holding Company.


ITEM 9:   REGULATION FD DISCLOSURE.
          -------------------------

          At the close of business on November  20,  2002,  The Peoples  Holding
          Company  issued  a  press  release  announcing  the  declaration  of a
          quarterly  cash  dividend on its common  stock of $.27 per share which
          reflects a $.01 per share increase in its quarterly cash dividend. The
          press release is filed as Exhibit 99.1 to this Form 8-K.




                                  SIGNATURE

Pursuant  to the  requirements  of The  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


                                   THE PEOPLES HOLDING COMPANY
                                   ---------------------------
                                           Registrant


                                   /s/  E. Robinson McGraw
                                   ---------------------------
                                        E. Robinson McGraw
                               President & Chief Executive Officer


DATE:     November 21, 2002




                                 EXHIBIT INDEX
                                 -------------

       EXHIBIT NUMBER                        DESCRIPTION
       --------------        -------------------------------------------
            99.1             Press Release, dated November 20, 2002, issued by
                             The Peoples Holding Company.