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


                                January 22, 2003
                        ---------------------------------
                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 January 22, 2003, issued by The Peoples
                Holding Company.


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

          At the close of  business  on January 22,  2003,  The Peoples  Holding
          Company  issued a press release  announcing  record fourth quarter and
          annual  earnings for 2002.  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:     January 22, 2003




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

       EXHIBIT NUMBER                        DESCRIPTION
       --------------        -------------------------------------------
            99.1             Press Release, dated January 22, 2003, issued by
                             The Peoples Holding Company.