FORM 8-A

                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

                    PURSUANT TO SECTION 12(b) OR (g) OF THE

                        SECURITIES EXCHANGE ACT OF 1934

                         PEOPLES FINANCIAL CORPORATION
            (Exact name of registrant as specified in its charter)

                 OHIO                                  34-1822228
        ------------------------                   -------------------
        (State of incorporation)                    (I.R.S. Employer
                                                   Identification No.)


                  211 LINCOLN WAY EAST, MASSILLON, OHIO 44646
              (Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

     Title of each class                      Name of each exchange on which
     to be so registered                      each class is to be registered

            NONE                                           NONE
         ----------                                     ----------


If this Form relates to the  registration of a class of debt securities and is
effective upon filing pursuant to General Instruction  A.(c)(1),  please check
the following box. ____

If this Form relates to the  registration of a class of debt securities and is
to become  effective  simultaneously  with the  effectiveness  of a concurrent
registration  statement  under the  Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. ____

Securities to be registered pursuant to Section 12(g) of the Act:

                          Common shares, no par value
                               (Title of Class)



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                INFORMATION REQUIRED IN REGISTRATION STATEMENT



Item 1.   Description of Registrant's Securities to be Registered.

     The  information  with respect to the Common Shares of Peoples  Financial
Corporation (the  "Registrant")  contained in the Prospectus of the Registrant
filed with the Securities and Exchange  Commission on August 7, 1996, on pages
85 and 86, under the heading  "DESCRIPTION OF AUTHORIZED SHARES" and under the
headings cross referenced on such pages is incorporated herein by reference.


Item 2.   Exhibits.

     1    Form  of   certificate   of  common  shares  of  Peoples   Financial
          Corporation

     2(a) Articles of Incorporation of Peoples Financial Corporation

     2(b) Certificate of Amendment to the Articles of Incorporation of Peoples
          Financial Corporation

     2(c) Code of Regulations of Peoples Financial Corporation



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                                   SIGNATURE



     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934,  the  registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


                                           PEOPLES FINANCIAL CORPORATION
                                                   (Registrant)


Date: August 19, 1996                              By: Paul von Gunten
      -------------------------                        -----------------------
                                                       Paul von Gunten
                                                       President



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                         PEOPLES FINANCIAL CORPORATION
                      REGISTRATION STATEMENT ON FORM 8-A

                               INDEX TO EXHIBITS



            EXHIBIT
              NO.                           EXHIBIT
            -------                    -----------------


               1                 Form of Certificate of common
                                 shares of  Peoples Financial
                                 Corporation

             2(a)                Articles of Incorporation of
                                 Peoples Financial Corporation

             2(b)                Certificate of Amendment to
                                 the Articles of Incorporation
                                 of  Peoples Financial
                                 Corporation

             2(c)                Code of Regulations of
                                 Peoples Financial Corporation


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