SECURITIES AND EXCHANGE COMMISSION


                             Washington, DC 20549



                                   FORM 8-K

                                CURRENT REPORT

    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported): September 16, 1996

                         Peoples Financial Corporation
                     -------------------------------------
            (Exact name of registrant as specified in its charter)



          Ohio                  1-12103                   34-1822228
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(State of Incorporation) (Commission File No.) (IRS Employer Identification No.)




                  211 Lincoln Way East, Massillon Ohio 44646
                  ------------------------------------------
                   (Address of principal executive offices)


Registrant's telephone number, including area code: 330-832-7441.




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                                   FORM 8-K
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Item 1.  Changes in Control of Registrant.

         Not applicable.

Item 2.  Acquisition or Disposition of Assets.

         Not applicable.

Item 3.  Bankruptcy or Receivership.

         Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

     On September 16, 1996, Peoples Financial Corporation (the "Corporation"),
with  the  approval  of  the  Board  of  Directors,   decided  to  change  the
Corporation's  independent public auditors from Hall, Kistler & Company P.L.L.
to  Grant  Thornton  LLP.  Hall,  Kistler  &  Company  P.L.L.  served  as  the
Corporation's  independent  certified public accountants from 1968 through the
fiscal year ended  September  30, 1995.  The Board of  Directors'  decision to
engage Grant  Thornton LLP is based on that firm's  commitment  toward serving
mid-sized  community-based  financial  institutions.  Hall,  Kistler & Company
P.L.L.'s reports on the consolidated  financial  statements of the Corporation
for the past two years did not contain any adverse  opinion or  disclaimer  of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles. During the last two fiscal years of the Corporation and
Peoples Federal Savings and Loan Association of Massillon,  the  Corporation's
subsidiary  ("Peoples"),  and the interim period  through  September 16, 1996,
there have not been any  disagreements  between the Corporation or Peoples and
Hall,  Kistler & Company  P.L.L.  on any matter of  accounting  principles  or
practices,  consolidated  financial  statement  disclosure  or audit  scope or
procedure.

     Grant  Thornton  LLP has been  engaged as the  Corporation's  independent
certified  public  accountants  effective  September  16,  1996.  While  Grant
Thornton has been previously engaged with respect to certain tax matters,  the
Corporation  has not requested or obtained any advice from Grant  Thornton LLP
concerning  any material  accounting,  auditing or financial  reporting  issue
regarding the application of accounting  principles to a specified transaction
or the type of audit  opinion  that  might be  rendered  on the  Corporation's
consolidated financial statements.

Item 5.  Other Events.

         Not applicable.




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Item 6.  Resignations of Registrant's Directors.

         Not applicable.

Item 7.  Financial Statements and Exhibits.

         Exhibit 16.  Letter from Hall, Kistler & Company P.L.L.

Item 8.  Change in Fiscal Year.

         Not applicable.





                                  SIGNATURES

     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 hereto duly authorized.



Date: September 20, 1996              PEOPLES FINANCIAL CORPORATION




                                  By: /s/ Paul von Gunten
                                      ---------------------------------------
                                      Paul von Gunten
                                      President and Chief Executive Officer