1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q

         [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

       For the quarterly period ended June 30, 1998  
                                     ---------------
                                       or
    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                        Commission File Number 2 - 98268
                                              -----------

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

                    Mississippi                      64-0709834
- -------------------------------------------------------------------------------
     (State or other jurisdiction of   (I.R.S. Employer Identification No.) 
      incorporation or organization)

      Lameuse and Howard Avenues, Biloxi, Mississippi     39533
- -------------------------------------------------------------------------------
      (Address of principal executive offices)         (Zip Code)

                                 (228) 435-5511
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            Yes    X            No
                                 -----              ----

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.

Peoples Financial Corporation has only one class of common stock authorized. At
July 24, 1998, there were 15,000,000 shares of $1 par value common stock
authorized, and 1,476,336 shares issued and outstanding.


                                  Page 1 of 18
   2
                                     PART I
                              FINANCIAL INFORMATION
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)



June 30, December 31, and June 30,                             1998                  1997                  1997    
- ----------------------------------                             ----                  ----                  ----    
                                                                                                        
ASSETS

  Cash and due from banks                                  $ 29,977,082          $ 20,611,495          $ 31,912,528 
  Available for sale securities                              32,081,876            47,677,562            52,488,162 
  Held to maturity securities, market value                 
   of $116,903,000 - June 30, 1998; $103,793,000 -
   December 31, 1997; $98,961,000 - June 30, 1997           116,076,083           102,835,564            98,235,185
  Federal funds sold                                            700,000             6,150,000             6,550,000 
  Loans                                                     271,411,969           251,797,566           235,636,534 
    Less: Unearned income                                         6,229                 1,314                11,470 
          Allowance for loan losses                           4,359,149             4,434,770             4,455,467 
                                                           ------------          ------------          ------------ 
    Loans, net                                              267,046,591           247,361,482           231,169,597 
  Bank premises and equipment, net                           
   of accumulated depreciation of $8,141,000 -              
   June 30, 1998; $7,762,000 - December 31, 1997;
   and $7,296,000 - June 30, 1997                            10,847,857             9,424,080             8,807,383 
  Other real estate                                             577,537               512,370               446,384 
  Accrued interest receivable                                 3,616,059             3,619,917             3,790,385 
  Other assets                                                7,123,341             3,376,662             3,364,594 
  Intangible assets                                              47,354               189,397               337,077 
                                                           ------------          ------------          ------------ 
Total assets                                               $468,093,780          $441,758,529          $437,101,295 
                                                           ============          ============          ============ 


                                  Page 2 of 18
   3

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                    CONSOLIDATED BALANCE SHEETS (Continued)
                                  (Unaudited)



June 30, December 31, and June 30,                             1998                   1997                      1997    
- ----------------------------------                             ----                   ----                      ----    
                                                                                                        
LIABILITIES & SHAREHOLDERS' EQUITY

LIABILITIES:

  Deposits:
    Demand, non-interest bearing                          $  74,068,331           $  67,580,617           $  71,369,923 
    Savings and demand, interest bearing                    176,131,304             160,499,479             165,355,414 
    Time, $100,000 or more                                   73,262,425              83,700,139              75,620,996 
    Other time deposits                                      64,197,217              60,774,594              58,659,063 
                                                          -------------           -------------           ------------- 
    Total deposits                                          387,659,277             372,554,829             371,005,396 
  Accrued interest payable                                      737,027                 726,763                 814,151 
  Federal funds purchased and securities                      
   sold under agreements to repurchase                        4,507,412
  Notes payable                                                 209,102                 215,094                 220,928 
  Other liabilities                                           3,960,359               2,490,081               2,376,110 
                                                          -------------           -------------           ------------- 
  TOTAL LIABILITIES                                         397,073,177             375,986,767             374,416,585 
                                                                                                                        
SHAREHOLDERS' EQUITY:                                                                                                   
                                                                                                                        
  Common Stock, $1 par value, 15,000,000                                                                                
   shares authorized, 1,476,336 shares                                                                                  
   issued and outstanding at June 30, 1998,                                                                             
   December 31, 1997 and June 30, 1997,                                                                                 
   after giving retroactive effect to two                                                                               
   for one stock split effective                                                                                        
   September 15, 1997                                         1,476,336               1,476,336               1,476,336 
  Surplus                                                    58,188,094              58,188,094              53,188,094 
  Undivided profits                                          11,111,017               5,924,027               8,207,276 
  Accumulated other comprehensive income                        245,156                 183,305                (186,996)
                                                          -------------           -------------           ------------- 
  TOTAL SHAREHOLDERS' EQUITY                                 71,020,603              65,771,762              62,684,710 
                                                          -------------           -------------           ------------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $ 468,093,780           $ 441,758,529           $ 437,101,295 
                                                          =============           =============           ============= 


See Selected Notes to Consolidated Financial Statements.

                                  Page 3 of 18
   4

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)



                                              For The Quarters Ended June 30,       For The Six Months Ended June 30,
                                              -------------------------------       ---------------------------------
                                                  1998               1997                1998               1997
                                              -------------------------------       ---------------------------------
                                                                                              
INTEREST INCOME:

  Interest and fees on loans                  $ 6,051,874         $ 5,355,372         $11,980,211         $10,502,967 
  Interest and dividends on investments:
    U. S. Treasury                              1,315,044           1,308,148           2,547,700           2,872,691 
    U. S. Government agencies                                                                                         
    and corporations                              751,745             990,008           1,617,892           1,984,997 
    States and political subdivisions             101,688             105,604             159,290             218,788 
    Other investments                              14,469               2,332              14,469               9,342 
  Interest on federal funds sold                  108,512             144,816             207,952             284,699 
                                              -----------         -----------         -----------         ----------- 
TOTAL INTEREST INCOME                           8,343,332           7,906,280          16,527,514          15,873,484 
                                              -----------         -----------         -----------         ----------- 
INTEREST EXPENSE:                                                                                                     

  Time deposits of $100,000 or more             1,089,934           1,086,423           2,107,848           2,242,994 
  Other deposits                                2,343,755           2,114,714           4,578,877           4,187,935 
  Mortgage indebtedness                             2,839               2,997               5,719               6,032 
  Federal funds purchased and securities           
  sold under agreements to repurchase              45,189               8,854             105,802              63,956 
                                              -----------         -----------         -----------         ----------- 
TOTAL INTEREST EXPENSE                          3,481,717           3,212,988           6,798,246           6,500,917 
                                              -----------         -----------         -----------         ----------- 
NET INTEREST INCOME                             4,861,615           4,693,292           9,729,268           9,372,567 
Provision for losses on loans                                                                                         
                                              -----------         -----------         -----------         ----------- 
NET INTEREST INCOME AFTER
 PROVISION FOR LOSSES ON LOANS                  4,861,615           4,693,292           9,729,268           9,372,567 
                                              -----------         -----------         -----------         ----------- 
OTHER OPERATING INCOME:

  Trust department income and fees                223,572             156,870             428,693             347,453 
  Service charges on deposit accounts             988,705             979,156           1,866,871           1,922,532 
  Other service charges, commissions and fees      69,098              80,191             140,601             145,747 
  Gain on sale of securities                        3,435                                  25,280             640,613
  Other income                                     92,882             103,475           5,222,460             211,589 
                                              -----------         -----------         -----------         ----------- 
TOTAL OTHER OPERATING INCOME                  $ 1,377,692         $ 1,319,692         $ 7,683,905         $ 3,267,934 
                                              -----------         -----------         -----------         ----------- 



                                  Page 4 of 18
   5
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                  CONSOLIDATED STATEMENTS OF INCOME (continued)
                                   (Unaudited)



                                              For The Quarters Ended June 30,       For The Six Months Ended June 30,
                                              -------------------------------       ---------------------------------
                                                  1998               1997                1998               1997
                                              -------------------------------       ---------------------------------
                                                                                              
OTHER OPERATING EXPENSE:

  Salaries and employee benefits              $2,155,931          $1,978,367          $4,330,913          $3,885,340 
  Net occupancy                                  224,208             201,221             478,110             417,022 
  Equipment rentals, depreciation                
   and maintenance                               485,160             398,945             986,720             817,026 
  Other expense                                1,407,415           1,287,250           3,028,016           2,583,158 
                                              ----------          ----------          ----------          ---------- 
TOTAL OTHER OPERATING EXPENSE                  4,272,714           3,865,783           8,823,759           7,702,546 
                                              ----------          ----------          ----------          ---------- 
INCOME BEFORE INCOME TAXES                     1,966,593           2,147,201           8,589,414           4,937,955 
INCOME TAXES                                     682,160             746,360           2,944,760           1,730,610 
                                              ----------          ----------          ----------          ---------- 
NET INCOME                                    $1,284,433          $1,400,841          $5,644,654          $3,207,345 
                                              ==========          ==========          ==========          ========== 


See Selected Notes to Consolidated Financial Statements.


                                  Page 5 of 18
   6
                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (Unaudited)


                                                                   Accumulated
                    # of                                              Other                       
                   Common       Common                Undivided   Comprehensive  Comprehensive
                   Shares       Stock     Surplus      Profits       Income          Income        Total
                   ------       ------    -------     ---------   -------------  -------------     -----    
                                                                           
Balance,             
January 1,         
1997,
as
previously
reported           738,168  $  738,168  $53,926,262  $ 5,428,068  $      261,706                $ 60,354,204

Two-for-one        
stock split in
1997               738,168     738,168     (738,168)
                 ---------  ----------   ----------  -----------  --------------                -----------
Balance,         
January 1,
1997, as
restated         1,476,336   1,476,336   53,188,094    5,428,068         261,706                  60,354,204

Comprehensive
Income:

Net income                                             3,207,345                    $3,207,345     3,207,345

Net unrealized                                                          
loss on
available for
sale
securities,
net of tax                                                               (55,206)      (55,206)      (55,206)

Reclassification                                                       
adjustment for
available for
sale
securities
called or sold
in current
year, net of
tax                                                                     (393,496)     (393,496)     (393,496)
                                                                                  ------------
Total                                                                               
comprehensive                                                                        
income                                                                            $  2,758,643
                                                                                  ============
Cash                                                   
dividends,
(.29 per 
share)                                                  (428,137)                                   (428,137)
                 ---------- ----------- -----------  -----------  --------------                ------------
Balance, June    
30, 1997          1,476,336 $ 1,476,336 $53,188,094  $ 8,207,276  $     (186,996)               $ 62,684,710
                 ========== =========== ===========  ===========  ==============                ============


                                 Page 6 of 18
   7

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Continued)
                                   (Unaudited)



                                                                    Accumulated
                    # of                                               Other                       
                   Common       Common                  Undivided  Comprehensive  Comprehensive
                   Shares       Stock        Surplus     Profits      Income          Income        Total
                   ------       ------       -------    ---------  -------------  -------------     -----    
                               C>                                             
Balance,             
January 1,         
1997,             1,476,336 $ 1,476,336 $ 58,188,094 $ 5,924,027  $   183,305                     $65,771,762

Comprehensive
Income:

Net income                                             5,644,654                  $  5,644,654      5,644,654
                                                                                      
Net unrealized                                                            
gain on
available for
sale
securities,
net of tax                                                             64,118           64,118         64,118

Reclassification                                                         
adjustment for
available for
sale
securities
called or sold
in current
year, net of
tax                                                                    (2,267)          (2,267)        (2,267)
                                                                                  ------------
Total                                                                             
comprehensive                                                                    
income                                                                            $  5,706,505
                                                                                  ============
Cash                                                   
dividends,
(.31 per share)                                          (457,664)                                   (457,664)
                 ---------- ----------- ------------ ------------ -----------                     -----------
Balance, June    
30, 1998          1,476,336 $ 1,476,336 $ 58,188,094 $ 11,111,017 $   245,156                     $71,020,603
                 ========== =========== ============ ============ ===========                     ===========



See Selected Notes to Consolidated Financial Statements.


                                  Page 7 of 18
   8

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


For The Six Months Ended June 30,                            1998              1997
- ---------------------------------                            ----              ----    
                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                             $  5,644,654      $  3,207,345
  Adjustments to reconcile net income to net cash
   provided by operating activities:
      Gain on sales and calls of securities                   (25,280)         (640,613)
      Gain on sales of other real estate                      (25,973)
      Gain on sale of bank premises                        (5,083,867)
      Depreciation and amortization                           722,043           668,916
      Provision for losses on other real estate                 8,779             8,778
      Changes in assets and liabilities:
        Accrued interest receivable                             3,858           101,080
        Other assets                                          (28,767)            8,694
        Accrued interest payable                               10,264          (191,357)
        Other liabilities                                   1,470,278           334,814
                                                         ------------      ------------
   NET CASH PROVIDED BY OPERATING ACTIVITIES                2,695,989         3,497,657
                                                         ------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales, maturities and calls of held        
   to maturity securities                                  51,650,000        38,775,000
  Investment in held to maturity securities               (64,890,519)       (9,139,902)
  Proceeds from sales, maturities and calls of             
  available for sale securities                            15,728,776           640,613
  Investment in available for sale securities                 (10,296)          (10,711)
  Loans made                                              (20,004,659)       (7,380,901)
  Proceeds from sales of other real estate                    271,577
  Acquisition of premises and equipment                      (957,664)         (701,315)
  Federal funds sold                                        5,450,000        (6,550,000)
  Other assets                                                284,179           (31,121)
                                                         ------------      ------------
NET CASH PROVIDED BY (USED IN)  INVESTING ACTIVITIES     $(12,478,606)     $ 15,601,663
                                                         ------------      ------------



                                  Page 8 of 18
   9

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
                                   (Unaudited)


For The Six Months Ended June 30,                            1998              1997
- ---------------------------------                            ----              ----    
                                                                     
CASH FLOWS FROM FINANCING ACTIVITIES:
  Demand and savings deposits, net increase              $ 22,119,539      $  9,593,984
  Time deposits, net decrease                              (7,015,091)       (6,720,597)
  Principal payments on notes                                  (5,992)           (5,680)
  Cash dividends                                             (457,664)         (428,137)
  Federal funds purchased and securities sold
     under agreements to repurchase                         4,507,412       (16,500,000)
                                                         ------------      ------------
  NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES      19,148,204       (14,060,430)
                                                         ------------      ------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                   9,365,587         5,038,890
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD             20,611,495        26,873,638
                                                         ------------      ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                 $ 29,977,082      $ 31,912,528
                                                         ============      ============


See Selected Notes to Consolidated Financial Statements.

                                  Page 9 of 18
   10

                 PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES
               SELECTED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                 For the Six Months Ended June 30, 1998 and 1997

1. The accompanying unaudited consolidated financial statements have been
prepared with the accounting policies in effect as of December 31, 1997 as set
forth in the Notes to the Consolidated Financial Statements of Peoples Financial
Corporation and Subsidiaries (the Company). In 1998, the Company adopted SFAS
130, "Reporting Comprehensive Income." SFAS 131, "Disclosure about Segments of
an Enterprise and Related Information" is not applicable to the Company. In the
opinion of Management, all adjustments necessary for a fair presentation of the
condensed consolidated financial statements have been included and are of a
normal recurring nature.

The accompanying unaudited consolidated financial statements have been prepared
also in accordance with the instructions to Form 10-Q and Rule 10-01 of
Regulations S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.

2. The results of operations for the six months ended June 30, 1998, are not
necessarily indicative of the results to be expected for the full year.

3. Per share data is based on the weighted average shares of common stock
outstanding of 1,476,336 for the six months ended June 30, 1998 and 1997.

4. At June 30, 1998 and 1997, the total recorded investment in impaired loans
amounted to $753,000 and $1,869,000. The amount of that recorded investment in
impaired loans for which there was no related allowance for loan losses was
$685,000 and $1,869,000 at June 30, 1998 and 1997, respectively.

At June 30, 1998, the average recorded investment in impaired loans was
$722,000. During the first six months of 1998, the Company recognized $5,000 in
interest income on impaired loans. During the first six months of 1998, the
Company received $8,000 in interest payments on impaired loans.

5. Transactions in the allowance for loan losses were as follows:


                                           
           Balance, January 1, 1998            $   4,434,770
           Recoveries                                240,297
           Loans charged off                        (315,918)
                                               -------------
           Balance, June 30, 1998              $   4,359,149
                                               =============


6. At June 30, 1998 and 1997, renegotiated and restructured loans amounted to
$2,111,000 and $2,368,000. This loan is currently being serviced at a market
rate of interest with a scheduled maturity of March 15, 1999. The Company
recognized $88,000 and $92,000 in interest income on these loans during the six
months ended June 30, 1998 and 1997, respectively. The amount of

                                  Page 10 of 18
   11

interest that would have been recognized during this period under the original
terms of the loan agreements was $98,000 and $100,000.

7. The Company has defined cash and cash equivalents to include cash and due
from banks. The Company paid $6,788,000 and $6,692,000 for the six months ended
June 30, 1998 and 1997, respectively, for interest on deposits and borrowings.
Income tax payments totaled $1,110,000 and $1,750,000 for the six months ended
June 30, 1998 and 1997, respectively. Loans transferred to other real estate
amounted to $320,000 and $180,200 for the six months ended June 30, 1998 and
1997, respectively. The Company acquired banking premises in the amount of
$1,959,000 during the six months ended June 30, 1998, as a result of a like-kind
exchange. The Company recorded a receivable of $4,037,000 relating to the
like-kind exchange.

8. The income tax effect on the accumulated other comprehensive income was
$32,000 and $230,000 at June 30, 1998 and 1997, respectively.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations

The following presents Management's discussion and analysis of the consolidated
financial condition and results of operations of Peoples Financial Corporation
and Subsidiaries (the Company) for the six months ended June 30, 1998 and 1997.
These comments highlight the significant events and should be considered in
combination with the Consolidated Financial Statements included in this report
on Form 10-Q.

OVERVIEW

The significant development during the first six months of 1998 was the sale of
a branch location in Gulfport, MS, for a realized gain, net of taxes, of
$3,300,000 for book purposes. The transaction was structured for tax purposes
under the provisions of Section 1031 of the Internal Revenue Code so as to
qualify most of the transaction for the tax benefits of a like-kind exchange.
The proceeds of the transaction are being reinvested in replacement properties.
All transactions relating to this matter will be completed by August 4, 1998.
The following schedule compares financial highlights for the six months ended
June 30, 1998 and 1997:



For the six months ended June 30,                  1998       1997
- ---------------------------------                  ----       ----       
                                                     
Net income per share                            $       4  $      2
Book value per share                            $      48  $     42
Return on average total assets                       2.46%     1.42%
Return on average shareholders' equity              16.53%    10.42%
Allowance for loan losses as a % of          
loans, net of unearned discount                      1.61%     1.89%



                                  Page 11 of 18
   12

FINANCIAL CONDITION

HELD TO MATURITY SECURITIES

There were no significant realized gains or losses on these investments during
the six months ended June 30, 1998 and 1997, respectively. Gross unrealized
gains were $970,000 and $908,000 and gross unrealized losses were $143,000 and
$182,000 for the six months ended June 30, 1998 and 1997, respectively. The
following schedule reflects the mix of the held to maturity securities portfolio
at June 30, 1998 and 1997:



June 30,                              1998                     1997
- --------                              ----                     ----             
                                    Amount          %        Amount         %
                              ------------    -------  ------------   -------  
                                                          
U. S. Treasury securities     $ 87,339,924     75.20%  $ 76,816,180    78.20%
U. S. Government agencies       21,863,674     18.90%    15,502,362    15.80%
States and political                                                         
subdivisions                     6,872,485      5.90%     5,916,643     6.00%
                              ------------    -------  ------------   -------  
Totals                        $116,076,083    100.00%  $ 98,235,185   100.00%
                              ============    ======   ============   ======


AVAILABLE FOR SALE SECURITIES

There were no significant realized gains or losses on these investments during
the six months ended June 30, 1998. A gross realized gain of $640,000 was
recorded for the six months ended June 30, 1997, as a result of the sale of
common stock of Hibernia Corporation held in the available for sale portfolio.
Available for sale securities decreased $20 million as the result of the
management of the Company's liquidity position. Gross unrealized gains were
$469,000 and $476,000 and gross unrealized losses were $98,000 and $761,000 at
June 30, 1998 and 1997, respectively. The following schedule reflects the mix of
available for sale securities at June 30, 1998 and 1997:



June 30,                                    1998                              1997
- --------                                    ----                              ----                 
                                          Amount              %             Amount              %
                                     -----------     ----------        -----------     ----------
                                                                            
U. S. Treasury securities            $ 3,999,070         12.50%        $ 5,934,690         11.30%
U. S. Government agencies             26,850,270         83.70%         45,912,139         87.50%
States and political 
subdivisions                             591,203          1.90%
Other securities                         641,333          1.90%            641,333          1.20%
                                     -----------     ---------         -----------     ---------   
Totals                               $32,081,876        100.00%        $52,488,162        100.00%
                                     ===========     =========         ===========     =========



                                  Page 12 of 18
   13

FEDERAL FUNDS SOLD

Federal funds sold were $700,000 at June 30, 1998 compared with federal funds
sold of $6,550,000 at June 30, 1997. This fluctuation is directly related to the
liquidity needs of the bank subsidiary.

LOANS

Loans increased $35,775,000 at June 30, 1998, as compared with June 30, 1997, as
a result of increased loan demand in the Company's trade area. The Company
anticipates that this increased demand will continue throughout the remainder of
1998. The allowance for loan losses decreased $96,000 due to net charge-offs
during the six months ended June 30, 1998. Likewise, the allowance for loan
losses as a % of loans, net of unearned discount, has decreased from 1.89% at
June 30, 1997, to 1.61% at June 30, 1998. Management continues to monitor the
volume and quality of its loan portfolio and has determined that the allowance
is adequate.

OTHER REAL ESTATE

Other real estate increased $130,000 as June 30, 1998, as compared with June 30,
1997, as a result of an increase in properties transferred to Other Real Estate
due to foreclosure.

OTHER ASSETS

Other assets increased $3,759,000 at June 30, 1998, as compared with June 30,
1997, primarily as a result of the receivable relating to the like-kind exchange
described in the Overview.

DEPOSITS

Total deposits have increased $16,654,000 at June 30, 1998, as compared with
June 30, 1997. Significant increases or decreases in total deposits are
anticipated by Management as customers in the casino industry and county and
municipal areas reallocate their resources periodically. As discussed above, the
Company has managed its funds including planning the timing of investment
maturities so as to achieve appropriate liquidity.

FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

Federal funds purchased and securities sold under agreements to repurchase
increased $4,500,000 at June 30, 1998, as compared with June 30, 1997. This
fluctuation is entirely due to the introduction of a new non-deposit product
during the second quarter of 1998.

OTHER LIABILITIES

Other liabilities have increased $1,584,000 at June 30, 1998, as compared with
June 30, 1997, primarily as the result of deferred taxes on the gain on the sale
of property pursuant to a like-kind exchange for tax purposes.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY

Strength, security and stability have been the hallmark of the Company since its
founding in 1985 and of its bank subsidiary since its founding in 1896. A strong
capital foundation is fundamental to the continuing prosperity of the Company
and the security of its customers and shareholders. One measure of capital
adequacy is the primary capital ratio which was 16.36% at June 30, 1998, as
compared with 15.21% at June 30, 1997. These ratios are well above the
regulatory minimum of 6.00%. Management continues to emphasize the importance of
maintaining the appropriate capital levels of the Company.


                                  Page 13 of 18
   14
RESULTS OF OPERATIONS

NET INTEREST INCOME

Net interest income, the amount by which interest income on loans, investments
and other interest earning assets exceeds interest expense on deposits and other
borrowed funds, is the single largest component of the Company's income.
Management's objective is to provide the largest possible amount of income while
balancing interest rate, credit, liquidity and capital risk.

Net interest income increased $168,000 for the second quarter of 1998 as
compared with the second quarter of 1997. Net interest income increased $357,000
for the six months ended June 30, 1998, as compared with the six months ended
June 30, 1997. Total interest income increased $437,000 for the quarter ended
June 30, 1998, as compared with the quarter ended June 30, 1997. Total interest
income increased $654,000 for the six months ended June 30, 1998, as compared
with the six months ended June 30, 1997. Total interest expense increased
$269,000 for the quarter ended June 30, 1998, as compared with quarter ended
June 30, 1997. Total interest expense increased $297,000 for the six months
ended June 30, 1998, as compared with the six months ended June 30, 1997. The
following schedule summarizes net interest earnings and net yield on interest
earning assets:

         NET INTEREST EARNINGS AND NET YIELD ON INTEREST EARNING ASSETS



Six Months Ended June 30, (In
thousands, except percentages)                   1998           1997
- -----------------------------                    ----           ----       
                                                        
Total interest income (1)                      $  16,606      $  15,985
Total interest expense                             6,798          6,501
                                               ---------      ---------
  Net interest earnings                        $   9,808      $   9,484
                                               =========      =========
Net yield on interest earning assets                4.75%          4.73%
                                               =========      =========


(1) All interest earned is reported on a taxable equivalent basis using a tax
rate of 34% in 1998 and 1997.


The schedule on page 15 provides an analysis of the change in total interest
income and total interest expense for the six months ended June 30, 1998 and
1997.


                                  Page 14 of 18
   15

           ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
                                 (In Thousands)



                                                                     Attributable To:
                                                             -----------------------------
                  For the Six   For the Six
                       Months        Months
                   Ended June    Ended June    Increase                              Rate/
                     30, 1998      30, 1997   (Decrease)      Volume       Rate     Volume
                 ------------  ------------   ----------      ------       ----     ------
                                                                  
INTEREST                                                                                   
INCOME: (1)                                                                                
                                                                                           
Loans (2)            $ 11,980      $ 10,503     $1,477      $ 1,534      $ (50)     $ (7)  
                                                                                           
Federal funds                                                                              
sold                      208           285        (77)        (123)        80       (34)  
                                                                                           
Held to maturity:                                                                          
                                                                                           
Taxable                                                                                    
securities              3,152         3,169        (17)          18        (34)       (1)  
                                                                                           
                                                                                           
Non-taxable                                                                                
securities                135           331       (196)          (6)      (193)        3   
                                                                                           
Available                                                                                  
for sale:                                                                                  
                                                                                           
Taxable                                                                                    
securities              1,014         1,688       (674)        (560)      (170)       56   
                                                                                           
Non-taxable                                                                                
securities                102           102        102                                     
                                                                                           
Other securities           15             9          6           (1)         9        (2)  
                     --------      --------     ------      -------      -----      ----   
Total                $ 16,606      $ 15,985     $  621      $   964      $(358)     $ 15   
                     ========      ========     ======      =======      =====      ====   
INTEREST
EXPENSE:

Savings                                                                                    
and                                                                                        
negotiable                                                                                 
interest bearing                                                                           
deposits              $ 2,714       $ 2,518     $  196      $    79      $ 113      $  4   
                                                                                           
Time deposits           3,972         3,913         59          225       (157)       (9)  
                                                                                           
Federal funds                                                                              
purchased and 
securities sold
under agreements
to repurchase             106            64         42           69        (13)      (14)  
                                                                                           
Mortgage                                                                                   
indebtedness                6             6                                                
                      -------       -------     ------      -------      -----      ----   
Total                 $ 6,798       $ 6,501     $  297      $   373      $ (57)     $(19)  
                      =======       =======     ======      =======      =====      ====   


(1) All interest earned is reported on a taxable equivalent basis using a tax
rate of 34% in 1998 and 1997.

(2) Loan fees are included in these figures. Includes nonaccrual loans.


                                 Page 15 of 18
   16
PROVISION FOR LOAN LOSSES

The Company has not charged a provision for loan losses to operating expense
since 1993. The Company carefully monitors the quality and volume of its loan
portfolio. Based on current conditions, Management feels that the allowance for
loan losses is adequate and does not anticipate any provision for loan losses
during 1998.

OTHER INCOME

During the six months ended June 30, 1998, the Company realized a gain of
$5,083,000 for book purposes as the result of the sale of one of its branch
locations, as mentioned previously in the Overview.

OTHER EXPENSE

Other expense increased $445,000 for the six months ended June 30, 1998, as
compared with the same period during 1997, largely as the result of expenses
relating to the computer conversion.

LIQUIDITY

Liquidity represents the Company's ability to adequately provide funds to
satisfy demands from depositors, borrowers and other commitments by either
converting assets to cash or accessing new or existing sources of funds.
Management monitors these funds requirements in such a manner as to satisfy
these demands and provide the maximum earnings on its earning assets. Deposits,
payments of principal and interest on loans, proceeds from maturities of
investment securities and earnings on investment securities are the principal
sources of funds for the Company. At June 30, 1998, cash and due from banks,
investment securities and federal funds sold were 46% of total deposits, as
compared with 51% at June 30, 1997.



                                  Page 16 of 18
   17

                                     PART II
                                OTHER INFORMATION

Item 5 - Other Information

     None.

Item 6 - Exhibits and Reports on Form 8-K

(a) Exhibits

     None.

(b) Reports on Form 8-K

     None.



                                  Page 17 of 18
   18

                                   SIGNATURES

Pursuant to the requirement of Section 13 of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                          PEOPLES FINANCIAL CORPORATION
                                  (Registrant)

                        Date:   July 31, 1998
                              -------------------------------
                          By:   /s/ CHEVIS C. SWETMAN
                              -------------------------------

                                Chevis C. Swetman
                 Chairman, President and Chief Executive Officer


                        Date:   July 31, 1998
                              -------------------------------
                          By:   /s/ LAURI A. WOOD
                              -------------------------------

                                  Lauri A. Wood
                     Chief Financial Officer and Controller
                  (principal financial and accounting officer)



                                  Page 18 of 18
   19
                               INDEX TO EXHIBITS




EXHIBIT
  NO.                              DESCRIPTION
- -------                            -----------
                      
  27                     Financial Data Schedule