1
EXHIBIT 99.2

PEOPLES FINANCIAL CORPORATION
STOCK ORDER FORM

NOTE: Please read the Stock Order Form Instructions and Guide on
the back as you complete this form.

DEADLINE: The Subscription Offering will terminate at 4:30 p.m., Eastern
Time, on ________, 1996, unless extended. The Community Offering
may terminate at any time after Peoples Federal Savings and Loan
Association of Massillon ("Peoples Federal") has received orders
for at least 1,719,250 common shares, but not later than _____,
1996, unless extended. Completed Stock Order Forms, together with
the required payment or withdrawal authorization, may be delivered
to Peoples Federal or may be mailed to the Post Office Box
indicated on the enclosed business reply envelope and MUST BE
RECEIVED BY PEOPLES FEDERAL BY THE APPLICABLE TERMINATION DATE.

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(1) NUMBER OF SHARES Purchase Price (2) Total Payment Due
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x $10.00

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The minimum number of shares that may be subscribed for is 25 shares and the maximum is 1% of the shares sold, 17,192
shares at the maximum of the Valuation Range, as adjusted, except for purchases by the Peoples Financial Corporation
Employee Stock Ownership Plan. The maximum purchase limit is subject to change. See the Stock Order Form Instructions
and Guide on the back.
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METHOD OF PAYMENT IMPORTANT SUBSCRIPTION OFFERING INFORMATION

(3) -- Enclosed is a check bank draft or money order made
-- payable to Peoples Federal Savings and Loan Association of
Massillon in the amount of:

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Cash can be used only if presented in
$ person at Peoples Federal's offices.
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(4) -- The undersigned authorizes withdrawal from the
-- following account(s) at the Bank. PLEASE CONTACT THE CONVERSION
INFORMATION CENTER IF YOU WISH TO USE YOUR IRA FOR A STOCK
PURCHASE.

Account Number Amount
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| | $
|------------------------------|--------------------------------
| | $
|------------------------------|--------------------------------
| | $
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Total Withdrawal Account | $
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There is no penalty for early withdrawals from certificates of deposit used for
stock payment.

(5)a -- Check here if you were a depositor of Peoples
-- Federal on one of the qualifying dates. Enter information below for
all deposit accounts that you had at Peoples Federal on September 30,
1994 (the Eligibility Record Date), March 31, 1996 (the Supplemental
Eligibility Record Date), and/or _______________, 1996 (the Voting
Record Date).

(5)b -- Check here if you were a borrower of Peoples Federal on _______, 1996
-- (the Voting Record Date). Enter information below for all loan
accounts that you had at Peoples Federal on _____, 1996 (the Voting
Record Date).

Account Title Deposit Loan Account
(Names on Accounts) Account Account Number
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IMPORTANT COMMUNITY OFFERING INFORMATION

(6) -- Check here if you are a resident of Stark County,
-- Ohio.
STOCK REGISTRATION (See Stock Ownership Guide on the back)
(7) Form of Stock Ownership:

--Individual --Joint tenants with right of --Tenants in common --Uniform Transfer to Minors
-- --survivorship -- --

--Fiduciary (i.e., trust, --Corporation or partnership --Other _____________________________________
--estate, etc.) -- --

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(8) Name(s) in which your stock is to be registered (Please Print Clearly) Social Security No. or Tax ID No.
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Names(s) continued
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Street Address City County State Zip Code
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Daytime Phone Evening Phone
( ) ( )
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NASD AFFILIATION
(9) Check here if you are a member of the National Association of Securities
Dealers, Inc. ("NASD"), a person associated with a NASD member, a member of the
immediate family of any such person who contributes to your support, directly or
indirectly, or the holder of an account in which a NASD member or person
associated with a NASD member has a beneficial interest. To comply with
conditions under which an exemption from the NASD's Interpretation With Respect
to Free-Riding and Withholding is available, you agree, if you have checked the
NASD Affiliation box, (i) not to sell, transfer or hypothecate the stock for a
period of three months following issuance, and (ii) to report this subscription
in writing to the applicable NASD member within one day of payment therefor.

ACKNOWLEDGMENT

(10) I acknowledge receipt of a Prospectus dated ____________, 1996. I
understand that this Stock Order Form will be accepted in accordance with, and
subject to, the terms and conditions of the Plan of Conversion (the "Plan") of
Peoples Federal described in the accompanying Prospectus and that, except as
otherwise set forth in the Prospectus, this Stock Order Form may not be
modified, withdrawn or cancelled after receipt by Peoples Federal without
Peoples Federal's consent. If authorization to withdraw from deposit accounts at
Peoples Federal has been given as payment for shares, the amount authorized for
withdrawal shall not otherwise be available for withdrawal by the undersigned.

Under penalty of perjury, I certify that (1) the Social Security or Tax ID
number and the information provided in this Stock Order Form are true, correct
and complete, and (2) that I am not subject to back-up withholding. (Note: You
must cross out item (2), above, if you have been notified by the Internal
Revenue Service that you are subject to backup withholding because of
underreporting interest or dividends on your tax return.)

I also certify that this stock order is for my account only and there is no
agreement or understanding regarding any further sale or transfer of these
shares. I understand that federal regulations prohibit any persons from
transferring, or entering into any agreement directly or indirectly to transfer,
the legal or beneficial ownership of conversion subscription rights or the
underlying securities to the account of another person, and that Peoples Federal
will pursue any and all legal and equitable remedies in the event it becomes
aware of the transfer of subscription rights and will not honor orders which it
reasonably believes involve such transfer.

I ACKNOWLEDGE THAT THE COMMON SHARES ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE
NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND, THE BANK INSURANCE FUND,
THE FEDERAL DEPOSIT INSURANCE CORPORATION, OR ANY OTHER GOVERNMENT AGENCY.

TO BE VALID, THE STOCK ORDER FORM MUST BE SIGNED AND DATED BELOW AND ON THE FORM
OF CERTIFICATION ON THE BACK.

Signature(s)
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(11) Signature Date Signature Date
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FOR OFFICE USE ONLY
- ------------------------------------ -------------------------------
Date Received ____ / ____ / ____ Category ________________ CONVERSION CENTER
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Order # _____________________ Deposit ________________ PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON
Batch # _____________________ Date Input ____ / ____ / ____ 211 LINCOLN WAY EAST
- ------------------------------------ -------------------------------
MASSILLON, OHIO 44646

PEOPLES FINANCIAL CORPORATION
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SUBSCRIPTION AND
COMMUNITY OFFERING
STOCK ORDER FORM
INSTRUCTIONS AND GUIDE
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- --------------------------------------
STOCK OWNERSHIP GUIDE
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INDIVIDUAL
Include the first name, middle initial and last name of the shareholder. Avoid
the use of two initials. Please omit words that do not affect ownership rights,
such as "Mrs.", "Mr.", "Dr.", "special account", "single person", etc.
JOINT TENANTS WITH RIGHT OF SURVIVORSHIP
Joint tenants with right of survivorship may be specified to identify two or
more owners. When stock is held by joint tenants with right of survivorship,
ownership is intended to pass automatically to the surviving joint tenant(s)
upon the death of any joint tenant. All parties must agree to the transfer or
sale of shares held by joint tenants.
TENANTS IN COMMON
Tenants in common may also be specified to identify two or more owners. When
stock is held by tenants in common, upon the death of one co-tenant ownership of
the stock will be held by the surviving co-tenant(s) and by the heirs of the
deceased co-tenant. All parties must agree to the transfer or sale of shares
held by tenants in common.
UNIFORM TRANSFER TO MINORS
Stock may be held in the name of a custodian for a minor under the Uniform
Transfer to Minors Act of each state. There may be only one custodian and one
minor designated on a stock certificate. The standard abbreviation for Custodian
is "CUST" while the Uniform Transfer to Minors Act is "Unif Tran Min Act."
Standard U.S. Postal Service state abbreviation should be used to describe the
appropriate state. For example, stock held by John Doe as custodian for Susan
Doe under the Ohio Uniform Transfer to Minors Act will be abbreviated John Doe,
CUST Susan Doe Unif Tran Min Act, OH. Use the minor's Social Security number.
FIDUCIARIES
Information provided with respect to stock to be held in a fiduciary capacity
must contain the following:
* The name(s) of the fiduciary. If an individual, list the first name,
middle initial and last name. If a corporation, list the full corporate
title (name). If an individual and a corporation, list the
corporation's title before the individual.
* The fiduciary capacity, such as administrator, executor, personal
representative, conservator, trustee, committee, etc.
* A copy and description of the document governing the fiduciary
relationship, such as living trust agreement or court order. Without
documentation establishing a fiduciary relationship, your shares may
not be registered in a fiduciary capacity.
* The date of the document governing the relationship, except that the
date of a trust created by a will need not be included in the
description.
* The name of the maker, donor or testator and the name of the
beneficiary.
An example of fiduciary ownership of stock in the case of a trust is: John Doe,
Trustee Under Agreement Dated 10-1-87 for Susan Doe.
You may mail your completed Stock Order Form in the envelope that has been
provided, or you may deliver your Stock Order Form to either office of Peoples
Federal. If you are purchasing in the Subscription Offering, your Stock Order
Form, properly completed, and payment in full (or withdrawal authorization), of
the Purchase Price must be received by Peoples Federal no later than 4:30 p.m.,
Eastern Time, on ___________, 1996. The Community Offering is also expected to
terminate on that date. However, the Community Offering may terminate as late as
__________, 1996, unless extended. Stock Order Forms shall be deemed received
only upon actual receipt at the office of Peoples Federal. If you need further
assistance, please call the Conversion Information Center at (330) 832-7108. We
will be pleased to help you with the completion of your Stock Order Form or
answer any questions you may have.

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ITEM INSTRUCTIONS
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ITEMS 1 AND 2
Fill in the number of shares that you wish to purchase and the total payment
due. The amount due is determined by multiplying the number of shares purchased
by the purchase price of $10.00 per share. The minimum purchase is 25 shares.
The maximum purchase by any person (other than the Peoples Financial Corporation
Employee Stock Ownership Plan), is 1% of the shares sold, or 17,192 shares at
the maximum of the Valuation Range, as adjusted, and together with associates or
groups acting in concert, it is 2% of the shares sold, or 34,385 shares of the
maximum of the Valuation Range, as adjusted. The Board of Directors of Peoples
Federal and Peoples Financial Corporation have the right to decrease or increase
the maximum purchase limitation prior to the consummation of the conversion.
Peoples Federal and Peoples Financial Corporation reserve the right to reject
any order received in the Community Offering in whole or in part.
ITEM 3
Payment for shares may be made in cash (only if delivered by you in person) or
by check, bank draft or money order made payable to Peoples Federal Savings and
Loan Association of Massillon. Your funds will earn interest at Peoples
Federal's passbook rate until the conversion is completed or terminated. DO NOT
MAIL CASH TO PURCHASE STOCK! Please check this box if your method of payment is
by check, bank draft or money order.
ITEM 4
If you pay for your shares by a withdrawal from a deposit account at Peoples
Federal, insert the account number(s) and the amount of your withdrawal
authorization for each account. The total amount withdrawn should equal the
amount of your purchase. There will be no penalty assessed for early withdrawals
from certificate accounts used for purchases of Common Shares. This form of
payment may not be used if your account is an Individual Retirement Account.
Please contact the Conversion Information Center for information regarding
purchases from an Individual Retirement Account.
ITEM 5
a. Please check this box if you are a depositor of Peoples Federal. If you
were a depositor on September 30, 1994 (the Eligibility Record Date), March 31,
1996 (the Supplemental Eligibility Record Date), or __________, 1996 (the Voting
Record Date), you must list the full title and account numbers of all accounts
you had at these dates in order to insure proper identification of your
subscription rights. b. Please check this box if you are a borrower from Peoples
Federal. If you were a borrower from Peoples Federal on __________, 1996 (the
Voting Record Date), you must list the name of all borrowers on your loan
accounts and the loan account number for all loan accounts that you had at such
date in order to insure proper identification of your subscription rights.
ITEM 6
Please check the box if you are a resident of Stark County, Ohio.
ITEMS 7 AND 8
The stock transfer industry has developed a uniform system of shareholder
registrations that we will use in the issuance of your common shares. Please
complete items 7 and 8 as fully and accurately as possible, and be certain to
supply your Social Security number or tax identification number and your daytime
and evening telephone number(s). If you have any questions or concerns regarding
the registration of your shares, please consult your legal advisor. Ownership
must be registered in one of the ways described under "Stock Ownership Guide."
ITEM 9
Please check this box if you are a member of the NASD or if this item otherwise
applies to you.
ITEMS 10 AND 11
Please sign and date the Stock Order Form where indicated. Review the Stock
Order Form carefully before you sign, including the acknowledgment. Normally,
one signature is required. An additional signature is required only when payment
is to be made by withdrawal from a deposit account that requires multiple
signatures to withdraw funds. If you have any questions, or if you would like
assistance in completing your Stock Order Form, you may call the Conversion
Information Center. The Conversion Information Center phone number is (330)
832-7108. The Conversion Information Center is open between the hours of ____
a.m. and ____ p.m., Monday through Friday.

A VALID ORDER MUST BE SIGNED AND DATED BELOW AND ON THE FRONT OF THIS FORM.
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FORM OF CERTIFICATION

I ACKNOWLEDGE THAT THIS SECURITY IS NOT A DEPOSIT OR AN ACCOUNT AND IS
NOT FEDERALLY INSURED AND IS NOT GUARANTEED BY PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF MASSILLON, PEOPLES FINANCIAL CORPORATION OR THE FEDERAL
GOVERNMENT.

If anyone asserts that this security is federally insured or
guaranteed, or is as safe as an insured deposit, I should call the Office of
Thrift Supervision Regional Director for the Central Region, Ronald N. Karr at
(312) 917-5000.

I further certify that, before purchasing the Common Shares, I received
a Prospectus dated __________, 1996.

The Prospectus that I received contains disclosure concerning the
nature of the security being offered and describes on pages __ through __ of the
Prospectus the risks involved in the investment, including:

1. Low Return on Assets and Low Return on Equity;
2. Interest Rate Risk;
3. Risk of Increasing Proportion of Nonresidential Real Estate
Loans;
4. Limited Market for the Common Shares;
5. Possible Inadequacy of Allowance for Loan Losses;
6. Legislation and Regulations Which May Adversely Affect
Peoples Federal's Earnings;
7. Controlling Influence of Management and Anti-Takeover
Provisions Which May Discourage Sales of Common Shares for
Premium Prices;
8. Possible Adverse Effects if Preferred Shares are Issued;
9. Risk of Delayed Offering;
10. Dilutive Effect of Increase in Valuation Range; and
11. Dilutive Effects of Purchases by the ESOP and the RRP.

For a discussion of each of these items, see "RISK FACTORS" in the
Prospectus dated __________, 1996.

Signature(s): _____________________________ Date:______________________________

_____________________________ Date:______________________________

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This announcement is neither an offer to sell nor a solicitation of an offer to
buy these securities. The offer is made only by the prospectus. These shares
have not been approved or disapproved by the Securities and Exchange Commission,
the Office of Thrift Supervision or the Federal Deposit Insurance Corporation,
nor has such commission, office or corporation passed upon the accuracy or
adequacy of the prospectus. Any representation to the contrary is unlawful.

NEW ISSUE _______________, 1996

1,495,000 SHARES

These shares are being offered pursuant
to a Plan of Conversion whereby

PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF MASSILLON

Massillon, Ohio, will
convert from a federal mutual savings and loan association to a
federal capital stock savings and loan association
and become a wholly owned subsidiary of

PEOPLES FINANCIAL CORPORATION

COMMON SHARES

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PRICE $10.00 PER SHARE

---------------

TRIDENT SECURITIES, INC.

For a copy of the prospectus, call (330) 832-7108.

Copies of the prospectus may be obtained in any state in which this announcement
is circulated from Trident Securities, Inc., or such other brokers and dealers
as may legally offer these securities in such state.

THE COMMON SHARES WILL NOT BE INSURED BY THE FDIC OR ANY OTHER GOVERNMENT
AGENCY.

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Advertisement (B)
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PEOPLES FEDERAL SAVINGS AND LOAN
ASSOCIATION OF MASSILLON

____________, 1996, IS THE DEADLINE TO
ORDER COMMON SHARES OF PEOPLES FINANCIAL CORPORATION

Customers of Peoples Federal Savings and Loan Association
and members of the general public have the opportunity
to invest in Peoples Federal by subscribing
for common stock in its proposed holding company

PEOPLES FINANCIAL CORPORATION

A prospectus relating to these securities is
available at our office or by calling our
Conversion Center at (330) 832-7108.

This announcement is neither an offer to sell nor a
solicitation of an offer to buy the common
shares of Peoples Financial Corporation. The offer is made
only by the prospectus. The common shares are not
deposits or savings accounts and will not be insured
by the Federal Deposit Insurance Corporation
or any other government agency.

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QUESTIONS AND ANSWERS
REGARDING
THE PLAN OF CONVERSION

On October 16, 1995, the Board of Directors of Peoples Federal Savings
and Loan Association of Massillon ("Peoples Federal" or the "Association")
unanimously adopted the Plan of Conversion, pursuant to which Peoples Federal
will convert from a federally-chartered mutual savings and loan association to a
federally-chartered stock savings and loan association and simultaneously become
a wholly-owned subsidiary of Peoples Financial Corporation ("PFC"), an Ohio
corporation organized by the Association to own all of the outstanding common
shares of Peoples Federal.

This brochure is provided to answer general questions you might have
about the Conversion. Following the Conversion, Peoples Federal will continue to
provide financial services to its depositors, borrowers and other customers as
it has in the past and will operate with its existing management and employees.
The Conversion will not affect the terms, balances, interest rates or existing
federal insurance coverage on Peoples Federal's deposits or the terms or
conditions of any loans to existing borrowers under their individual contract
arrangements with Peoples Federal.

For complete information regarding the conversion, see the Prospectus
and the Proxy Statement. Copies of each of the Prospectus and the Proxy
Statement may be obtained by calling the Conversion Center at (330) 832-7108.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY PEOPLES FINANCIAL CORPORATION COMMON SHARES. OFFERS TO BUY OR
TO SELL MAY BE MADE ONLY BY THE PROSPECTUS. PLEASE READ THE PROSPECTUS PRIOR TO
MAKING AN INVESTMENT DECISION.

THE COMMON SHARES OF PEOPLES FINANCIAL CORPORATION BEING OFFERED IN THE
SUBSCRIPTION AND COMMUNITY OFFERINGS ARE NOT SAVINGS OR DEPOSIT ACCOUNTS AND ARE
NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE FUND OF THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

PEOPLES FINANCIAL CORPORATION,
THE PROPOSED HOLDING COMPANY FOR
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

Questions and Answers Regarding the Subscription and Community Offerings

MUTUAL TO STOCK CONVERSION
--------------------------

1. Q. WHAT IS A "CONVERSION"?
A. A conversion is a change in the legal form of organization.
Peoples Federal currently operates as a federally chartered
mutual savings and loan association with no stockholders.
Through the Conversion, Peoples Federal will become a
federally chartered stock savings and loan association, and
the common shares of its holding company, Peoples Financial
Corporation (the "Company"), will be held by shareholders who
purchase common shares as part of the Conversion.

2. Q. WHY IS PEOPLES FEDERAL CONVERTING?
A. Peoples Federal, as a mutual savings and loan association,
does not have stockholders and has no authority to issue
capital stock. By converting to the stock form of
organization, the Association will be structured in the form
used by commercial banks, most business entities and a growing
number of savings institutions. The Conversion will be
important to the future growth and performance of the
Association by providing a larger capital base from which the
Association may operate, improve the Association's ability to
attract and retain qualified employees through stock based
employee benefit plans and, if desired, enhance Peoples
Federal's ability to diversify into other financial services
and related activities.

The Board of Directors and management of Peoples
Federal believe that the stock form of organization is
preferable to the mutual form of organization for a financial
institution. The Board and management recognize the decline in
the number of mutual thrifts from over 12,500 mutual
institutions in 1929 to just over 1,000 mutual thrifts today.

Peoples Federal believes that converting to the stock
form of organization will allow Peoples Federal to more
effectively compete with local community banks, thrifts and
statewide and regional banks, which are in stock form. Peoples
Federal believes that by combining its existing quality
service and products with a local ownership base, the
Association's customers and community members who become
shareholders will be inclined to do more business with Peoples
Federal.

3. Q. WHAT EFFECT WILL THE CONVERSION HAVE ON DEPOSIT ACCOUNTS AND
LOANS?
A. Terms and balances of accounts in Peoples Federal and
interest rates paid on such accounts will not be affected by
the Conversion. Insurable accounts will continue to be insured
by the Federal Deposit Insurance Corporation ("FDIC") up

to the maximum amount permitted by law. The Conversion also
will not affect the terms or conditions of any loans to
existing borrowers or the rights and obligations of these
borrowers under their individual contractual arrangements
with Peoples Federal.

4. Q. WILL THE CONVERSION CAUSE ANY CHANGES IN PEOPLES FEDERAL'S
PERSONNEL?
A. No. Both before and after the Conversion, Peoples Federal's
business of accepting deposits, making loans and providing
financial services will continue without interruption with
the same Board of Directors, management and staff.

5. Q. WHAT APPROVALS MUST BE RECEIVED BEFORE THE CONVERSION BECOMES
EFFECTIVE?
A. First, the Board of Directors of Peoples Federal must adopt
the Plan of Conversion; this was approved unanimously on
October 16, 1995. Second, the Office of Thrift Supervision and
the Securities and Exchange Commission must approve the
applications required to effect the Conversion. These
approvals have been obtained. Third, the Plan of Conversion
must be approved by a majority of all votes eligible to be
cast by Peoples Federal's voting members. A Special Meeting of
voting members will be held on ____________, 1996, to consider
and vote upon the Plan of Conversion.

THE HOLDING COMPANY
-------------------

6. Q. WHAT IS A HOLDING COMPANY?
A. A holding company is a company that owns other companies.
Concurrent with the consummation of the Conversion, Peoples
Federal will become a subsidiary of Peoples Financial
Corporation, a unitary savings and loan holding company
organized by Peoples Federal to own all of the outstanding
stock of Peoples Federal.

7. Q. IF I DECIDE TO SUBSCRIBE FOR COMMON SHARES IN THIS
OFFERING, WILL I OWN STOCK IN THE COMPANY OR PEOPLES FEDERAL?
A. You will own common shares of Peoples Financial
Corporation. As a holding company, however, the Company
will own all of the outstanding capital stock of Peoples
Federal.

8. Q. WHY DID THE BOARD OF DIRECTORS FORM THE HOLDING
COMPANY?
A. The Board of Directors believes that the conversion of
Peoples Federal and the formation of the holding company will
result in a stronger financial institution with the additional
flexibility to diversify the Association's business activities
through existing or newly-formed subsidiaries or through
acquisition or merger, although there are no current
arrangements or understandings with respect to such
diversification or with respect to such acquisitions or
mergers. The holding

8
company will also be able to use stock-related incentive
programs to attract and retain executive and other personnel
for itself and its subsidiaries.

ABOUT BECOMING A SHAREHOLDER
----------------------------

9. Q. WHAT ARE THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. Under the Plan of Conversion adopted by Peoples Federal,
the Company is offering common shares in the Subscription
Offering to Eligible Account Holders, the ESOP, Supplemental
Eligible Account Holders and certain other depositors and
borrowers. Shares which are not subscribed for in the
Subscription Offering, if any, are being offered to the
general public in a Community Offering with preference given
to natural persons who are residents of the Association's
local community.

10. Q. MUST I PAY A COMMISSION TO BUY COMMON SHARES IN
CONJUNCTION WITH THE SUBSCRIPTION AND COMMUNITY OFFERINGS?
A. No. You will not pay a commission to buy the shares
if the shares are purchased in the Subscription Offering or
the Community Offering.

11. Q. HOW MANY SHARES OF PEOPLES FINANCIAL CORPORATION WILL
BE ISSUED IN THE CONVERSION?
A. It is currently expected that between 1,105,000
shares and 1,495,000 common shares will be sold at a price
of $10.00 per share. Under certain circumstances, the number
of shares may be increased to 1,719,250.

12. Q. HOW WAS THE PRICE DETERMINED?
A. The aggregate price of the common shares was determined by
Keller & Co., Inc., an independent appraisal firm specializing
in the thrift industry, and was approved by the Office of
Thrift Supervision.

13. Q. WHO IS ENTITLED TO BUY COMMON SHARES IN THE
CONVERSION?
A. The shares of Peoples Financial Corporation to be issued in
the Conversion are being offered in the Subscription Offering
in the following order of priority to: (i) depositors with
$50.00 or more on deposit at the Association as of September
30, 1994 ("Eligible Account Holders"), (ii) the Peoples
Financial Corporation Employee Stock Ownership Plan (the
"ESOP"), (iii) depositors with $50.00 or more on deposit at
the Association as of March 31, 1996 ("Supplemental Eligible
Account Holders"), and (iv) depositors of the Association as
of ________, 1996 ("Voting Record Date") and borrowers of the
Association as of the Voting Record Date whose loans were
outstanding as of April 25, 1996, which continue to be
outstanding on ____________. Subject to the prior rights of
holders of subscription rights, common shares not subscribed
for in the Subscription Offering are being offered in the
Community Offering to certain members of the general public,
with preference given to natural persons residing in Stark
County, Ohio.

14. Q. ARE THE SUBSCRIPTION RIGHTS TRANSFERABLE?
A. No. Subscription rights granted to Peoples Federal's
Eligible Account Holders, Supplemental Eligible Account
Holders and Other Members in the Conversion are not
transferable. Persons violating such prohibition, directly or
indirectly, may lose their right to purchase shares in the
Conversion and be subject to other possible sanctions. IT IS
THE RESPONSIBILITY OF EACH SUBSCRIBER QUALIFYING AS AN
ELIGIBLE ACCOUNT HOLDER, SUPPLEMENTAL ELIGIBLE ACCOUNT HOLDER
OR OTHER MEMBER TO LIST COMPLETELY ALL ACCOUNT NUMBERS FOR
QUALIFYING SAVINGS ACCOUNTS OR LOANS AS OF THE QUALIFYING DATE
ON THE STOCK ORDER FORM.

15. Q. WHAT ARE THE MINIMUM AND MAXIMUM NUMBERS OF SHARES
THAT I CAN PURCHASE IN THE CONVERSION?
A. The minimum number of shares is 25. The maximum number of
shares that may be purchased in the Conversion by any
accountholder or by any person in the Community Offering
together with Associates and persons acting in concert is one
percent of the total number of shares sold in the Conversion,
which limit could be as high as 17,192 if the 1,719,250 shares
are sold. The overall limit for accountholders together with
Associates and persons acting in concert is two percent of the
total number of shares sold in the Conversion. If more than
1,719,250 shares are sold, subscribers will be permitted to
increase, decrease or rescind their orders.

16. Q. ARE THE BOARD OF DIRECTORS AND MANAGEMENT OF PEOPLES
FEDERAL SUBSCRIBING FOR A SIGNIFICANT NUMBER OF SHARES IN THE
COMPANY?
A. Directors and executive officers of the Association
are expected to subscribe for 95,500 shares, or $955,000.
The purchase price paid by directors and executive officers
will be the same $10.00 per share price as that paid by all
other persons who order shares in the Subscription and
Community Offerings.

17. Q. HOW DO I SUBSCRIBE FOR SHARES?
A. To subscribe for common shares in the Subscription
Offering, you should mail or deliver a stock order form
together with full payment (or appropriate instructions for
withdrawal from permitted deposit accounts as described below)
to Peoples Federal in the postage-paid envelope provided, so
that the stock order form and payment or withdrawal
authorization instructions are received prior to the close of
the Subscription Offering, which will terminate at 4:30 p.m.,
Eastern Time, on _________, 1996, unless extended. Payment for
shares may be made in cash (if made in person) or by check or
money order. Subscribers who have deposit accounts with
Peoples Federal may include instructions on the stock order
form requesting withdrawal from such deposit account(s) to
purchase shares of Peoples Financial Corporation. Withdrawals
from certificates of deposit may be made without incurring an
early withdrawal penalty. If shares remain available for sale
after the expiration of the Subscription Offering, they will
be offered in the Community Offering, which will begin as soon
as practicable after the end of the

Subscription Offering. Persons who wish to order shares in
the Community Offering should return their stock order forms
as soon as possible after the Community Offering begins
because it may terminate at any time after it begins.
Members of the general public should contact the Conversion
Center at (330) 832-7108 for additional information.

18. Q. MAY I USE FUNDS IN A RETIREMENT ACCOUNT TO PURCHASE
SHARES?
A. Yes. If you are interested in using funds held in your
retirement account at Peoples Federal, the Conversion Center
can assist you in transferring those funds to a self-directed
IRA, if necessary, and directing the trustee to subscribe for
the shares. This process may be done without an early
withdrawal penalty and generally without a negative tax
consequence to your retirement account. Due to the additional
paperwork involved, IRA transfers must be completed by
________________. For additional information, call the
Conversion Center at (330) 832-7108.

19. Q. WILL I RECEIVE INTEREST ON FUNDS I SUBMIT FOR A SHARE
PURCHASE?
A. Yes. Peoples Federal will pay interest at its
passbook rate from the date the funds are received until
completion of the Conversion or termination of the
Conversion. All funds authorized for withdrawal from deposit
accounts with Peoples Federal will continue to earn interest
at the contractual rate until the date of the completion of
the Conversion.

20. Q. MAY I OBTAIN A LOAN FROM PEOPLES FEDERAL TO PAY FOR
SHARES PURCHASED IN THE CONVERSION?
A. No. Federal regulations prohibit Peoples Federal
from making loans for this purpose. However, federal
regulations do not prohibit you from obtaining a loan for
another source for the purpose of purchasing shares in the
Conversion.

21. Q. IF I BUY SHARES IN THE CONVERSION, HOW WOULD I GO ABOUT
BUYING ADDITIONAL SHARES OR SELLING SHARES IN THE AFTERMARKET?
A. Peoples Financial Corporation, as a newly organized
company, has never issued capital stock, and consequently
there is no established market for its common shares at this
time. Peoples Financial Corporation has received approval to
have the common shares quoted on The Nasdaq SmallCap Market,
under the symbol "PFFC," subject to certain conditions;
however, no assurance can be given that a listing will be
obtained or that an active and liquid trading market for the
shares will develop.

22. Q. WHAT IS THE COMPANY'S DIVIDEND POLICY?
A. The declaration and payment of dividends will be subject to
the discretion of the Board of Directors of the Company, to
the earnings and financial condition of the Company and to
general economic conditions. In an effort to manage its
capital, the Board of Directors may determine that it is
prudent to pay regular cash dividends, special cash dividends
or both. No assurance can be given that any

dividend will be declared, what the amount will be or
whether, if declared, the dividends will continue in the
future.

23. Q. WILL THE FDIC INSURE THE SHARES OF THE COMPANY?
A. No. The shares of Peoples Financial Corporation are
not savings deposits or savings accounts and are not insured
by the FDIC or any other government agency.

24. Q. IF I SUBSCRIBE FOR SHARES AND LATER CHANGE MY MIND,
WILL I BE ABLE TO GET A REFUND?
A. No. Your order cannot be canceled or withdrawn once
it has been received by Peoples Financial Corporation
without the consent of Peoples Financial Corporation.

ABOUT VOTING "FOR" THE PLAN OF CONVERSION
-----------------------------------------

25. Q. AM I ELIGIBLE TO VOTE AT THE SPECIAL MEETING OF
MEMBERS TO BE HELD TO CONSIDER THE PLAN OF CONVERSION?
A. You are eligible to vote at the Special Meeting of Members
to be held on ___________, 1996, if you were a member of
Peoples Federal at the close of business on the record date
for the Special Meeting (________, 1996) and continue as such
until the Special Meeting. If you were a member on the Record
Date, you should have received a proxy statement and a proxy
card with which to vote.

26. Q. HOW MANY VOTES DO I HAVE?
A. Each account holder is entitled to one vote for each
$100, or fraction thereof, on deposit in such account(s).
Each borrower member is entitled to cast one vote in
addition to the number of votes, if any, he or she is
entitled to cast as an account holder. No member may cast
more than 1,000 votes.

27. Q. IF I VOTE "AGAINST" THE PLAN OF CONVERSION AND IT IS
APPROVED, WILL I BE PROHIBITED FROM SUBSCRIBING FOR COMMON
SHARES DURING THE SUBSCRIPTION OFFERING?
A. No. Voting against the Plan of Conversion in no way
restricts you from purchasing Peoples Financial Corporation
common shares in the Subscription Offering.

28. Q. DID THE BOARD OF DIRECTORS OF PEOPLES FEDERAL
UNANIMOUSLY ADOPT THE CONVERSION?
A. Yes. Peoples Federal's Board of Directors
unanimously adopted the Plan of Conversion and urges that
all members vote "FOR" approval of such Plan.

29. Q. WHAT HAPPENS IF PEOPLES FEDERAL DOES NOT GET ENOUGH
VOTES TO APPROVE THE PLAN OF CONVERSION?

A. The Conversion would not take place, and Peoples
Federal would remain a mutual savings institution.

30. Q. AS A QUALIFYING DEPOSITOR OR BORROWER OF PEOPLES
FEDERAL, AM I REQUIRED TO VOTE?
A. No. However, failure to return your proxy card or
otherwise vote will have the same effect as a vote against
the Plan of Conversion.

31. Q. WHAT IS A PROXY CARD?
A. A proxy card gives you the ability to vote without
attending the Special Meeting in person. You may attend the
meeting and vote, even if you have returned your proxy card,
if you choose to do so. However, if you are unable to attend,
you still are represented by proxy. Previously executed
proxies will not be used to vote for approval of the Plan of
Conversion, even if the respective members do not execute
another proxy or attend the Special Meeting and vote in
person.

32. Q. HOW CAN I GET FURTHER INFORMATION CONCERNING THE
CONVERSION?
A. You may call the Conversion Center at (330) 832-7108
for further information or to request a copy of the
Prospectus, a stock order form, a proxy statement or a proxy
card.

THIS INFORMATION DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY PEOPLES FINANCIAL CORPORATION COMMON SHARES. SUCH OFFERS AND
SOLICITATIONS MAY BE MADE ONLY BY MEANS OF THE PROSPECTUS. COPIES OF THE
PROSPECTUS MAY BE OBTAINED BY CALLING THE CONVERSION CENTER AT (330) 832-7108.

THE COMMON SHARES OF PEOPLES FINANCIAL CORPORATION BEING OFFERED ARE NOT SAVINGS
OR DEPOSIT ACCOUNTS AND ARE NOT INSURED BY THE SAVINGS ASSOCIATION INSURANCE
FUND OF THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT
AGENCY.

PROPOSED MANAGEMENT AND DIRECTOR PURCHASES

Shares of
Name Common Stock Amount($)
- ---- ------------ ---------

Victor C. Baker 8,000 $ 80,000
James P. Bordner 5,000 $ 50,000
Vincent G. Matecheck 7,500 $ 75,000
Thomas E. Shelt 19,000 $190,000
Vince E. Stephan 10,000 $100,000
Paul von Gunten 26,000 $260,000
William P. Hart 5,000 $ 50,000
Linda L. Fowler 10,500 $105,000
James R. Rinehart 2,500 $ 25,000
Cindy A. Wagner 2,000 $ 20,000
------- --------
Total 95,500 $950,000
====== ========

Peoples Federal Letterhead

__________, 1996

Dear Individual Retirement Account Participant:

As you know, Peoples Federal Savings and Loan Association of Massillon
is in the process of converting from a federally chartered mutual savings and
loan association to a federally chartered stock savings and loan association and
has formed Peoples Financial Corporation to own all of the stock of Peoples
Federal (the "Conversion"). Through the Conversion, certain current and former
depositors and borrowers of Peoples Federal have the opportunity to purchase
common shares of Peoples Financial Corporation in a Subscription Offering.
Peoples Financial Corporation currently is offering up to 1,495,000 shares,
subject to adjustment, of Peoples Financial Corporation at a price of $10.00 per
share.

As the holder of an individual retirement account ("IRA") at Peoples
Federal, you have an opportunity to become a shareholder in Peoples Financial
Corporation using funds being held in your IRA. If you desire to purchase common
shares of Peoples Financial Corporation through your IRA, Peoples Federal can
assist you in self-directing those funds. This process can be done without an
early withdrawal penalty and generally without a negative tax consequence to
your retirement account.

If you are interested in receiving more information on self-directing
our IRA, please contact our Conversion Center at (330) 832-7108. Because it may
take several days to process the necessary IRA forms, a response is requested by
_________, 1996, to accommodate your interest.

Sincerely,

Paul von Gunten
President

This letter is neither an offer to sell nor a solicitation of an offer to buy
Peoples Financial Corporation common shares. The offer is made only by the
Prospectus, which was recently mailed to you. THE COMMON SHARES OF PEOPLES
FINANCIAL CORPORATION ARE NOT DEPOSITS AND WILL NOT BE INSURED BY THE FEDERAL
DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.

C. POSTER
OR
COUNTER CARD

"TAKE STOCK IN OUR FUTURE"

"STOCK OFFERING MATERIALS
AVAILABLE HERE"

Peoples Federal
Savings and Loan
Association of Massillon

Statement Stuffer

--------------------------------------

STOCK OFFERING ENDS
___________, 1996

--------------------------------------

The Directors, Officers & Employees

Peoples Federal Savings and Loan Association of Massillon

cordially invite you

to attend a brief presentation

regarding the offering of common shares

of Peoples Financial Corporation.

Please join us at

Place

Address

Date

at Time

for hors d'oeuvres

R.S.V.P.
(330) 832-7108

(Introductory Letter)

(Peoples Federal Letterhead)

__________, 1996

Name
Address
City, State, Zip

Dear _________________:

You may have read recently in the newspaper that Peoples Federal
Savings and Loan Association of Massillon will soon be converting from mutual to
stock form. This conversion is the biggest step in the history of Peoples
Federal in that it allows customers, community members, employees and directors
the opportunity to subscribe for common shares of our proposed holding company -
Peoples Financial Corporation.

I have enclosed a Prospectus and a stock order form which will allow
you to subscribe for shares and possibly become a shareholder of Peoples
Financial Corporation should you so desire. In addition, we will be holding
several presentations for friends of Peoples Federal in order to review the
Conversion and the merits of becoming a shareholder of Peoples Financial
Corporation. You will receive an invitation shortly.

I hope that if you have any questions you will feel free to call me or
Peoples Federal's Conversion Center at (330) 832-7108. I look forward to seeing
you at our presentation.

Sincerely,

Director

The common shares offered in the Conversion are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance Corporation or
any other government agency.

This is not an offer to sell or a solicitation of an offer to buy
shares. The offer will be made only by the Prospectus. There shall be no sale of
shares in any state in which any offer, solicitation of an offer or sale of
shares would be unlawful.

(Thank You Letter)

(Peoples Federal Letterhead)

_______________, 1996

Name
Address
City, State, Zip

Dear __________________:

On behalf of the Board of Directors and management of Peoples Federal
Savings and Loan Association of Massillon, I would like to thank you for
attending our recent presentation regarding the offering of common shares of
Peoples Financial Corporation. We are enthusiastic about the offering and look
forward to completing the Subscription Offering on _________, 1996.

I hope that you will join me in being a shareholder, and once again
thank you for your interest.

Sincerely,

Paul von Gunten
President

The common shares offered in the conversion are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance Corporation or
any other government agency.

(Sorry You Were Unable to Attend)

(Peoples Federal Letterhead)

_________________, 1996

Name
Address
City, State, Zip

Dear __________________:

I am sorry you were unable to attend our recent presentation regarding
Peoples Federal's mutual-to-stock conversion. The Board of Directors and
management as a group are investing approximately $955,000 of our own funds in
Peoples Financial Corporation. We are enthusiastic about the offering and look
forward to completing the Subscription Offering on _________, 1996.

We have established a Conversion Center to answer any questions
regarding the offering. Should you require any assistance between now and
_____________, I encourage you either to stop by or call our Conversion Center
at (330) 832-7108.

I hope you will join me in becoming a shareholder of Peoples Financial
Corporation.

Sincerely,

Paul von Gunten
President

The common shares offered in the conversion are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance Corporation or
any other government agency.

(Final Reminder Letter)

(Peoples Federal Letterhead)

______________, 1996

Name
Address
City, State, Zip

Dear ______________________:

Just a quick note to remind you that the deadline is quickly
approaching for purchasing shares in Peoples Financial Corporation, the proposed
holding company for Peoples Federal Savings and Loan Association of Massillon. I
hope you will join me in becoming a shareholder in what will be Ohio's newest
publicly owned financial institution holding company.

The deadline for subscribing for shares in the Subscription Offering is
_____________, 1996. If you have any questions, I hope you will call our
Conversion Center in Massillon at (330) 832-7108.

Once again, I look forward to having you join me as a shareholder of
Peoples Financial Corporation.

Sincerely,

Paul von Gunten
President

The common shares offered in the conversion are not savings accounts or
deposits and will not be insured by the Federal Deposit Insurance Corporation or
any other government agency.

- --------------------------------------------------------------------------------

P R O X Y R E M I N D E R

PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

YOUR VOTE ON OUR MUTUAL-TO-STOCK CONVERSION PLAN HAS NOT BEEN RECEIVED.

YOUR VOTE IS VERY IMPORTANT, PARTICULARLY SINCE FAILURE TO VOTE IS EQUIVALENT TO
VOTING AGAINST THE PLAN.

VOTING FOR THE CONVERSION WILL NOT AFFECT THE INSURANCE OF YOUR ACCOUNTS.
DEPOSIT ACCOUNTS WILL CONTINUE TO BE FEDERALLY INSURED UP TO APPLICABLE LIMITS.

YOU MAY PURCHASE COMMON SHARES IF YOU WISH, BUT VOTING DOES NOT OBLIGATE YOU TO
BUY COMMON SHARES.

PLEASE ACT PROMPTLY! SIGN THE ENCLOSED PROXY CARD AND MAIL, OR DELIVER, THE
PROXY CARD TO PEOPLES FEDERAL TODAY. PLEASE VOTE ALL PROXY CARDS RECEIVED.

WE RECOMMEND THAT YOU VOTE TO APPROVE THE PLAN OF CONVERSION. THANK YOU.

THE BOARD OF DIRECTORS AND MANAGEMENT OF
PEOPLES FEDERAL SAVINGS AND LOAN ASSOCIATION OF MASSILLON

- --------------------------------------------------------------------------------

IF YOU RECENTLY MAILED THE PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
FOR FURTHER INFORMATION CALL (330) 832-7108.

___________, 1996

To Members and Friends of Peoples Federal Savings and Loan Association of
Massillon:

Trident Securities, Inc., a member of the National Association of
Securities Dealers, Inc., is assisting Peoples Federal Savings and Loan
Association of Massillon in its conversion to a capital stock savings
association and the concurrent offering of common shares by Peoples Financial
Corporation (the "Company"), an Ohio corporation recently formed for the purpose
of acquiring all of the stock of Peoples Federal Savings and Loan Association of
Massillon.

At the request of Peoples Federal Savings and Loan Association of
Massillon, we are enclosing materials explaining the conversion process and your
right to subscribe for common shares of the Company. Please read the enclosed
offering materials carefully.

If you have any questions, please call our Conversion Center at (330)
832-7108.

Sincerely,

TRIDENT SECURITIES, INC.

THE COMMON SHARES OF PEOPLES FINANCIAL CORPORATION OFFERED IN CONNECTION WITH
THE CONVERSION ARE NOT SAVINGS ACCOUNTS OR SAVINGS DEPOSITS AND ARE NOT INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE SAVINGS ASSOCIATION INSURANCE
FUND OR ANY OTHER GOVERNMENT AGENCY. THIS IS NOT AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY COMMON SHARES OF PEOPLES FINANCIAL CORPORATION.
THE OFFER WILL BE MADE ONLY BY THE PROSPECTUS.

(Peoples Federal Letterhead)
______________, 1996

Dear Valued Customer:

Peoples Federal Savings and Loan Association of Massillon is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association (the
"Conversion"), conditioned upon receipt of approval by Peoples Federal's
members, among other things. This Conversion is the most significant event in
the history of Peoples Federal in that it allows customers, community members,
directors and employees an opportunity to own shares of Peoples Financial
Corporation, the proposed holding company of Peoples Federal.

Since 1892, Peoples Federal has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Peoples Federal, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Peoples Federal. Let us also
assure you that the Conversion will not result in any changes in the management,
personnel or Board of Directors of Peoples Federal.

A special meeting of the members of Peoples Federal will be held on
_______, 1996, at ________, Eastern Time, at 211 Lincoln Way East, Massillon,
Ohio, to consider and vote upon Peoples Federal's Plan of Conversion. Enclosed
is a proxy card. Your Board of Directors solicits your vote "FOR" Peoples
Federal's Plan of Conversion. A vote in favor of the Plan of Conversion does not
obligate you to purchase common shares. If you do not plan to attend the special
meeting, please sign and return your proxy card promptly; your vote is important
to us.

As one of our valued members, you have the opportunity to invest in
Peoples Federal's future by purchasing common shares of Peoples Financial
Corporation during the Subscription Offering, without paying a sales commission.

If you decide to exercise your subscription rights to purchase shares,
you must return a properly completed stock order from together with full payment
for the subscribed shares so that it is received by Peoples Federal not later
than ____________, Eastern Time, on ______________, 1996.

We also have enclosed a Prospectus and a Proxy Statement which fully
describe Peoples Federal and its management, Board of Directors and financial
condition. Please review these materials carefully before you vote or invest.
For your convenience, we have established a Conversion Center. If you have any
questions, please call the Conversion Center at (330) 832-7108.

We look forward to continuing to provide quality financial services to
you in the future.

Sincerely,

Paul von Gunten
President

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Peoples Financial Corporation offered in the Conversion, nor does
it constitute the solicitation of a proxy in connection with the Conversion.
Such offers and solicitations of proxies are made only by means of the
Prospectus and the Proxy Statement. There shall be no sale of shares in any
state in which any offer, solicitation of an offer or sale of shares would be
unlawful.

THE STOCK IS NOT A DEPOSIT OR ACCOUNT AND IS NOT FEDERALLY INSURED OR
GUARANTEED.

(Peoples Federal Letterhead)
_________________, 1996

Dear Interested Investor:

Peoples Federal Savings and Loan Association of Massillon is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association (the
"Conversion"), conditioned upon receipt of approval by Peoples Federal's
members, among other things. This Conversion is the most significant event in
the history of Peoples Federal in that it allows customers, community members,
directors and employees an opportunity to own stock in Peoples Financial
Corporation, the proposed holding company for Peoples Federal.

Since 1892, Peoples Federal has successfully operated as a mutual
company. We want to assure you that the Conversion will not result in any
changes in the management, the personnel or the Board of Directors of Peoples
Federal.

Enclosed is a Prospectus which fully describes Peoples Federal and its
management, Board of Directors and financial condition. Please review it
carefully before you make an investment decision. If you decide to invest,
please return to Peoples Federal a properly completed stock order form together
with full payment for shares at your earliest convenience. For your convenience,
we have established a Conversion Center. If you have any questions, please call
the Conversion Center at (330) 832-7108.

Sincerely,

Paul von Gunten
President
Enclosures

This does not constitute an offer to sell, or the solicitation of an offer to
buy, shares of Peoples Financial Corporation offered in the Conversion. Such
offers are made only by means of the Prospectus. There shall be no sale of
shares in any state in which any offer, solicitation of an offer or sale of
shares would unlawful.

THE COMMON SHARES ARE NOT A DEPOSIT OR ACCOUNT AND ARE NOT FEDERALLY INSURED OR
GUARANTEED.

(Peoples Federal Letterhead)
_______________, 1996

Dear Friend:

Peoples Federal Savings and Loan Association of Massillon is pleased to
announce that we have received regulatory approval to proceed with our plan to
convert to a federally chartered stock savings and loan association (the
"Conversion"), conditioned upon receipt of approval by Peoples Federal's
members, among other things. This Conversion is the most significant event in
the history of Peoples Federal in that it allows customers, community members,
directors and employees an opportunity to own common shares of Peoples Financial
Corporation, the proposed holding company for Peoples Federal.

Since 1892, Peoples Federal has successfully operated as a mutual
company. We want to assure you that the Conversion will not affect the terms,
balances, interest rates or existing FDIC insurance coverage on deposits at
Peoples Federal, or the terms or conditions of any loans to existing borrowers
under their individual contract arrangements with Peoples Federal. Let us also
assure you that the Conversion will not result in any changes in the management,
the personnel or the Board of Directors of Peoples Federal.

Our records indicate that you were a depositor of Peoples Federal on
September 30, 1994. Therefore, under applicable law, you are entitled to
subscribe for common shares in Peoples Federal's Subscription Offering. Orders
submitted by you and others in the Subscription Offering are contingent upon the
current members' approval of the Plan of Conversion at a special meeting of
members to be held on _______________, 1996, and upon receipt of all required
regulatory approvals.

If you decide to exercise your subscription rights to purchase shares,
you must return a properly completed stock order form together with full payment
for the subscribed shares so that it is received at Peoples Federal not later
than 4:30 p.m., Eastern Time, on __________, 1996.

Enclosed is a Prospectus which fully describes Peoples Federal and its
management, Board of Directors and financial condition. Please review it
carefully before you invest. For your convenience, we have established a
Conversion Center. If you have any questions, please call the Conversion Center
at (330) 832-7108.

Sincerely,

Paul von Gunten
President
Enclosures

THE COMMON SHARES ARE NOT A DEPOSIT OR ACCOUNT AND ARE NOT FEDERALLY INSURED OR
GUARANTEED.