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

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
          _____________________________________________________________

                          PEOPLES FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Articles)

            Ohio                                        34-1822228
_______________________________             ____________________________________
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              211 Lincoln Way East
                              Massillon, Ohio 44646
          _____________________________________________________________
                    (Address of Principal Execution Offices)

                               The Peoples Federal
                           401(K) Profit Sharing Plan
          _____________________________________________________________
                            (Full title of the plan)

            Peoples Federal Savings and Loan Association of Massillon
                           Attention: Paul von Gunten
                              211 Lincoln Way East
                              Massillon, Ohio 44646
          _____________________________________________________________
                     (Name and address of agent for service)

                                 (330) 832-7441
          _____________________________________________________________
          (Telephone number, including area code, of agent for service)

<TABLE>

                         CALCULATION OF REGISTRATION FEE

     Title of         Amount to be        Proposed maximum      Proposed maximum       Amount of
    securities        registered(1)      offering price per    aggregate offering    registration
 to be registered                             share(2)                price               fee
 ----------------     -------------      ------------------    ------------------    ------------
<S>                       <C>                <C>                  <C>                    <C> 
Common Shares             100,000            $15.0625             $1,506,250             $457
No par value

</TABLE>
__________________
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for purposes of calculating the  registration  fee; based
     upon the  average  of the high and low sale  prices  for a share of Peoples
     Financial  Corporation  on  February  19,  1997,  as quoted  on The  Nasdaq
     SmallCap Market.



<PAGE>


                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents  previously filed with the Securities and
Exchange  Commission (the  "Commission") by Peoples  Financial  Corporation (the
"Registrant")  (SEC File No.  34-1822228)  the The Peoples Federal 401(k) Profit
Sharing Plan (the "Plan") are  incorporated  herein by reference and made a part
hereof as of the respective dates of filing of such documents:

               (1) The Registrant's  Annual Report on Form 10-KSB for the fiscal
year ended  December  31,  1996,  and all  documents  filed with the  Commission
pursuant  to the  requirements  of  Sections  13(a) or  15(d) of the  Securities
Exchange Act of 1934 ("Exchange Act") since that date;

               (2) The  Registrant's  Quarterly Report on Form 10-QSB filed with
the Commission for the period ended December 31, 1996;

               (3) The description of the Common Shares of the  Registrant  con-
tained  in  the Registrant's Registration Statement on Form 8-A (No. 001-12103),
filed with the Commission on August 27, 1996; and

               (4) The Annual  Report on Form 11-K for the year ended  September
30, 1996, filed by the Plan  concurrently  with the filing of this  Registration
Statement.

               Any  documents  that may be filed by the  Registrant  or the Plan
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange  Act  subsequent  to the  date  hereof  and  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold,  shall also be
deemed to be incorporated  herein by reference and to be made a part hereof from
the date of filing of such documents.


ITEM 4.        DESCRIPTION OF SECURITIES.

               Not Applicable.


ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               None.


ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               A.  Division  (E)  of  Section  1701.13  of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

               (E)(1) A  corporation  may  indemnify or agree to  indemnify  any
        person who was or is a party or is threatened to be made a party, to any
        threatened,  pending, or completed action, suit, or proceeding,  whether
        civil, criminal,  administrative, or investigative, other than an action
        by or in the right of the corporation,  by reason of the fact that he is
        or was a director, officer, employee, or agent of the corporation, or is
        or was serving at the request of the corporation as a director, trustee,
        officer, employee, or agent of another corporation, domestic or foreign,
        nonprofit or for profit, a limited liability company,  or a partnership,
        joint venture, trust, or other enterprise,  against expenses,  including
        attorney's  fees,  judgments,  fines,  and  amounts  paid in  settlement
        actually and reasonably  incurred by him in connection with such action,
        suit,  or  proceeding  if he acted  in good  faith  and in a  manner  he
        reasonably believed to be in or not opposed to the best interests of the
        corporation,  and, with respect to any criminal action or proceeding, if
        he had no  reasonable  cause to believe his conduct  was  unlawful.  The
        termination  of any action,  suit,  or  proceeding  by judgment,  order,

                                      II-2
<PAGE>


        settlement,  or  conviction,  or upon a plea of nolo  contendere  or its
        equivalent,  shall not, of itself,  create a presumption that the person
        did not act in good faith and in a manner he  reasonably  believed to be
        in or not opposed to the best  interests of the  corporation  and,  with
        respect to any criminal action or proceeding, he had reasonable cause to
        believe that his conduct was unlawful.

               (2) A corporation  may indemnify or agree to indemnify any person
        who was or is a  party  or is  threatened  to be  made a  party,  to any
        threatened,  pending,  or completed action or suit by or in the right of
        the  corporation  to procure a judgment  in its favor,  by reason of the
        fact that he is or was a director,  officer,  employee,  or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director,  trustee,  officer,  employee,  member,  manager,  or agent of
        another  corporation,  domestic or foreign,  nonprofit or for profit,  a
        limited liability company,  or a partnership,  joint venture,  trust, or
        other enterprise,  against expenses, including attorney's fees, actually
        and  reasonably  incurred  by him in  connection  with  the  defense  or
        settlement  of such  action or suit,  if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation,  except that no  indemnification  shall be
        made in respect of any of the following:

                      (a) Any claim, issue, or matter as to which such person is
               adjudged  to be  liable  for  negligence  or  misconduct  in  the
               performance of his duty to the  corporation  unless,  and only to
               the extent that,  the court of common pleas or the court in which
               such action or suit was  brought  determines,  upon  application,
               that,  despite the adjudication of liability,  but in view of all
               the  circumstances  of  the  case,  such  person  is  fairly  and
               reasonably  entitled to indemnity  for such expenses as the court
               of common pleas or such other court shall deem proper;

                      (b)  Any  action  or  suit  in  which  the  only liability
               asserted against a director is pursuant to section 1701.95 of the
               Revised Code.

               (3) To the extent that a director,  trustee,  officer,  employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action,  suit, or proceeding  referred to in divisions
        (E)(1) and (2) of this section,  or in defense of any claim,  issue,  or
        matter  therein,  he shall be indemnified  against  expenses,  including
        attorney's fees,  actually and reasonably  incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any  indemnification  under  division  (E)(1)  or (2) of this
        section,  unless  ordered by a court,  shall be made by the  corporation
        only as  authorized  in the specific  case,  upon a  determination  that
        indemnification of the director,  trustee,  officer,  employee,  member,
        manager, or agent is proper in the circumstances  because he has met the
        applicable  standard of conduct  set forth in division  (E)(1) or (2) of
        this section. Such determination shall be made as follows:

                      (a) By a majority vote of a quorum consisting of directors
               of the indemnifying  corporation who were not and are not parties
               to or  threatened  with  any such  action,  suit,  or  proceeding
               referred to in division (E)(1) or (2) of this section;

                      (b) If the quorum described in division  (E)(4)(a) of this
               section is not  obtainable  or if a majority  vote of a quorum of
               disinterested  directors  so  directs,  in a written  opinion  by
               independent  legal  counsel  other  than an  attorney,  or a firm
               having  associated with it an attorney,  who has been retained by
               or who has performed  services for the  corporation or any person
               to be indemnified within the past five years;

                      (c)    By the shareholders;

                      (d) By the  court of  common  pleas or the  court in which
               such action,  suit, or proceeding  referred to in division (E)(1)
               or (2) of this section was brought.

               Any  determination  made  by the  disinterested  directors  under
        division  (E)(4)(a)  or by  independent  legal  counsel  under  division
        (E)(4)(b) of this section shall be promptly  communicated  to the person
        who  threatened  or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section,  and, within ten days
        after receipt of such notification,  such person shall have the right to
        petition  the court of common pleas or the court in which action or suit
        was brought to review the reasonableness of such determination.


                                      II-3
<PAGE>


               (5)(a) Unless at the time of a director's act or omission that is
        the subject of an action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
        corporation  state,  by specific  reference to this  division,  that the
        provisions of this division do not apply to the  corporation  and unless
        the only liability  asserted  against a director in an action,  suit, or
        proceeding  referred  to in  division  (E)(1) or (2) of this  section is
        pursuant to section  1701.95 of the Revised  Code,  expenses,  including
        attorney's fees,  incurred by a director in defending the action,  suit,
        or proceeding shall be paid by the corporation as they are incurred,  in
        advance of the final  disposition  of the action,  suit, or  proceeding,
        upon receipt of an  undertaking by or on behalf of the director in which
        he agrees to do both of the following:

                      (i)  Repay  such  amount  if it is  proved  by  clear  and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act  involved an act or omission  undertaken
               with  deliberate  intent to cause  injury to the  corporation  or
               undertaken with reckless  disregard for the best interests of the
               corporation;

                      (ii)  Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses,  including attorney's fees, incurred by a director,
               trustee,  officer,   employee,   member,  manager,  or  agent  in
               defending any action, suit, or proceeding referred to in division
               (E)(1) or (2) of this section,  may be paid by the corporation as
               they are  incurred,  in advance of the final  disposition  of the
               action,  suit, or  proceeding,  as authorized by the directors in
               the specific case, upon receipt of an undertaking by or on behalf
               of the director,  trustee, officer, employee, member, manager, or
               agent to repay such amount,  if it ultimately is determined  that
               he is not entitled to be indemnified by the corporation.

               (6) The  indemnification  authorized by this section shall not be
        exclusive  of, and shall be in addition to, any other rights  granted to
        those seeking  indemnification under the articles, the regulations,  any
        agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action  in their  official  capacities  and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director,  trustee,
        officer,  employee,  member,  manager,  or agent and shall  inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain  insurance or furnish
        similar protection,  including, but not limited to, trust funds, letters
        of credit, or  self-insurance,  on behalf of or for any person who is or
        was a director,  officer,  employee,  member,  manager,  or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director,  trustee, officer,  employee, or agent of another corporation,
        domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
        company,  or a partnership,  joint venture,  trust, or other enterprise,
        against any  liability  asserted  against him and incurred by him in any
        such capacity,  or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify  persons pursuant
        to division  (E)(1) or (2) of this section does not limit the payment of
        expenses  as they are  incurred,  indemnification,  insurance,  or other
        protection that may be provided pursuant to divisions  (E)(5),  (6), and
        (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
        create  any  obligation  to  repay  or  return   payments  made  by  the
        corporation pursuant to division (E)(5), (6), or (7).

               (9)  As  used  in  this  division,  references  to  "corporation"
        includes all constituent  corporations in a consolidation  or merger and
        the new or  surviving  corporation,  so that any  person who is or was a
        director, officer, employee, trustee, member, manager or agent of such a
        constituent  corporation,  or is or was  serving at the  request of such
        constituent  corporation  as a  director,  trustee,  officer,  employee,
        member,  manager, or agent of another corporation,  domestic or foreign,
        nonprofit or for profit, a limited liability company,  or a partnership,
        joint  venture,  trust,  or other  enterprise,  shall  stand in the same
        position  under  this  section  with  respect  to the  new or  surviving
        corporation  as  he  would  if  he  had  served  the  new  or  surviving
        corporation in the same capacity.

               B. Article Five of the Registrant's Code of Regulations  provides
for the indemnification of officers and directors as follows:


                                      II-4
<PAGE>


        SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall indemnify
any  officer  or  director  of  the  corporation  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including, without limitation, any action threatened or instituted by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise,  against expenses (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming  indemnification  under this Section 5.01 shall be presumed,  in
respect of any act or omission giving rise to such claim for indemnification, to
have acted in good faith and in a manner he reasonably  believed to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  matter,  to have had no  reasonable  cause to believe  his conduct was
unlawful,  and the  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
equivalent, shall not, of itself, rebut such presumption.

        SECTION 5.02. COURT-APPROVED INDEMNIFICATION.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding:

               (A) the  corporation  shall not indemnify any officer or director
of the corporation who was a party to any completed action or suit instituted by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  trustee,  officer, employee or agent of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture, trust or other
enterprise,  in respect of any claim, issue or matter asserted in such action or
suit as to which he shall  have been  adjudged  to be  liable  for  acting  with
reckless  disregard  for the best  interests of the  corporation  or  misconduct
(other than negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Stark County,  Ohio, or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application that, despite such adjudication of liability, and in view of all the
circumstances  of the  case,  he is  fairly  and  reasonably  entitled  to  such
indemnity  as such Court of Common  Pleas or such other court shall deem proper;
and

               (B)  the   corporation   shall  promptly  make  any  such  unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 5.02.

        SECTION 5.03.  INDEMNIFICATION  FOR EXPENSES.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding,  to the extent that an
officer or  director of the  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
5.01, or in defense of any claim, issue or matter therein,  he shall be promptly
indemnified by the corporation against expenses (including,  without limitation,
attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript  costs)
actually and reasonably incurred by him in connection therewith.

        SECTION 5.04 DETERMINATION REQUIRED. Any indemnification  required under
Section  5.01  and  not  precluded  under  Section  5.02  shall  be  made by the
corporation only upon a determination  that such  indemnification of the officer
or director  is proper in the  circumstances  because he has met the  applicable
standard of conduct set forth in Section 5.01.  Such  determination  may be made
only  (A)  by a  majority  vote  of a  quorum  consisting  of  directors  of the
corporation  who were not and are not parties to, or threatened  with,  any such
action,  suit or  proceeding,  or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney,  who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years, or
(C) by the  shareholders,  or (D) by the Court of Common Pleas of Stark  County,
Ohio, or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought,  if any; any such determination may be made by a
court under  division (D) of this Section  5.04 at any time  including,  without
limitation,   any  time  before,   during  or  after  the  time  when  any  such
determination may be requested of, be under consideration by or have been denied
or  disregarded  by  the  disinterested  directors  under  division  (A)  or  by
independent  legal  counsel  under  division  (B) or by the  shareholders  under
division  (C) of this  Section  5.04;  and no failure for any reason to make any
such   determination,   and  no  decision  for  any  reason  to  deny  any  such
determination,   by  the  disinterested  directors  under  division  (A)  or  by
independent  legal counsel under division (B) or by shareholders  under division
(C) of this  Section  5.04 shall be  evidence  in  rebuttal  of the  presumption
recited in Section 5.01. Any determination  made by the disinterested  directors
under  division (A) or by  independent  legal counsel under division (B) of this
Section 5.04 to make  indemnification  in respect of any claim,  issue or matter
asserted  in an action or suit  threatened  or brought by or in the right of the
corporation  shall be  promptly  communicated  to the person who  threatened  or
brought  such  action or suit,  and within  ten (10) days after  receipt of such
notification  such person  shall have the right to petition  the Court of Common

                                      II-5
<PAGE>


Pleas of Stark  County,  Ohio,  or the  court in which  such  action or suit was
brought, if any, to review the reasonableness of such determination.

        SECTION  5.05.  ADVANCES  FOR  EXPENSES.  Expenses  (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs)  incurred in  defending  any action,  suit or  proceeding  referred to in
Section  5.01  shall  be  paid  by the  corporation  in  advance  of  the  final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director  shall  first  agree,  in  writing,  to repay all amounts so paid in
respect of any claim,  issue or other matter  asserted in such  action,  suit or
proceeding  in defense of which he shall not have been  successful on the merits
or otherwise:

               (A)  if it shall  ultimately be determined as provided in Section
5.04 that  he  is not  entitled to be indemnified by the corporation as provided
under Section 5.01; or

               (B) if, in respect of any claim,  issue or other matter  asserted
by or in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless  disregard for the best interests
of the corporation or misconduct  (other than  negligence) in the performance of
his duty to the  corporation,  unless and only to the  extent  that the Court of
Common Pleas of Stark  County,  Ohio,  or the court in which such action or suit
was brought shall determine upon application that,  despite such adjudication of
liability,  and in view of all the  circumstances,  he is fairly and  reasonably
entitled to all or part of such indemnification.

        SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE.  The indemnification  provided
by this Article Five shall not be deemed  exclusive of any other rights to which
any person  seeking  indemnification  may be entitled  under the Articles or the
Regulations or any agreement,  vote of shareholders or disinterested  directors,
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be an officer or director of the  corporation  and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

        SECTION  5.07.  INSURANCE.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  trustee,  officer,  employee,  or agent of another  corporation
(domestic  or foreign,  nonprofit or for profit),  partnership,  joint  venture,
trust or other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether  or not the  corporation  would  have  the  obligation  or the  power to
indemnify him against such liability under the provisions of this Article Five.

        SECTION 5.08.  CERTAIN DEFINITIONS.  For purposes of  this Article Five,
and as examples and not by way of limitation:

               (A) A person claiming  indemnification under this Article 5 shall
be deemed to have been  successful  on the merits or otherwise in defense of any
action,  suit or  proceeding  referred to in Section  5.01, or in defense of any
claim, issue or other matter therein,  if such action,  suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment  or order  against  him,  without a  conviction  of him,  without the
imposition  of a fine upon him and without his payment or  agreement  to pay any
amount in settlement  thereof (whether or not any such termination is based upon
a  judicial  or other  determination  of the lack of  merit of the  claims  made
against him or otherwise results in a vindication of him); and

               (B) References to an "other  enterprise"  shall include  employee
benefit plans; references to a "fine" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the  request of the  corporation"  shall  include  any  service  as a  director,
officer,  employee  or agent of the  corporation  which  imposes  duties  on, or
involves services by, such director,  officer, employee or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the  participants  and  beneficiaries  of an employee  benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" within the meaning of that term as used in this Article Five.

        SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim
for  indemnification  under this  Article Five may be  maintained  by the person
claiming such  indemnification,  or by the  corporation,  in the Court of Common
Pleas  of  Stark  County,   Ohio.   The   corporation   and  (by  claiming  such
indemnification)  each such person consent to the exercise of jurisdiction  over
its or his person by the Court of Common  Pleas of Stark  County,  Ohio,  in any
such action, suit or proceeding.


                                      II-6
<PAGE>


ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

               See the Exhibit Index attached hereto.

               A copy of the Internal Revenue Service (the "IRS")  determination
               letter is included  herewith as Exhibit 5. The Registrant  hereby
               undertakes  to submit any  amendments to the Plan to the IRS in a
               timely manner and to make those changes,  if any, required by the
               IRS in order for the Plan to qualify as a tax-qualified  employee
               benefit plan meeting the  requirements  of Section  401(a) of the
               Internal Revenue Code of 1986, as amended.

ITEM 9.        UNDERTAKINGS.

               Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which it  offers  or sells
                    securities,  a post-effective amendment to this registration
                    statement to:

                    (i)  Include any prospectus  required by section 10(a)(3) of
                         the Securities Act;

                    (ii) Reflect in the  prospectus  any facts or events  which,
                         individually  or  together,   represent  a  fundamental
                         change i the information in the registration statement;
                         and  Notwithstanding  the  foregoing,  any  increase or
                         decrease in volume of securities  offered (if the total
                         dollar value of securities offered (if the total dollar
                         value of securities offered would not exceed that which
                         was  registered) and any deviation from the low or high
                         end of the  estimated  maximum  offering  range  may be
                         reflected  in the  form of  prospects  filed  with  the
                         commission   pursuant  to  rule  424(b),   if,  in  the
                         aggregate,   the   changes  in  the  volume  and  price
                         represent  no more  than a 20%  change  in the  maximum
                         aggregate  offering price set forth in the "Calculation
                         of   Registration   Fee"   table   in   the   effective
                         registration statement.

                    (iii)Include any additional or changed material  information
                         on the plan of distribution;

                             PROVIDED,  HOWEVER,  That paragraphs  (a)(1)(i) and
                             (a)(1)(ii)  of this  section  do not  apply  if the
                             information required in a post-effective  amendment
                             is incorporated by reference from periodic  reports
                             filed  by  the  small  business  issuer  under  the
                             Exchange Act.

               (2)  For  determining  liability  under the Securities Act, treat
                    each   post-effective   amendment  as  a  new   registration
                    statement of the securities offered, and the offering of the
                    securities  at  that  time  to  be  the  initial  bona  fide
                    offering.

               (3)  File a post-effective  amendment to remove from registration
                    any of the  securities  that remain unsold at the end of the
                    offering.


                                      II-7
<PAGE>


                                   SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Massillon, State of Ohio, on February 25, 1997.

                                  PEOPLES FINANCIAL CORPORATION

                                  By: /s/ Paul von Gunten
                                      ______________________________
                                          Paul von Gunten
                                          President, Chief Executive Officer
                                          and Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the dates indicated.

Signature                           Title                         Date
---------                          -------                       ------

/s/ Victor C. Baker                Director                 February 25, 1997
-------------------------                                
Victor C. Baker                                          
                                                         
                                                         
/s/ James P. Bordner               Director                 February 25, 1997
-------------------------                                
James P. Bordner                                         
                                                         
                                                         
/s/ Vincent G. Matecheck           Director                 February 25, 1997
-------------------------                                
Vincent G. Matecheck                                     
                                                         
                                                         
/s/ Thomas E. Shelt                Director                 February 25, 1997
-------------------------                                
Thomas E. Shelt                                          
                                                         
                                                         
/s/ Vince E. Stephan               Director                 February 25, 1997
-------------------------                                
Vince E. Stephan                                         
                                                         
                                                         
/s/ Paul von Gunten                President, Chief         February 25, 1997
-------------------------          Executive Officer,    
Paul von Gunten                    Director              
                                                         
/s/ James R. Rinehart              Treasurer (Chief         February 25, 1997
-------------------------          Financial Officer)    
James R. Rinehart                                        
                                                      

<PAGE>


     THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Massillon, State of Ohio,
on February 25, 1997.



                                      PEOPLES FEDERAL 401(K) PROFIT SHARING PLAN

                                      By United National Bank & Trust Co.



                                      By /s/ Samuel M. Lincoln VP & TO
                                         _______________________________________
                                             Samuel M. Lincoln VP & TO

<PAGE>

                                  EXHIBIT INDEX


   Exhibit No.                   Document
   -----------                  ----------

      4(a)                The Peoples  Federal  401(k)  Profit
                          Sharing Plan, as amended

      4(b)                Articles of Incorporation (Incorporated
                          by reference to the Registration
                          Statement on Form 8-A filed with
                          the SEC on August 27, 1997)

      5                   Internal Revenue Service determination
                          letters

      23(a)               Consent of Independent Public
                          Accountant
      23(b)
                          Consent of Independent Public
                          Accountant
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 38676}]
{"company-data": {"conformed-name": "PEOPLES FINANCIAL CORP \\OH\\", "cik": "0001011221", "assigned-sic": "6035", "irs-number": "341822228", "state-of-incorporation": "OH", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-22393", "film-number": "97544096"}, "business-address": {"street1": "211 LINCOLN WAY EAST", "city": "MASSILLON", "state": "OH", "zip": "44646", "phone": "2168327441"}, "mail-address": {"street1": "211 LINCOLN WAY EAST", "city": "MASSILLON", "state": "OH", "zip": "44646"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
          _____________________________________________________________

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933
          _____________________________________________________________

                          PEOPLES FINANCIAL CORPORATION
             (Exact name of Registrant as specified in its Articles)

            Ohio                                        34-1822228
_______________________________             ____________________________________
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

                              211 Lincoln Way East
                              Massillon, Ohio 44646
          _____________________________________________________________
                    (Address of Principal Execution Offices)

                               The Peoples Federal
                           401(K) Profit Sharing Plan
          _____________________________________________________________
                            (Full title of the plan)

            Peoples Federal Savings and Loan Association of Massillon
                           Attention: Paul von Gunten
                              211 Lincoln Way East
                              Massillon, Ohio 44646
          _____________________________________________________________
                     (Name and address of agent for service)

                                 (330) 832-7441
          _____________________________________________________________
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

     Title of         Amount to be        Proposed maximum      Proposed maximum       Amount of
    securities        registered(1)      offering price per    aggregate offering    registration
 to be registered                             share(2)                price               fee
 ----------------     -------------      ------------------    ------------------    ------------
Common Shares             100,000            $15.0625             $1,506,250             $457
No par value
__________________
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold pursuant to the employee benefit plan described herein.

(2)  Estimated  solely for purposes of calculating the  registration  fee; based
     upon the  average  of the high and low sale  prices  for a share of Peoples
     Financial  Corporation  on  February  19,  1997,  as quoted  on The  Nasdaq
     SmallCap Market.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.        INCORPORATION OF DOCUMENTS BY REFERENCE.

               The following documents  previously filed with the Securities and
Exchange  Commission (the  "Commission") by Peoples  Financial  Corporation (the
"Registrant")  (SEC File No.  34-1822228)  the The Peoples Federal 401(k) Profit
Sharing Plan (the "Plan") are  incorporated  herein by reference and made a part
hereof as of the respective dates of filing of such documents:

               (1) The Registrant's  Annual Report on Form 10-KSB for the fiscal
year ended  December  31,  1996,  and all  documents  filed with the  Commission
pursuant  to the  requirements  of  Sections  13(a) or  15(d) of the  Securities
Exchange Act of 1934 ("Exchange Act") since that date;

               (2) The  Registrant's  Quarterly Report on Form 10-QSB filed with
the Commission for the period ended December 31, 1996;

               (3) The description of the Common Shares of the  Registrant  con-
tained  in  the Registrant's Registration Statement on Form 8-A (No. 001-12103),
filed with the Commission on August 27, 1996; and

               (4) The Annual  Report on Form 11-K for the year ended  September
30, 1996, filed by the Plan  concurrently  with the filing of this  Registration
Statement.

               Any  documents  that may be filed by the  Registrant  or the Plan
with the  Commission  pursuant to  Sections  13(a),  13(c),  14 and 15(d) of the
Exchange  Act  subsequent  to the  date  hereof  and  prior to the  filing  of a
post-effective  amendment which indicates that all securities  offered have been
sold or which  deregisters all securities then remaining  unsold,  shall also be
deemed to be incorporated  herein by reference and to be made a part hereof from
the date of filing of such documents.

ITEM 4.        DESCRIPTION OF SECURITIES.

               Not Applicable.

ITEM 5.        INTERESTS OF NAMED EXPERTS AND COUNSEL.

               None.

ITEM 6.        INDEMNIFICATION OF DIRECTORS AND OFFICERS.

               A.  Division  (E)  of  Section  1701.13  of the Ohio Revised Code
governs indemnification by a corporation and provides as follows:

               (E)(1) A  corporation  may  indemnify or agree to  indemnify  any
        person who was or is a party or is threatened to be made a party, to any
        threatened,  pending, or completed action, suit, or proceeding,  whether
        civil, criminal,  administrative, or investigative, other than an action
        by or in the right of the corporation,  by reason of the fact that he is
        or was a director, officer, employee, or agent of the corporation, or is
        or was serving at the request of the corporation as a director, trustee,
        officer, employee, or agent of another corporation, domestic or foreign,
        nonprofit or for profit, a limited liability company,  or a partnership,
        joint venture, trust, or other enterprise,  against expenses,  including
        attorney's  fees,  judgments,  fines,  and  amounts  paid in  settlement
        actually and reasonably  incurred by him in connection with such action,
        suit,  or  proceeding  if he acted  in good  faith  and in a  manner  he
        reasonably believed to be in or not opposed to the best interests of the
        corporation,  and, with respect to any criminal action or proceeding, if
        he had no  reasonable  cause to believe his conduct  was  unlawful.  The
        termination  of any action,  suit,  or  proceeding  by judgment,  order,

                                      II-2
settlement,  or  conviction,  or upon a plea of nolo  contendere  or its
        equivalent,  shall not, of itself,  create a presumption that the person
        did not act in good faith and in a manner he  reasonably  believed to be
        in or not opposed to the best  interests of the  corporation  and,  with
        respect to any criminal action or proceeding, he had reasonable cause to
        believe that his conduct was unlawful.

               (2) A corporation  may indemnify or agree to indemnify any person
        who was or is a  party  or is  threatened  to be  made a  party,  to any
        threatened,  pending,  or completed action or suit by or in the right of
        the  corporation  to procure a judgment  in its favor,  by reason of the
        fact that he is or was a director,  officer,  employee,  or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director,  trustee,  officer,  employee,  member,  manager,  or agent of
        another  corporation,  domestic or foreign,  nonprofit or for profit,  a
        limited liability company,  or a partnership,  joint venture,  trust, or
        other enterprise,  against expenses, including attorney's fees, actually
        and  reasonably  incurred  by him in  connection  with  the  defense  or
        settlement  of such  action or suit,  if he acted in good faith and in a
        manner  he  reasonably  believed  to be in or not  opposed  to the  best
        interests of the corporation,  except that no  indemnification  shall be
        made in respect of any of the following:

                      (a) Any claim, issue, or matter as to which such person is
               adjudged  to be  liable  for  negligence  or  misconduct  in  the
               performance of his duty to the  corporation  unless,  and only to
               the extent that,  the court of common pleas or the court in which
               such action or suit was  brought  determines,  upon  application,
               that,  despite the adjudication of liability,  but in view of all
               the  circumstances  of  the  case,  such  person  is  fairly  and
               reasonably  entitled to indemnity  for such expenses as the court
               of common pleas or such other court shall deem proper;

                      (b)  Any  action  or  suit  in  which  the  only liability
               asserted against a director is pursuant to section 1701.95 of the
               Revised Code.

               (3) To the extent that a director,  trustee,  officer,  employee,
        member, manager, or agent has been successful on the merits or otherwise
        in defense of any action,  suit, or proceeding  referred to in divisions
        (E)(1) and (2) of this section,  or in defense of any claim,  issue,  or
        matter  therein,  he shall be indemnified  against  expenses,  including
        attorney's fees,  actually and reasonably  incurred by him in connection
        with the action, suit, or proceeding.

               (4) Any  indemnification  under  division  (E)(1)  or (2) of this
        section,  unless  ordered by a court,  shall be made by the  corporation
        only as  authorized  in the specific  case,  upon a  determination  that
        indemnification of the director,  trustee,  officer,  employee,  member,
        manager, or agent is proper in the circumstances  because he has met the
        applicable  standard of conduct  set forth in division  (E)(1) or (2) of
        this section. Such determination shall be made as follows:

                      (a) By a majority vote of a quorum consisting of directors
               of the indemnifying  corporation who were not and are not parties
               to or  threatened  with  any such  action,  suit,  or  proceeding
               referred to in division (E)(1) or (2) of this section;

                      (b) If the quorum described in division  (E)(4)(a) of this
               section is not  obtainable  or if a majority  vote of a quorum of
               disinterested  directors  so  directs,  in a written  opinion  by
               independent  legal  counsel  other  than an  attorney,  or a firm
               having  associated with it an attorney,  who has been retained by
               or who has performed  services for the  corporation or any person
               to be indemnified within the past five years;

                      (c)    By the shareholders;

                      (d) By the  court of  common  pleas or the  court in which
               such action,  suit, or proceeding  referred to in division (E)(1)
               or (2) of this section was brought.

               Any  determination  made  by the  disinterested  directors  under
        division  (E)(4)(a)  or by  independent  legal  counsel  under  division
        (E)(4)(b) of this section shall be promptly  communicated  to the person
        who  threatened  or brought the action or suit by or in the right of the
        corporation under division (E)(2) of this section,  and, within ten days
        after receipt of such notification,  such person shall have the right to
        petition  the court of common pleas or the court in which action or suit
        was brought to review the reasonableness of such determination.

                                      II-3
(5)(a) Unless at the time of a director's act or omission that is
        the subject of an action,  suit, or  proceeding  referred to in division
        (E)(1) or (2) of this  section,  the  articles or the  regulations  of a
        corporation  state,  by specific  reference to this  division,  that the
        provisions of this division do not apply to the  corporation  and unless
        the only liability  asserted  against a director in an action,  suit, or
        proceeding  referred  to in  division  (E)(1) or (2) of this  section is
        pursuant to section  1701.95 of the Revised  Code,  expenses,  including
        attorney's fees,  incurred by a director in defending the action,  suit,
        or proceeding shall be paid by the corporation as they are incurred,  in
        advance of the final  disposition  of the action,  suit, or  proceeding,
        upon receipt of an  undertaking by or on behalf of the director in which
        he agrees to do both of the following:

                      (i)  Repay  such  amount  if it is  proved  by  clear  and
               convincing evidence in a court of competent jurisdiction that his
               action or failure to act  involved an act or omission  undertaken
               with  deliberate  intent to cause  injury to the  corporation  or
               undertaken with reckless  disregard for the best interests of the
               corporation;

                      (ii)  Reasonably cooperate with the corporation concerning
               the action, suit, or proceeding.

               (b) Expenses,  including attorney's fees, incurred by a director,
               trustee,  officer,   employee,   member,  manager,  or  agent  in
               defending any action, suit, or proceeding referred to in division
               (E)(1) or (2) of this section,  may be paid by the corporation as
               they are  incurred,  in advance of the final  disposition  of the
               action,  suit, or  proceeding,  as authorized by the directors in
               the specific case, upon receipt of an undertaking by or on behalf
               of the director,  trustee, officer, employee, member, manager, or
               agent to repay such amount,  if it ultimately is determined  that
               he is not entitled to be indemnified by the corporation.

               (6) The  indemnification  authorized by this section shall not be
        exclusive  of, and shall be in addition to, any other rights  granted to
        those seeking  indemnification under the articles, the regulations,  any
        agreement,  a  vote  of  shareholders  or  disinterested  directors,  or
        otherwise,  both as to action  in their  official  capacities  and as to
        action in another capacity while holding their offices or positions, and
        shall continue as to a person who has ceased to be a director,  trustee,
        officer,  employee,  member,  manager,  or agent and shall  inure to the
        benefit of the heirs, executors, and administrators of such a person.

               (7) A corporation may purchase and maintain  insurance or furnish
        similar protection,  including, but not limited to, trust funds, letters
        of credit, or  self-insurance,  on behalf of or for any person who is or
        was a director,  officer,  employee,  member,  manager,  or agent of the
        corporation, or is or was serving at the request of the corporation as a
        director,  trustee, officer,  employee, or agent of another corporation,
        domestic  or  foreign,  nonprofit  or for  profit,  a limited  liability
        company,  or a partnership,  joint venture,  trust, or other enterprise,
        against any  liability  asserted  against him and incurred by him in any
        such capacity,  or arising out of his status as such, whether or not the
        corporation would have the power to indemnify him against such liability
        under this section. Insurance may be purchased from or maintained with a
        person in which the corporation has a financial interest.

               (8) The authority of a corporation to indemnify  persons pursuant
        to division  (E)(1) or (2) of this section does not limit the payment of
        expenses  as they are  incurred,  indemnification,  insurance,  or other
        protection that may be provided pursuant to divisions  (E)(5),  (6), and
        (7) of this  section.  Divisions  (E)(1) and (2) of this  section do not
        create  any  obligation  to  repay  or  return   payments  made  by  the
        corporation pursuant to division (E)(5), (6), or (7).

               (9)  As  used  in  this  division,  references  to  "corporation"
        includes all constituent  corporations in a consolidation  or merger and
        the new or  surviving  corporation,  so that any  person who is or was a
        director, officer, employee, trustee, member, manager or agent of such a
        constituent  corporation,  or is or was  serving at the  request of such
        constituent  corporation  as a  director,  trustee,  officer,  employee,
        member,  manager, or agent of another corporation,  domestic or foreign,
        nonprofit or for profit, a limited liability company,  or a partnership,
        joint  venture,  trust,  or other  enterprise,  shall  stand in the same
        position  under  this  section  with  respect  to the  new or  surviving
        corporation  as  he  would  if  he  had  served  the  new  or  surviving
        corporation in the same capacity.

               B. Article Five of the Registrant's Code of Regulations  provides
for the indemnification of officers and directors as follows:

                                      II-4
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall indemnify
any  officer  or  director  of  the  corporation  who  was or is a  party  or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative  or investigative
(including, without limitation, any action threatened or instituted by or in the
right of the  corporation),  by reason of the fact that he is or was a director,
officer,  employee  or agent of the  corporation,  or is or was  serving  at the
request of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise,  against expenses (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs), judgments,  fines and amounts paid in settlement actually and reasonably
incurred by him in connection  with such action,  suit or proceeding if he acted
in good faith and in a manner he reasonably  believed to be in or not opposed to
the best interests of the  corporation,  and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming  indemnification  under this Section 5.01 shall be presumed,  in
respect of any act or omission giving rise to such claim for indemnification, to
have acted in good faith and in a manner he reasonably  believed to be in or not
opposed  to the best  interests  of the  corporation,  and with  respect  to any
criminal  matter,  to have had no  reasonable  cause to believe  his conduct was
unlawful,  and the  termination  of any action,  suit or proceeding by judgment,
order,  settlement  or  conviction,  or upon a plea of  nolo  contendere  or its
equivalent, shall not, of itself, rebut such presumption.

        SECTION 5.02. COURT-APPROVED INDEMNIFICATION.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding:

               (A) the  corporation  shall not indemnify any officer or director
of the corporation who was a party to any completed action or suit instituted by
or in the right of the  corporation to procure a judgment in its favor by reason
of the fact  that he is or was a  director,  officer,  employee  or agent of the
corporation,  or is or was  serving  at the  request  of  the  corporation  as a
director,  trustee,  officer, employee or agent of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture, trust or other
enterprise,  in respect of any claim, issue or matter asserted in such action or
suit as to which he shall  have been  adjudged  to be  liable  for  acting  with
reckless  disregard  for the best  interests of the  corporation  or  misconduct
(other than negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Stark County,  Ohio, or
the  court  in which  such  action  or suit was  brought  shall  determine  upon
application that, despite such adjudication of liability, and in view of all the
circumstances  of the  case,  he is  fairly  and  reasonably  entitled  to  such
indemnity  as such Court of Common  Pleas or such other court shall deem proper;
and

               (B)  the   corporation   shall  promptly  make  any  such  unpaid
indemnification as is determined by a court to be proper as contemplated by this
Section 5.02.

        SECTION 5.03.  INDEMNIFICATION  FOR EXPENSES.  Anything contained in the
Regulations or elsewhere to the contrary notwithstanding,  to the extent that an
officer or  director of the  corporation  has been  successful  on the merits or
otherwise in defense of any action,  suit or  proceeding  referred to in Section
5.01, or in defense of any claim, issue or matter therein,  he shall be promptly
indemnified by the corporation against expenses (including,  without limitation,
attorneys'  fees,  filing fees,  court  reporters'  fees and  transcript  costs)
actually and reasonably incurred by him in connection therewith.

        SECTION 5.04 DETERMINATION REQUIRED. Any indemnification  required under
Section  5.01  and  not  precluded  under  Section  5.02  shall  be  made by the
corporation only upon a determination  that such  indemnification of the officer
or director  is proper in the  circumstances  because he has met the  applicable
standard of conduct set forth in Section 5.01.  Such  determination  may be made
only  (A)  by a  majority  vote  of a  quorum  consisting  of  directors  of the
corporation  who were not and are not parties to, or threatened  with,  any such
action,  suit or  proceeding,  or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney,  who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years, or
(C) by the  shareholders,  or (D) by the Court of Common Pleas of Stark  County,
Ohio, or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought,  if any; any such determination may be made by a
court under  division (D) of this Section  5.04 at any time  including,  without
limitation,   any  time  before,   during  or  after  the  time  when  any  such
determination may be requested of, be under consideration by or have been denied
or  disregarded  by  the  disinterested  directors  under  division  (A)  or  by
independent  legal  counsel  under  division  (B) or by the  shareholders  under
division  (C) of this  Section  5.04;  and no failure for any reason to make any
such   determination,   and  no  decision  for  any  reason  to  deny  any  such
determination,   by  the  disinterested  directors  under  division  (A)  or  by
independent  legal counsel under division (B) or by shareholders  under division
(C) of this  Section  5.04 shall be  evidence  in  rebuttal  of the  presumption
recited in Section 5.01. Any determination  made by the disinterested  directors
under  division (A) or by  independent  legal counsel under division (B) of this
Section 5.04 to make  indemnification  in respect of any claim,  issue or matter
asserted  in an action or suit  threatened  or brought by or in the right of the
corporation  shall be  promptly  communicated  to the person who  threatened  or
brought  such  action or suit,  and within  ten (10) days after  receipt of such
notification  such person  shall have the right to petition  the Court of Common

                                      II-5
Pleas of Stark  County,  Ohio,  or the  court in which  such  action or suit was
brought, if any, to review the reasonableness of such determination.

        SECTION  5.05.  ADVANCES  FOR  EXPENSES.  Expenses  (including,  without
limitation,  attorneys' fees,  filing fees, court reporters' fees and transcript
costs)  incurred in  defending  any action,  suit or  proceeding  referred to in
Section  5.01  shall  be  paid  by the  corporation  in  advance  of  the  final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director  shall  first  agree,  in  writing,  to repay all amounts so paid in
respect of any claim,  issue or other matter  asserted in such  action,  suit or
proceeding  in defense of which he shall not have been  successful on the merits
or otherwise:

               (A)  if it shall  ultimately be determined as provided in Section
5.04 that  he  is not  entitled to be indemnified by the corporation as provided
under Section 5.01; or

               (B) if, in respect of any claim,  issue or other matter  asserted
by or in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless  disregard for the best interests
of the corporation or misconduct  (other than  negligence) in the performance of
his duty to the  corporation,  unless and only to the  extent  that the Court of
Common Pleas of Stark  County,  Ohio,  or the court in which such action or suit
was brought shall determine upon application that,  despite such adjudication of
liability,  and in view of all the  circumstances,  he is fairly and  reasonably
entitled to all or part of such indemnification.

        SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE.  The indemnification  provided
by this Article Five shall not be deemed  exclusive of any other rights to which
any person  seeking  indemnification  may be entitled  under the Articles or the
Regulations or any agreement,  vote of shareholders or disinterested  directors,
or  otherwise,  both as to action in his  official  capacity and as to action in
another  capacity  while holding such office,  and shall continue as to a person
who has ceased to be an officer or director of the  corporation  and shall inure
to the benefit of the heirs, executors, and administrators of such a person.

        SECTION  5.07.  INSURANCE.  The  corporation  may  purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation
as a  director,  trustee,  officer,  employee,  or agent of another  corporation
(domestic  or foreign,  nonprofit or for profit),  partnership,  joint  venture,
trust or other  enterprise,  against  any  liability  asserted  against  him and
incurred  by him in any such  capacity,  or  arising  out of his status as such,
whether  or not the  corporation  would  have  the  obligation  or the  power to
indemnify him against such liability under the provisions of this Article Five.

        SECTION 5.08.  CERTAIN DEFINITIONS.  For purposes of  this Article Five,
and as examples and not by way of limitation:

               (A) A person claiming  indemnification under this Article 5 shall
be deemed to have been  successful  on the merits or otherwise in defense of any
action,  suit or  proceeding  referred to in Section  5.01, or in defense of any
claim, issue or other matter therein,  if such action,  suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment  or order  against  him,  without a  conviction  of him,  without the
imposition  of a fine upon him and without his payment or  agreement  to pay any
amount in settlement  thereof (whether or not any such termination is based upon
a  judicial  or other  determination  of the lack of  merit of the  claims  made
against him or otherwise results in a vindication of him); and

               (B) References to an "other  enterprise"  shall include  employee
benefit plans; references to a "fine" shall include any excise taxes assessed on
a person with respect to an employee benefit plan; and references to "serving at
the  request of the  corporation"  shall  include  any  service  as a  director,
officer,  employee  or agent of the  corporation  which  imposes  duties  on, or
involves services by, such director,  officer, employee or agent with respect to
an employee  benefit plan, its participants or  beneficiaries;  and a person who
acted in good  faith and in a manner he  reasonably  believed  to be in the best
interests of the  participants  and  beneficiaries  of an employee  benefit plan
shall be deemed to have acted in a manner "not opposed to the best  interests of
the corporation" within the meaning of that term as used in this Article Five.

        SECTION 5.09. VENUE. Any action, suit or proceeding to determine a claim
for  indemnification  under this  Article Five may be  maintained  by the person
claiming such  indemnification,  or by the  corporation,  in the Court of Common
Pleas  of  Stark  County,   Ohio.   The   corporation   and  (by  claiming  such
indemnification)  each such person consent to the exercise of jurisdiction  over
its or his person by the Court of Common  Pleas of Stark  County,  Ohio,  in any
such action, suit or proceeding.

                                      II-6
ITEM 7.        EXEMPTION FROM REGISTRATION CLAIMED.

               Not Applicable.

ITEM 8.        EXHIBITS.

               See the Exhibit Index attached hereto.

               A copy of the Internal Revenue Service (the "IRS")  determination
               letter is included  herewith as Exhibit 5. The Registrant  hereby
               undertakes  to submit any  amendments to the Plan to the IRS in a
               timely manner and to make those changes,  if any, required by the
               IRS in order for the Plan to qualify as a tax-qualified  employee
               benefit plan meeting the  requirements  of Section  401(a) of the
               Internal Revenue Code of 1986, as amended.

ITEM 9.        UNDERTAKINGS.

               Registrant hereby undertakes:

               (1)  To file,  during  any  period  in which it  offers  or sells
                    securities,  a post-effective amendment to this registration
                    statement to:

                    (i)  Include any prospectus  required by section 10(a)(3) of
                         the Securities Act;

                    (ii) Reflect in the  prospectus  any facts or events  which,
                         individually  or  together,   represent  a  fundamental
                         change i the information in the registration statement;
                         and  Notwithstanding  the  foregoing,  any  increase or
                         decrease in volume of securities  offered (if the total
                         dollar value of securities offered (if the total dollar
                         value of securities offered would not exceed that which
                         was  registered) and any deviation from the low or high
                         end of the  estimated  maximum  offering  range  may be
                         reflected  in the  form of  prospects  filed  with  the
                         commission   pursuant  to  rule  424(b),   if,  in  the
                         aggregate,   the   changes  in  the  volume  and  price
                         represent  no more  than a 20%  change  in the  maximum
                         aggregate  offering price set forth in the "Calculation
                         of   Registration   Fee"   table   in   the   effective
                         registration statement.

                    (iii)Include any additional or changed material  information
                         on the plan of distribution;

                             PROVIDED,  HOWEVER,  That paragraphs  (a)(1)(i) and
                             (a)(1)(ii)  of this  section  do not  apply  if the
                             information required in a post-effective  amendment
                             is incorporated by reference from periodic  reports
                             filed  by  the  small  business  issuer  under  the
                             Exchange Act.

               (2)  For  determining  liability  under the Securities Act, treat
                    each   post-effective   amendment  as  a  new   registration
                    statement of the securities offered, and the offering of the
                    securities  at  that  time  to  be  the  initial  bona  fide
                    offering.

               (3)  File a post-effective  amendment to remove from registration
                    any of the  securities  that remain unsold at the end of the
                    offering.

                                      II-7
SIGNATURES

     THE REGISTRANT. Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the  requirements  for  filing  on  Form  S-8 and has  duly  caused  this
registration statement to be signed on its behalf by the undersigned,  thereunto
duly authorized, in the City of Massillon, State of Ohio, on February 25, 1997.

                                  PEOPLES FINANCIAL CORPORATION

                                  By: /s/ Paul von Gunten
                                      ______________________________
                                          Paul von Gunten
                                          President, Chief Executive Officer
                                          and Director

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
registration  statement  has  been  signed  by  the  following  persons  in  the
capacities and as of the dates indicated.

Signature                           Title                         Date
---------                          -------                       ------

/s/ Victor C. Baker                Director                 February 25, 1997
-------------------------                                
Victor C. Baker                                          
                                                         
                                                         
/s/ James P. Bordner               Director                 February 25, 1997
-------------------------                                
James P. Bordner                                         
                                                         
                                                         
/s/ Vincent G. Matecheck           Director                 February 25, 1997
-------------------------                                
Vincent G. Matecheck                                     
                                                         
                                                         
/s/ Thomas E. Shelt                Director                 February 25, 1997
-------------------------                                
Thomas E. Shelt                                          
                                                         
                                                         
/s/ Vince E. Stephan               Director                 February 25, 1997
-------------------------                                
Vince E. Stephan                                         
                                                         
                                                         
/s/ Paul von Gunten                President, Chief         February 25, 1997
-------------------------          Executive Officer,    
Paul von Gunten                    Director              
                                                         
/s/ James R. Rinehart              Treasurer (Chief         February 25, 1997
-------------------------          Financial Officer)    
James R. Rinehart
THE PLAN.  Pursuant to the  requirements of the Securities Act of 1933, the
trustees (or other persons who administer  the employee  benefit plan) have duly
caused  this  registration   statement  to  be  signed  on  its  behalf  by  the
undersigned, thereunto duly authorized, in the City of Massillon, State of Ohio,
on February 25, 1997.

                                      PEOPLES FEDERAL 401(K) PROFIT SHARING PLAN

                                      By United National Bank & Trust Co.

                                      By /s/ Samuel M. Lincoln VP & TO
                                         _______________________________________
                                             Samuel M. Lincoln VP & TO
EXHIBIT INDEX

   Exhibit No.                   Document
   -----------                  ----------

      4(a)                The Peoples  Federal  401(k)  Profit
                          Sharing Plan, as amended

      4(b)                Articles of Incorporation (Incorporated
                          by reference to the Registration
                          Statement on Form 8-A filed with
                          the SEC on August 27, 1997)

      5                   Internal Revenue Service determination
                          letters

      23(a)               Consent of Independent Public
                          Accountant
      23(b)
                          Consent of Independent Public
                          Accountant