As filed with the Securities and Exchange Commission on December 23, 2002
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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


                           THE PEOPLES HOLDING COMPANY
                           ---------------------------
             (Exact name of registrant as specified in its charter)

            Mississippi                                       64-0676974
            -----------                                       ----------
    (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          209 Troy Street                                        38802
           P.O. Box 709                                          -----
            Tupelo, MS                                         (Zip code)
          ---------------
(Address of Principal Executive Offices)


                          2001 LONG-TERM INCENTIVE PLAN
                           DEFERRED COMPENSATION PLAN
                          -----------------------------
                            (Full title of the plans)


                               E. Robinson McGraw
                      President and Chief Executive Officer
                           The Peoples Holding Company
                                 209 Troy Street
                                  P. O. Box 709
                            Tupelo, Mississippi 38802
                      -------------------------------------
                     (Name and address of agent for service)

                                 (662) 680-1001
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------+-----------------+-----------+-------------+------------
                       |                 | Proposed  | Proposed    |
                       |                 | maximum   | maximum     |Amount of
Title of each class    | Amount          | offering  | aggregate   |Registration
  of securities        | to be           | price per | offering    |Fee
to be registered(1)    | registered(2)(3)| share(4)  | price(4)    |
-----------------------+-----------------+-----------+-------------+------------
Common Stock, par value|                 |           |             |
$5.00 per share        |      239,000    |  $42.38   | $10,128,820 |  $931.85
-----------------------+-----------------+-----------+-------------+------------
                       |       10,000    |  $19.05   |    $190,500 |   $17.53
-----------------------+-----------------+-----------+-------------+------------
                       |       31,000    |  $35.20   |  $1,091,200 |  $100.39
-----------------------+-----------------+-----------+-------------+------------
             Totals    |      280,000    |           | $11,410,520 |$1,049.77
-----------------------+-----------------+-----------+-------------+------------
<PAGE>


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plans described herein.

(2)  This  Registration  Statement also covers any  additional  shares of common
     stock which become  issuable under the plans being  registered  pursuant to
     this Registration  Statement by reason of any stock dividend or stock split
     or as the result of other anti-dilution  provisions in the plans,  pursuant
     to Rule 416 of the Securities Act.

(3)  Comprised  of (i) 41,000  shares  issuable  upon  exercise  of  outstanding
     options  and  209,000  shares  available  for  option  grants  or awards of
     incentives  under the 2001 Long-Term  Incentive Plan and (ii) 30,000 shares
     issuable under the Deferred Compensation Plan (collectively the "Plans").

(4)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the Securities Act and computed on
     the basis of: (i) 239,000 shares based upon the average of the high and low
     sales prices  reported on the American Stock Exchange  reporting  system on
     December 18, 2002; and (ii) the remaining 41,000 shares based on the prices
     at which shares may be purchased upon the exercise of outstanding options.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.  Plan Information.

* Item 2.  Registrant Information and Employee Plan Annual Information.

     * The  information  required by Part I of Form S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The  following   documents  filed  by  The  Peoples  Holding  Company  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this registration statement by reference:

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001, filed with the Commission on March 18, 2002;

     (2) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, June 30 and September 30, 2002;

     (3) All other  reports  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act filed with the Commission after December
31, 2001; and

     (4) The  description  of the Company's  common  stock,  par value $5.00 per
share (the "Common  Stock") on Form 8-A,  filed with the Commission on August 7,
1997,  and  including  any other  amendments or reports filed for the purpose of
updating such description.

<PAGE>

     In  addition,  all  documents  subsequently  filed by the Company  with the
Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
prior to the filing by Company of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold, or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained herein or any other  subsequently filed document which also
is or is deemed to be  incorporated  by reference  herein modifies or supersedes
such  statement.  Any such  statements  so modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.    Description of Securities.

     Not applicable.

Item 5.    Interests of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     The Mississippi  Business Corporation Act ("MBCA") contains provisions that
directly   affect  the  liability  of  officers  and  directors  of  Mississippi
corporations to the corporations and  stockholders  whom they serve.  Article 8,
Subarticle E of the MBCA permits Mississippi  corporations to indemnify officers
and directors,  as well as certain other  individuals  who act on behalf of such
corporations.  Article  8,  Subarticle  C sets  forth the  standards  of conduct
required for directors  and Article 8,  Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section  79-4-8.30  of the MBCA  provides  that  directors  of  Mississippi
corporations  are  required to discharge  the duties of their  positions in good
faith,  with the care that a person in a like position would reasonably  believe
appropriate under similar  circumstances and in a manner reasonably  believed to
be in the best interests of the corporation.  This section specifically provides
that in  considering  the best interests of the  corporation,  the director must
consider the interests of the corporation's shareholders.  A director is allowed
to  rely in good  faith  on  information  provided  to him by the  corporation's
officers or employees,  legal  counsel,  public  accountants,  other experts and
board committees on which he is not a member. Section 79-4-8.42 imposes the same
standards of conduct on officers of Mississippi corporations, except there is no
specific  provision  regarding the interests of the  shareholders.  Officers are
allowed to rely in good faith on information provided to them by other officers,
legal counsel,  public accountants and other experts.  If directors and officers
perform their duties in compliance with these sections,  they will not be liable
for any action,  or failure to take action,  taken in the  performance  of their
duties.

<PAGE>

     Section  79-4-2.02(b)(5)  permits  the  corporation  to  include  mandatory
indemnification  of a director for  liability in its articles of  incorporation;
provided  however,  that a corporation  may provide  indemnification  or advance
expenses to a director or an officer only as  permitted  by  Subarticle E of the
MBCA, Sections 79-4-8.50 - 79-4-8.59.  Indemnification of officers and directors
against reasonable  expenses is mandatory under Sections 79-4-8.52 and 79-4-8.56
of the MBCA to the extent the officer or director is successful on the merits or
otherwise  in the  defense of any action or suit  against  him giving  rise to a
claim of  indemnification.  A  corporation  may  advance the costs of defense to
officers and directors  with respect to claims for which they may be indemnified
under the MBCA. In order to advance such costs, however, a determination must be
made that  indemnification  of the  director is  permissible  because he met the
relevant standard of conduct. The determination shall be made in accordance with
a court order, or the manner specified in Section 79-4-8.55 of the MBCA.

     Article IX of the Company's  bylaws  provides  that any person,  his heirs,
executors,   or  administrators  may  be  indemnified  by  the  corporation  for
reasonable expenses incurred in connection with any action, suit or proceedings,
civil or  criminal,  to which he was made a party  by  reason  of  service  as a
director, officer or employee of the corporation. No person shall be indemnified
for gross negligence, willful misconduct, or criminal acts in the performance of
his duties to the corporation. Indemnification or reimbursement as to any matter
in an action or suit that has been the subject of a compromise  settlement  must
first be  approved  by: a court of  competent  jurisdiction;  the  holders  of a
majority  of the  outstanding  shares of the  corporation;  or a majority of the
board of  directors of the  Company,  excluding  members who are parties to such
suit or proceeding.

     Section  79-4-8.57  permits  a  Mississippi  corporation  to  purchase  and
maintain  insurance on behalf of its officers and directors,  against  liability
asserted  against  or  incurred  by them in  their  capacities  as  officers  or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article IX of the
Company's bylaws permits the Company to obtain such insurance.

Item 7.    Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

     4.1          The Peoples Holding Company 2001 Long-Term Incentive Plan

     4.2          Amendment No. 1 to the 2001 Long-Term Incentive Plan

     4.3          The Peoples Holding Company Deferred Compensation Plan

     4.4          Amendment No. 1 to the Deferred Compensation Plan

     5 & 23.2     Opinion and Consent of Phelps Dunbar LLP

     23.1         Consent of Ernst & Young LLP

     24.1         Powers of Attorney (included on the signature page of this
                  Registration Statement)

<PAGE>

Item 9.    Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume 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  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than 20% change in the maximum  aggregate  offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange  Act that are  incorporated  by reference in the  Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.

<PAGE>

     (5) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.


                                   SIGNATURES

The Registrant.

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Tupelo,  State of  Mississippi,  on this 19th day of
November, 2002.

                                       THE PEOPLES HOLDING COMPANY

                                       By:/s/ E. Robinson McGraw
                                          ----------------------
                                            E. Robinson McGraw
                                   President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on November 19, 2002.

Signature                                  Title

/s/ E. Robinson McGraw             President and Chief Executive
----------------------             Officer (Principal Executive Officer)
  E. Robinson McGraw

/s/ Stuart R. Johnson              Chief Financial Officer
----------------------             (Principal Financial and Accounting Officer)
   Stuart R. Johnson

The Plan.

     Pursuant to the requirements of the Securities Act, the Plan  Administrator
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City  of  Tupelo,  State  of
Mississippi, on this 19th day of November, 2002.

                                                    THE PEOPLES HOLDING COMPANY
                                                    DEFERRED COMPENSATION PLAN

                                                    By: /s/ Hollis Ray Smith
                                                    ----------------------------
                                                          Hollis Ray Smith
                                                         Plan Administrator

<PAGE>

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
immediately  below  constitutes  and appoints E.  Robinson  McGraw and Stuart R.
Johnson,  and each of any one of them, as his true and lawful  attorneys-in-fact
and agents, with full power of substitution,  for him and in his name, place and
stead, in any and all capacities,  to sign this  Registration  Statement and any
and all amendments (including post-effective  amendments) thereto, and all other
documents in connection therewith and all instruments necessary,  appropriate or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended,  and other federal and state  securities  laws, in connection  with The
Peoples Holding Company 2001 Long-Term Incentive Plan and Deferred  Compensation
Plan,  and to file any such  documents or  instruments  with the  Securities and
Exchange  Commission,  and to do and  perform  each  and  every  act  and  thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

         Signature                      Title                         Date


/s/ E. Robinson McGraw        President and Chief Executive    November 19, 2002
--------------------------         Officer and Director
  E. Robinson McGraw          (Principal Executive Officer)

/s/ Stuart R. Johnson             Chief Financial Officer      November 19, 2002
--------------------------       (Principal Financial and
  Stuart R. Johnson                 Accounting Officer)

/s/ William M. Beasley                   Director              November 19, 2002
--------------------------
  William M. Beasley

/s/ George H. Booth, II                  Director              November 19, 2002
--------------------------
  George H. Booth, II

/s/ Frank B. Brooks                      Director              November 19, 2002
--------------------------
  Frank B. Brooks

/s/ John M. Creekmore                    Director              November 19, 2002
--------------------------
  John M. Creekmore

/s/ Marshall H. Dickerson                Director              November 19, 2002
--------------------------
  Marshall H. Dickerson

/s/ Eugene B. Gifford, Jr.               Director              November 19, 2002
--------------------------
  Eugene B. Gifford, Jr.

/s/ Richard L. Heyer, Jr.                Director              November 19, 2002
--------------------------
  Richard L. Heyer, Jr.

/s/ Robert C. Leake                      Director              November 19, 2002
--------------------------
  Robert C. Leake

/s/ J. Niles McNeel                      Director              November 19, 2002
--------------------------
  J. Niles McNeel

/s/ C. Larry Michael                     Director              November 19, 2002
--------------------------
  C. Larry Michael

/s/ Theodore S. Moll                     Director              November 19, 2002
--------------------------
  Theodore S. Moll

/s/ John W. Smith                        Director              November 19, 2002
--------------------------
  John W. Smith

/s/ H. Joe Trulove                       Director              November 19, 2002
--------------------------
  H. Joe Trulove

/s/ J. Heywood Washburn                  Director              November 19, 2002
--------------------------
  J. Heywood Washburn

/s/ Robert H. Weaver                     Director              November 19, 2002
--------------------------
  Robert H. Weaver

/s/ J. Larry Young                       Director              November 19, 2002
--------------------------
  J. Larry Young

<PAGE>

                                  EXHIBIT INDEX

         Exhibit
         Number   Document Description
         -------  --------------------
         4.1           The Peoples Holding Company 2001 Long-Term Incentive Plan

         4.2           Amendment No. 1 to the 2001 Long-Term Incentive Plan

         4.3           The Peoples Holding Company Deferred Compensation Plan

         4.4           Amendment No. 1 to the Deferred Compensation Plan

         5 & 23.2      Opinion and Concent of Phelps Dunbar LLP

         23.1          Consent of Ernst & Young LLP

         24.1          Powers of Attorney (included on the signature page of
                       this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "s8dec2002.txt", "description": "LTIP AND DSU PLANS WITH AMENDMENTS", "secsgml_size_bytes": 23829}]
{"company-data": {"conformed-name": "PEOPLES HOLDING CO", "cik": "0000715072", "assigned-sic": "6022", "irs-number": "640676974", "state-of-incorporation": "MS", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102152", "film-number": "02867019"}, "business-address": {"street1": "209 TROY ST", "street2": "P O BOX 709", "city": "TUPELO", "state": "MS", "zip": "38802", "phone": "6016801001"}, "mail-address": {"street1": "209 TROY ST", "street2": "P O BOX 709", "city": "TUPELO", "state": "MS", "zip": "38802"}}
As filed with the Securities and Exchange Commission on December 23, 2002
                                                  Registration No. 333-_________

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                           THE PEOPLES HOLDING COMPANY
                           ---------------------------
             (Exact name of registrant as specified in its charter)

            Mississippi                                       64-0676974
            -----------                                       ----------
    (State or other jurisdiction                          (I.R.S. Employer
   of incorporation or organization)                      Identification No.)

          209 Troy Street                                        38802
           P.O. Box 709                                          -----
            Tupelo, MS                                         (Zip code)
          ---------------
(Address of Principal Executive Offices)

                          2001 LONG-TERM INCENTIVE PLAN
                           DEFERRED COMPENSATION PLAN
                          -----------------------------
                            (Full title of the plans)

                               E. Robinson McGraw
                      President and Chief Executive Officer
                           The Peoples Holding Company
                                 209 Troy Street
                                  P. O. Box 709
                            Tupelo, Mississippi 38802
                      -------------------------------------
                     (Name and address of agent for service)

                                 (662) 680-1001
                                 --------------
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
-----------------------+-----------------+-----------+-------------+------------
                       |                 | Proposed  | Proposed    |
                       |                 | maximum   | maximum     |Amount of
Title of each class    | Amount          | offering  | aggregate   |Registration
  of securities        | to be           | price per | offering    |Fee
to be registered(1)    | registered(2)(3)| share(4)  | price(4)    |
-----------------------+-----------------+-----------+-------------+------------
Common Stock, par value|                 |           |             |
$5.00 per share        |      239,000    |  $42.38   | $10,128,820 |  $931.85
-----------------------+-----------------+-----------+-------------+------------
                       |       10,000    |  $19.05   |    $190,500 |   $17.53
-----------------------+-----------------+-----------+-------------+------------
                       |       31,000    |  $35.20   |  $1,091,200 |  $100.39
-----------------------+-----------------+-----------+-------------+------------
             Totals    |      280,000    |           | $11,410,520 |$1,049.77
-----------------------+-----------------+-----------+-------------+------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, (the
     "Securities Act"), this Registration Statement also covers an indeterminate
     amount of interests to be offered or sold pursuant to the employee  benefit
     plans described herein.

(2)  This  Registration  Statement also covers any  additional  shares of common
     stock which become  issuable under the plans being  registered  pursuant to
     this Registration  Statement by reason of any stock dividend or stock split
     or as the result of other anti-dilution  provisions in the plans,  pursuant
     to Rule 416 of the Securities Act.

(3)  Comprised  of (i) 41,000  shares  issuable  upon  exercise  of  outstanding
     options  and  209,000  shares  available  for  option  grants  or awards of
     incentives  under the 2001 Long-Term  Incentive Plan and (ii) 30,000 shares
     issuable under the Deferred Compensation Plan (collectively the "Plans").

(4)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the Securities Act and computed on
     the basis of: (i) 239,000 shares based upon the average of the high and low
     sales prices  reported on the American Stock Exchange  reporting  system on
     December 18, 2002; and (ii) the remaining 41,000 shares based on the prices
     at which shares may be purchased upon the exercise of outstanding options.

                                     Part I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

* Item 1.  Plan Information.

* Item 2.  Registrant Information and Employee Plan Annual Information.

     * The  information  required by Part I of Form S-8 to be  contained  in the
Section  10(a)  prospectus  is  omitted  from  this  Registration  Statement  in
accordance with Rule 428 under the Securities Act and the Note to Part I of Form
S-8.

                                     Part II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

     The  following   documents  filed  by  The  Peoples  Holding  Company  (the
"Company")  with the  Securities  and  Exchange  Commission  (the  "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are incorporated in this registration statement by reference:

     (1) The Company's  Annual  Report on Form 10-K for the year ended  December
31, 2001, filed with the Commission on March 18, 2002;

     (2) The  Company's  Quarterly  Reports on Form 10-Q for the quarters  ended
March 31, June 30 and September 30, 2002;

     (3) All other  reports  filed by the Company  pursuant  to Sections  13(a),
13(c), 14 and 15(d) of the Exchange Act filed with the Commission after December
31, 2001; and

     (4) The  description  of the Company's  common  stock,  par value $5.00 per
share (the "Common  Stock") on Form 8-A,  filed with the Commission on August 7,
1997,  and  including  any other  amendments or reports filed for the purpose of
updating such description.
In  addition,  all  documents  subsequently  filed by the Company  with the
Commission  pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act
prior to the filing by Company of a  post-effective  amendment  which  indicates
that all  securities  offered  hereby have been sold, or which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing such documents.  Any statement contained in a document incorporated or
deemed to be incorporated by reference  herein shall be deemed to be modified or
superseded  for  purposes of this  registration  statement  to the extent that a
statement  contained herein or any other  subsequently filed document which also
is or is deemed to be  incorporated  by reference  herein modifies or supersedes
such  statement.  Any such  statements  so modified or  superseded  shall not be
deemed,  except as so  modified  or  superseded,  to  constitute  a part of this
Registration Statement.

Item 4.    Description of Securities.

     Not applicable.

Item 5.    Interests of Named Experts and Counsel.

     Not applicable.

Item 6.    Indemnification of Directors and Officers.

     The Mississippi  Business Corporation Act ("MBCA") contains provisions that
directly   affect  the  liability  of  officers  and  directors  of  Mississippi
corporations to the corporations and  stockholders  whom they serve.  Article 8,
Subarticle E of the MBCA permits Mississippi  corporations to indemnify officers
and directors,  as well as certain other  individuals  who act on behalf of such
corporations.  Article  8,  Subarticle  C sets  forth the  standards  of conduct
required for directors  and Article 8,  Subarticle D sets forth the standards of
conduct of officers of Mississippi corporations.

     Section  79-4-8.30  of the MBCA  provides  that  directors  of  Mississippi
corporations  are  required to discharge  the duties of their  positions in good
faith,  with the care that a person in a like position would reasonably  believe
appropriate under similar  circumstances and in a manner reasonably  believed to
be in the best interests of the corporation.  This section specifically provides
that in  considering  the best interests of the  corporation,  the director must
consider the interests of the corporation's shareholders.  A director is allowed
to  rely in good  faith  on  information  provided  to him by the  corporation's
officers or employees,  legal  counsel,  public  accountants,  other experts and
board committees on which he is not a member. Section 79-4-8.42 imposes the same
standards of conduct on officers of Mississippi corporations, except there is no
specific  provision  regarding the interests of the  shareholders.  Officers are
allowed to rely in good faith on information provided to them by other officers,
legal counsel,  public accountants and other experts.  If directors and officers
perform their duties in compliance with these sections,  they will not be liable
for any action,  or failure to take action,  taken in the  performance  of their
duties.
Section  79-4-2.02(b)(5)  permits  the  corporation  to  include  mandatory
indemnification  of a director for  liability in its articles of  incorporation;
provided  however,  that a corporation  may provide  indemnification  or advance
expenses to a director or an officer only as  permitted  by  Subarticle E of the
MBCA, Sections 79-4-8.50 - 79-4-8.59.  Indemnification of officers and directors
against reasonable  expenses is mandatory under Sections 79-4-8.52 and 79-4-8.56
of the MBCA to the extent the officer or director is successful on the merits or
otherwise  in the  defense of any action or suit  against  him giving  rise to a
claim of  indemnification.  A  corporation  may  advance the costs of defense to
officers and directors  with respect to claims for which they may be indemnified
under the MBCA. In order to advance such costs, however, a determination must be
made that  indemnification  of the  director is  permissible  because he met the
relevant standard of conduct. The determination shall be made in accordance with
a court order, or the manner specified in Section 79-4-8.55 of the MBCA.

     Article IX of the Company's  bylaws  provides  that any person,  his heirs,
executors,   or  administrators  may  be  indemnified  by  the  corporation  for
reasonable expenses incurred in connection with any action, suit or proceedings,
civil or  criminal,  to which he was made a party  by  reason  of  service  as a
director, officer or employee of the corporation. No person shall be indemnified
for gross negligence, willful misconduct, or criminal acts in the performance of
his duties to the corporation. Indemnification or reimbursement as to any matter
in an action or suit that has been the subject of a compromise  settlement  must
first be  approved  by: a court of  competent  jurisdiction;  the  holders  of a
majority  of the  outstanding  shares of the  corporation;  or a majority of the
board of  directors of the  Company,  excluding  members who are parties to such
suit or proceeding.

     Section  79-4-8.57  permits  a  Mississippi  corporation  to  purchase  and
maintain  insurance on behalf of its officers and directors,  against  liability
asserted  against  or  incurred  by them in  their  capacities  as  officers  or
directors, whether or not the corporation would have the power to indemnify such
officers or directors or advance funds for the same liability. Article IX of the
Company's bylaws permits the Company to obtain such insurance.

Item 7.    Exemption from Registration Claimed.

     Not applicable.

Item 8.    Exhibits.

     4.1          The Peoples Holding Company 2001 Long-Term Incentive Plan

     4.2          Amendment No. 1 to the 2001 Long-Term Incentive Plan

     4.3          The Peoples Holding Company Deferred Compensation Plan

     4.4          Amendment No. 1 to the Deferred Compensation Plan

     5 & 23.2     Opinion and Consent of Phelps Dunbar LLP

     23.1         Consent of Ernst & Young LLP

     24.1         Powers of Attorney (included on the signature page of this
                  Registration Statement)
Item 9.    Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement:

          (i) To include  any  prospectus  required  by Section  10(a)(3) of the
     Securities Act;

          (ii) To reflect in the  prospectus  any facts or events  arising after
     the  effective  date of the  Registration  Statement  (or the  most  recent
     post-effective amendment thereof) which,  individually or in the aggregate,
     represent  a  fundamental  change  in  the  information  set  forth  in the
     Registration  Statement.  Notwithstanding  the  foregoing,  any increase or
     decrease  in volume 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  prospectus  filed  with  the  Commission
     pursuant  to Rule  424(b) if, in the  aggregate,  the changes in volume and
     price represent no more than 20% change in the maximum  aggregate  offering
     price set  forth in the  "Calculation  of  Registration  Fee"  table in the
     effective registration statement; and

          (iii) To include any material  information with respect to the plan of
     distribution not previously disclosed in the Registration  Statement or any
     material change to such information in the Registration Statement;

     provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
     the information  required to be included in a  post-effective  amendment by
     those  paragraphs is contained in periodic  reports filed with or furnished
     to the Commission by registrant  pursuant to Section 13 or Section 15(d) of
     the Exchange  Act that are  incorporated  by reference in the  Registration
     Statement.

     (2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities  being registered that remain unsold at the termination of the
offering.

     (4) The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any  liability  under  the  Securities  Act,  each  filing  of  the
registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Exchange Act that is  incorporated by reference in this  Registration  Statement
shall be deemed to be a new  registration  statement  relating to the securities
offered  therein,  and the  offering  of such  securities  at that time shall be
deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be  permitted to  directors,  officers  and  controlling  persons of the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.

                                   SIGNATURES

The Registrant.

     Pursuant  to  the  requirements  of  the  Securities  Act,  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 Tupelo,  State of  Mississippi,  on this 19th day of
November, 2002.

                                       THE PEOPLES HOLDING COMPANY

                                       By:/s/ E. Robinson McGraw
                                          ----------------------
                                            E. Robinson McGraw
                                   President and Chief Executive Officer

     Pursuant to the  requirements  of the  Securities  Act,  this  Registration
Statement has been signed by the following  persons in the capacities  indicated
on November 19, 2002.

Signature                                  Title

/s/ E. Robinson McGraw             President and Chief Executive
----------------------             Officer (Principal Executive Officer)
  E. Robinson McGraw

/s/ Stuart R. Johnson              Chief Financial Officer
----------------------             (Principal Financial and Accounting Officer)
   Stuart R. Johnson

The Plan.

     Pursuant to the requirements of the Securities Act, the Plan  Administrator
has duly caused this  Registration  Statement  to be signed on its behalf by the
undersigned,  thereunto  duly  authorized,  in the  City  of  Tupelo,  State  of
Mississippi, on this 19th day of November, 2002.

                                                    THE PEOPLES HOLDING COMPANY
                                                    DEFERRED COMPENSATION PLAN

                                                    By: /s/ Hollis Ray Smith
                                                    ----------------------------
                                                          Hollis Ray Smith
                                                         Plan Administrator
POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
immediately  below  constitutes  and appoints E.  Robinson  McGraw and Stuart R.
Johnson,  and each of any one of them, as his true and lawful  attorneys-in-fact
and agents, with full power of substitution,  for him and in his name, place and
stead, in any and all capacities,  to sign this  Registration  Statement and any
and all amendments (including post-effective  amendments) thereto, and all other
documents in connection therewith and all instruments necessary,  appropriate or
advisable to enable the Company to comply with the  Securities  Act of 1933,  as
amended,  and other federal and state  securities  laws, in connection  with The
Peoples Holding Company 2001 Long-Term Incentive Plan and Deferred  Compensation
Plan,  and to file any such  documents or  instruments  with the  Securities and
Exchange  Commission,  and to do and  perform  each  and  every  act  and  thing
requisite and necessary to be done, as fully and for all intents and purposes as
he might or could do in person,  hereby  ratifying and  confirming all that said
attorneys-in-fact and agents or any of them or their substitutes may lawfully do
or cause to be done by virtue hereof.

     Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated:

         Signature                      Title                         Date

/s/ E. Robinson McGraw        President and Chief Executive    November 19, 2002
--------------------------         Officer and Director
  E. Robinson McGraw          (Principal Executive Officer)

/s/ Stuart R. Johnson             Chief Financial Officer      November 19, 2002
--------------------------       (Principal Financial and
  Stuart R. Johnson                 Accounting Officer)

/s/ William M. Beasley                   Director              November 19, 2002
--------------------------
  William M. Beasley

/s/ George H. Booth, II                  Director              November 19, 2002
--------------------------
  George H. Booth, II

/s/ Frank B. Brooks                      Director              November 19, 2002
--------------------------
  Frank B. Brooks

/s/ John M. Creekmore                    Director              November 19, 2002
--------------------------
  John M. Creekmore

/s/ Marshall H. Dickerson                Director              November 19, 2002
--------------------------
  Marshall H. Dickerson

/s/ Eugene B. Gifford, Jr.               Director              November 19, 2002
--------------------------
  Eugene B. Gifford, Jr.

/s/ Richard L. Heyer, Jr.                Director              November 19, 2002
--------------------------
  Richard L. Heyer, Jr.

/s/ Robert C. Leake                      Director              November 19, 2002
--------------------------
  Robert C. Leake

/s/ J. Niles McNeel                      Director              November 19, 2002
--------------------------
  J. Niles McNeel

/s/ C. Larry Michael                     Director              November 19, 2002
--------------------------
  C. Larry Michael

/s/ Theodore S. Moll                     Director              November 19, 2002
--------------------------
  Theodore S. Moll

/s/ John W. Smith                        Director              November 19, 2002
--------------------------
  John W. Smith

/s/ H. Joe Trulove                       Director              November 19, 2002
--------------------------
  H. Joe Trulove

/s/ J. Heywood Washburn                  Director              November 19, 2002
--------------------------
  J. Heywood Washburn

/s/ Robert H. Weaver                     Director              November 19, 2002
--------------------------
  Robert H. Weaver

/s/ J. Larry Young                       Director              November 19, 2002
--------------------------
  J. Larry Young
EXHIBIT INDEX

         Exhibit
         Number   Document Description
         -------  --------------------
         4.1           The Peoples Holding Company 2001 Long-Term Incentive Plan

         4.2           Amendment No. 1 to the 2001 Long-Term Incentive Plan

         4.3           The Peoples Holding Company Deferred Compensation Plan

         4.4           Amendment No. 1 to the Deferred Compensation Plan

         5 & 23.2      Opinion and Concent of Phelps Dunbar LLP

         23.1          Consent of Ernst & Young LLP

         24.1          Powers of Attorney (included on the signature page of
                       this Registration Statement)