As filed with the Securities and Exchange Commission on April 10, 2003

                                                    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
           Tupelo, Mississippi                            38802-0709
  ----------------------------------------                ----------
  (Address of principal executive offices)                (Zip code)

                        THE PEOPLES BANK & TRUST COMPANY
                                   401(k) PLAN
                        --------------------------------
                            (Full Title of the Plan)

                               E. Robinson McGraw
                      President and Chief Executive Officer
                           The Peoples Holding Company
                                 209 Troy Street
                            Tupelo, Mississippi 38802
                                 (662) 680-1001
   --------------------------------------------------------------------------
   (Name, address telephone number, including area code of agent for service)


                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
Title of each                            maximum      maximum          Amount
class of               Amount           offering     aggregate           of
securities to           to be           price per    offering       registration
be registered(1)    registered(1)(2)     share(3)      price(3)          fee
----------------    ----------------    ---------    ----------     ------------
Common Stock,
par value
$5.00 per share        100,000          $  43.85     $4,385,000     $   354.75

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

(2)  This  Registration  Statement  shall  also cover any  additional  shares of
     common stock which become  issuable  under the 401(k) Plan by reason of any
     stock  dividend  or stock  split or as the  result  of other  anti-dilution
     provisions in the plan, pursuant to Rule 416 of the Securities Act.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the  Securities Act and based upon
     the average of the high and low sales prices reported on the American Stock
     Exchange reporting system on April 4, 2003.

<PAGE>


                                     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 fiscal  year ended
          December 31, 2002, filed with the Commission on March 10, 2003;

     (2)  The Peoples  Bank & Trust  Company  401(k) Plan Annual  Report on Form
          11-K for the  fiscal  year ended  December  31,  2001,  filed with the
          Commission concurrently with this Registration Statement;

     (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, 2002; 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 the 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.

                                       2

<PAGE>

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.


                                       3
<PAGE>

     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  Bank &  Trust  Company  401(k)  Plan,  comprised  of the
          following documents:

          a.   Southeastern Employee Benefit Services,  Inc. Basic Plan Document
               #01, December 2001; and

          b.   Southeastern  Employee  Benefit  Services,  Inc.  Nonstandardized
               401(k) Plan Adoption Agreement.

     5    Opinion of Phelps Dunbar LLP

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Phelps Dunbar LLP (included in Exhibit 5)

     24.1 Powers of Attorney



                                       4
<PAGE>

     The Company  will  submit the Plan to the  Internal  Revenue  Service for a
determination  that the plan is qualified  under Section  401(a) of the Internal
Revenue Code of 1986, as amended and the Company will make changes necessary, if
any,  required by the  Internal  Revenue  Service for a favorable  determination
letter.

Item 9. Undertakings.

     (a)  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; 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.

     (b)  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
<PAGE>

     (c)  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 10th day of
April, 2003. 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 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          April 10, 2003
----------------------         Officer and Director
E. Robinson McGraw        (Principal Executive Officer)

/s/ Stuart R. Johnson        Chief Financial Officer             April 10, 2003
----------------------      (Principal Financial and
Stuart R. Johnson              Accounting Officer)

   *                                Director                     April 10, 2003
----------------------
William M. Beasley

   *                                Director                     April 10, 2003
----------------------
George H. Booth, II


                                       6
<PAGE>


   *                                Director                     April 10, 2003
----------------------
Frank B. Brooks

   *                                Director                     April 10, 2003
----------------------
John M. Creekmore

   *                                Director                     April 10, 2003
----------------------
Marshall H. Dickerson

   *                                Director                     April 10, 2003
----------------------
Eugene B. Gifford, Jr.

   *                                Director                     April 10, 2003
----------------------
Richard L. Heyer, Jr.

   *                                Director                     April 10, 2003
----------------------
Robert C. Leake

   *                                Director                     April 10, 2003
----------------------
J. Niles McNeel

   *                                Director                     April 10, 2003
----------------------
C. Larry Michael

   *                                Director                     April 10, 2003
----------------------
Theodore S. Moll

   *                                Director                     April 10, 2003
----------------------
John W. Smith

   *                                Director                     April 10, 2003
----------------------
H. Joe Trulove

   *                                Director                     April 10, 2003
----------------------
J. Heywood Washburn

   *                                Director                     April 10, 2003
----------------------
Robert H. Weaver

   *                                Director                     April 10, 2003
----------------------
J. Larry Young


* By: /s/ Stuart R. Johnson
---------------------------
     Stuart R. Johnson
      Attorney-in-Fact

                                       7
<PAGE>


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 10th day of April, 2003.

                                                THE PEOPLES BANK & TRUST COMPANY
                                                401(k) PLAN

                                                By:   /s/ Hollis Ray Smith
                                                      -------------------------
                                                      Hollis Ray Smith
                                                      Senior Vice President and
                                                      Human Resources Director


                                 EXHIBIT INDEX

 Exhibit
 Number                       Document Description
 -------                      --------------------
   4.1    The  Peoples  Bank &  Trust  Company  401(k)  Plan,  comprised  of the
          following documents:

          a.   Southeastern Employee Benefit Services,  Inc. Basic Plan Document
               #001, December 2001; and

          b.   Southeastern  Employee  Benefit  Services,  Inc.  Nonstandardized
               401(k) Plan.

   5      Opinion of Phelps Dunbar LLP

  23.1    Consent of Ernst & Young LLP

  23.2    Consent of Phelps Dunbar LLP (included in Exhibit 5)

  24.1    Powers of Attorney






                                       8
[{"type": "S-8", "sequence": "1", "filename": "s8401kplan.txt", "description": "FORM S-8 FOR 401K", "secsgml_size_bytes": 21472}]
{"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": "333-104445", "film-number": "03646030"}, "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 April 10, 2003

                                                    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
           Tupelo, Mississippi                            38802-0709
  ----------------------------------------                ----------
  (Address of principal executive offices)                (Zip code)

                        THE PEOPLES BANK & TRUST COMPANY
                                   401(k) PLAN
                        --------------------------------
                            (Full Title of the Plan)

                               E. Robinson McGraw
                      President and Chief Executive Officer
                           The Peoples Holding Company
                                 209 Troy Street
                            Tupelo, Mississippi 38802
                                 (662) 680-1001
   --------------------------------------------------------------------------
   (Name, address telephone number, including area code of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                        Proposed     Proposed
Title of each                            maximum      maximum          Amount
class of               Amount           offering     aggregate           of
securities to           to be           price per    offering       registration
be registered(1)    registered(1)(2)     share(3)      price(3)          fee
----------------    ----------------    ---------    ----------     ------------
Common Stock,
par value
$5.00 per share        100,000          $  43.85     $4,385,000     $   354.75

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

(2)  This  Registration  Statement  shall  also cover any  additional  shares of
     common stock which become  issuable  under the 401(k) Plan by reason of any
     stock  dividend  or stock  split or as the  result  of other  anti-dilution
     provisions in the plan, pursuant to Rule 416 of the Securities Act.

(3)  Estimated solely for purposes of calculating the amount of the registration
     fee,  pursuant to Rule 457(c) and (h) of the  Securities Act and based upon
     the average of the high and low sales prices reported on the American Stock
     Exchange reporting system on April 4, 2003.
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 fiscal  year ended
          December 31, 2002, filed with the Commission on March 10, 2003;

     (2)  The Peoples  Bank & Trust  Company  401(k) Plan Annual  Report on Form
          11-K for the  fiscal  year ended  December  31,  2001,  filed with the
          Commission concurrently with this Registration Statement;

     (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, 2002; 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 the 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.

                                       2
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.

                                       3
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  Bank &  Trust  Company  401(k)  Plan,  comprised  of the
          following documents:

          a.   Southeastern Employee Benefit Services,  Inc. Basic Plan Document
               #01, December 2001; and

          b.   Southeastern  Employee  Benefit  Services,  Inc.  Nonstandardized
               401(k) Plan Adoption Agreement.

     5    Opinion of Phelps Dunbar LLP

     23.1 Consent of Ernst & Young LLP

     23.2 Consent of Phelps Dunbar LLP (included in Exhibit 5)

     24.1 Powers of Attorney

                                       4
The Company  will  submit the Plan to the  Internal  Revenue  Service for a
determination  that the plan is qualified  under Section  401(a) of the Internal
Revenue Code of 1986, as amended and the Company will make changes necessary, if
any,  required by the  Internal  Revenue  Service for a favorable  determination
letter.

Item 9. Undertakings.

     (a)  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; 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.

     (b)  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
(c)  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 10th day of
April, 2003. 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 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          April 10, 2003
----------------------         Officer and Director
E. Robinson McGraw        (Principal Executive Officer)

/s/ Stuart R. Johnson        Chief Financial Officer             April 10, 2003
----------------------      (Principal Financial and
Stuart R. Johnson              Accounting Officer)

   *                                Director                     April 10, 2003
----------------------
William M. Beasley

   *                                Director                     April 10, 2003
----------------------
George H. Booth, II

                                       6
*                                Director                     April 10, 2003
----------------------
Frank B. Brooks

   *                                Director                     April 10, 2003
----------------------
John M. Creekmore

   *                                Director                     April 10, 2003
----------------------
Marshall H. Dickerson

   *                                Director                     April 10, 2003
----------------------
Eugene B. Gifford, Jr.

   *                                Director                     April 10, 2003
----------------------
Richard L. Heyer, Jr.

   *                                Director                     April 10, 2003
----------------------
Robert C. Leake

   *                                Director                     April 10, 2003
----------------------
J. Niles McNeel

   *                                Director                     April 10, 2003
----------------------
C. Larry Michael

   *                                Director                     April 10, 2003
----------------------
Theodore S. Moll

   *                                Director                     April 10, 2003
----------------------
John W. Smith

   *                                Director                     April 10, 2003
----------------------
H. Joe Trulove

   *                                Director                     April 10, 2003
----------------------
J. Heywood Washburn

   *                                Director                     April 10, 2003
----------------------
Robert H. Weaver

   *                                Director                     April 10, 2003
----------------------
J. Larry Young

* By: /s/ Stuart R. Johnson
---------------------------
     Stuart R. Johnson
      Attorney-in-Fact

                                       7
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 10th day of April, 2003.

                                                THE PEOPLES BANK & TRUST COMPANY
                                                401(k) PLAN

                                                By:   /s/ Hollis Ray Smith
                                                      -------------------------
                                                      Hollis Ray Smith
                                                      Senior Vice President and
                                                      Human Resources Director

                                 EXHIBIT INDEX

 Exhibit
 Number                       Document Description
 -------                      --------------------
   4.1    The  Peoples  Bank &  Trust  Company  401(k)  Plan,  comprised  of the
          following documents:

          a.   Southeastern Employee Benefit Services,  Inc. Basic Plan Document
               #001, December 2001; and

          b.   Southeastern  Employee  Benefit  Services,  Inc.  Nonstandardized
               401(k) Plan.

   5      Opinion of Phelps Dunbar LLP

  23.1    Consent of Ernst & Young LLP

  23.2    Consent of Phelps Dunbar LLP (included in Exhibit 5)

  24.1    Powers of Attorney

                                       8