SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------
                                    FORM 10-K

(Mark One)

|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934

For the fiscal year ended December 31, 1999
                                       OR

|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

For the transition period from _____________________ to ________________

Commission file number           0-13653
                       --------------------------

                       THE PEOPLES BANCTRUST COMPANY, INC.
                       -----------------------------------
             (Exact name of registrant as specified in its charter)
                   Alabama                                    63-0896239
---------------------------------------------           ---------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                           Identification No.)

310 Broad Street, Selma, Alabama                                36701
-----------------------------------------                 -----------------
(Address of principal executive offices)                      (Zip Code)

       Registrant's telephone number, including area code: (334) 875-1000.

        Securities registered pursuant to Section 12(b) of the Act: None.

           Securities registered pursuant to Section 12(g) of the Act:

                     Common Stock, par value $.10 per share
                     --------------------------------------
                                (Title of Class)

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

The  registrant's  voting  stock is traded on the NASDAQ  SmallCap  Market.  The
aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant,  computed by reference to the price ($12.125 per share) at which the
stock was sold on March 21, 2000, was approximately $39,316,000. For purposes of
this  calculation,  the term  "affiliate"  refers to all executive  officers and
directors of the registrant and all stockholders  beneficially  owning more than
10% of the registrant's Common Stock.

As of the  close  of  business  on  March  30,  2000,  5,148,138  shares  of the
registrant's Common Stock were outstanding.

                       Documents Incorporated By Reference

Part II:
Annual Report to Stockholders for the year ended December 31, 1999.

Part III:
Portions  of the  definitive  proxy  statement  for the  Annual  Meeting  of the
Shareholders to be held on April 11, 2000.

<PAGE>
                                     PART I

ITEM 1.  BUSINESS

THE PEOPLES BANCTRUST COMPANY, INC. AND THE PEOPLES BANK AND TRUST COMPANY

     The Peoples BancTrust Company, Inc. ("BancTrust") is a bank holding company
incorporated under the laws of the State of Alabama in April 1984.  BancTrust is
registered  under the Bank Holding Company Act of 1956, as amended (the "Holding
Company Act").  BancTrust is the holding  company for The Peoples Bank and Trust
Company  ("Peoples  Bank"),  which was chartered by the State of Alabama in 1902
and acquired by BancTrust in April 1985.

     BancTrust and Peoples Bank are  headquartered  in Selma,  Alabama.  Peoples
Bank conducts a general  commercial and full-service  retail banking business in
Dallas,  Autauga,  Butler,  Bibb,  Shelby,  Tallapossa  and Elmore  counties and
surrounding  areas of  Alabama.  In  addition,  Peoples  Bank  offers  trust and
financial  management  services.  Peoples  Bank  provides  banking  services  to
individuals,  corporations and others.  Peoples Bank's services also include the
sale of traveler's checks, the rental of safe deposit facilities,  collection of
domestic  and foreign  items,  issuance of  cashier's  checks and money  orders,
24-hour  Automated  Teller  Machine  ("ATM")  service,  bank by mail  and  night
depository and other customary banking services.  Peoples Bank makes commercial,
personal,  construction  and real estate  loans and accepts both demand and time
deposits. Peoples Bank offers a wide variety of other financial products through
its brokerage department and insurance agency.

     Peoples  Bank is a member  of the  Federal  Deposit  Insurance  Corporation
("FDIC"),  and its  deposit  accounts  are  insured by the Bank  Insurance  Fund
("BIF") to a maximum of $100,000  for each  insured  depositor.  Peoples Bank is
subject to  supervision  and regulation by the Board of Governors of the Federal
Reserve  System (the  "FRB") and the State  Banking  Department  of the State of
Alabama (the  "Banking  Department").  There are also various  requirements  and
restrictions  under the laws of the United  States of  America  and the State of
Alabama which affect the  operations  of Peoples Bank.  These laws include usury
requirements,  restrictions relating to investments and other requirements.  See
"Regulation, Supervision and Governmental Policy."

     BancTrust's  executive  offices  and the main  office of  Peoples  Bank are
located at 310 Broad Street,  Selma,  Alabama 36701.  Peoples Bank also operates
four  branches  in  Selma,  four  branches  in  Tallassee,   three  branches  in
Prattville, two branches in Greenville, and one branch in each of Plantersville,
Georgiana, McKenzie, Centreville,  Millbrook,  Montevallo,  Eclectic, North Bibb
and Opelika, Alabama. BancTrust's telephone number is (334) 875-1000.

                                       2
<PAGE>
ACQUISITIONS

     On March 6, 1998,  BancTrust  consummated  the  acquisition  of Merchants &
Planters  Bancshares,  Inc.  ("Bancshares"),  the parent  company of Merchants &
Planters  Bank,  an  Alabama  commercial  bank  based  in  Montevallo,   Alabama
("Merchants  Bank").  BancTrust  paid  $20,085,000  in cash for the  outstanding
shares of common stock of  Bancshares.  The  acquisition  was accounted for as a
purchase.  The results of operations of Bancshares subsequent to the acquisition
date are included in the Company's consolidated results of operations.

     On July 31, 1998, Elmore County  Bancshares,  Inc. ("Elmore  County"),  the
holding company for The Bank of Tallassee,  headquartered in Tallassee, Alabama,
was merged with and into the Company. Under the terms of the merger, the Company
issued  1,711,794  shares of Common Stock to Elmore County  shareholders.  As of
July 31, 1998, Elmore County's total consolidated  assets were $91,023,000.  The
acquisition  was accounted  for as a pooling of interests  and the  consolidated
financial statements of the Company have been restated accordingly.

LENDING ACTIVITIES

     Loan Composition.  The following table sets forth a five-year comparison of
major categories of BancTrust's loans.
<TABLE>
<CAPTION>
                                                                      At December 31,
                                        ----------------------------------------------------------------------------
                                             1999           1998            1997           1996           1995
                                             ----           ----            ----           ----           ----
                                                                      (In Thousands)
<S>                                     <C>            <C>             <C>            <C>            <C>
Commercial and industrial               $    127,071   $    116,783    $    103,090   $    91,808    $    70,950
Real estate - mortgage(1)                    200,996        120,918         106,222        88,090         73,415
Personal                                      99,857        110,306          89,807        86,491         87,295
Overdrafts and credit line                    10,767         10,786           7,367         5,261          5,158
                                        ----------------------------------------------------------------------------
Total loans                             $    438,691   $    358,793    $    306,486   $   271,650    $   236,818
                                        ============================================================================
Less:
Unearned discount                       $      1,959   $      2,154    $       753    $     2,349    $     6,389
Allowance for loan losses                      5,333          4,291          3,446          3,173          2,687
                                        ----------------------------------------------------------------------------
Total loans, net                        $    431,399   $    352,348    $    302,287   $   266,128    $   227,742
                                        ============================================================================
</TABLE>
------------------
(1)  Includes real estate-construction loans.

     The above loans include  agricultural  loans totaling  approximately  $22.4
million,  $21.9  million,  $17.1 million,  $16.6  million,  and $15.8 million at
December 31, 1999, 1998, 1997, 1996, and 1995  respectively.  Such  agricultural
loans do not include other business or personal loans the proceeds of which were
used for non-agricultural  purposes. The primary source of repayment these loans
is a farm  commodity  (e.g.,  timber).  See  Note  6 of  Notes  to  Consolidated
Financial  Statements in BancTrust's  Annual Report to Stockholders for the year
ended December 31, 1999, which is incorporated herein by reference.

     Loan  Maturities.  The  following  table  reflects at December 31, 1999 the
dollar  amount of loans  maturing or subject to rate  adjustment  based on their
contractual  terms.  Loans  with  fixed  rates  are  reflected  based  upon  the
contractual  repayment  schedule  while loans with variable  interest  rates are
reflected  based upon the contractual  repayment  schedule up to the contractual
rate  adjustment  date.  Demand  loans,  loans  having  no  stated  schedule  of
repayments and loans having no stated  maturity are reported as due within three
months.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                                     0 -3 Months    4 -12 Months     1 -5 Years      After 5 Years        Total
                                     -----------    ------------     ----------      -------------        -----
                                                                     (In thousands)
<S>                                      <C>             <C>            <C>               <C>            <C>
Commercial and industrial                $  84,019       $  18,708      $   17,543        $    6,801     $   127,071
Real estate-mortgage                        47,401          68,365          11,958            73,272         200,996
Personal, overdrafts and
     credit lines                           20,151          12,619          69,022             8,832         110,624
                                    ---------------------------------------------------------------------------------
                                         $ 151,571       $  99,692      $   98,523        $   88,905     $   438,691
                                    =================================================================================
Loans with fixed interest rates
Loans with variable interest rates       $  34,691       $  30,515      $   91,023        $   88,348     $   244,577
                                    ---------------------------------------------------------------------------------
                                           116,880          69,177           7,500               557         194,114
                                    =================================================================================
                                         $ 151,571       $  99,692      $   98,523        $   88,905     $   438,691
                                    =================================================================================
</TABLE>
     Note 6 of Notes to Consolidated  Financial Statements in BancTrust's Annual
Report to Stockholders  for the year ended December 31, 1999 (Exhibit No. 13) is
incorporated herein by reference.

     Commercial and Industrial  Loans.  These loans are generally  originated in
BancTrust's  primary lending area.  BancTrust's  commercial and industrial loans
are  made  for a  variety  of  business  purposes,  including  working  capital,
inventory, equipment and capital expansion. At December 31, 1999, commercial and
industrial  loans  outstanding  totaled $127 million,  or 28.97% of  BancTrust's
total net loan  portfolio.  The terms for commercial  and  industrial  loans are
generally less than one year.  Commercial and industrial loan  applications must
be  supported  by current  financial  information  on the  borrower  and,  where
appropriate,  by  adequate  collateral.  Approval of the loans is subject to the
borrower qualifying for the loan under BancTrust's underwriting standards. These
types of loans are  generally  considered  to be a higher credit risk than other
loans originated by BancTrust.

     Real Estate Mortgage Loans.  BancTrust also originates  one-to-four family,
owner-occupied  residential  mortgage  loans  secured  by  property  located  in
BancTrust's  primary  market  area.  The  majority  of  BancTrust's  residential
mortgage  loans  consist  of  loans  secured  by  owner-occupied,  single-family
residences.  At December 31, 1999,  BancTrust had $201 million, or 45.82% of its
total net loan portfolio, in real estate mortgage loans.

     Personal Loans. At December 31, 1999,  BancTrust's  personal loan portfolio
totaled  $100  million,  or 22.77%  of  BancTrust's  total  net loan  portfolio.
BancTrust's  personal loan portfolio is comprised of automobile loans (including
automobile  loans  requested  by dealers),  home  improvement  loans,  unsecured
personal  notes,  mobile home loans,  boat loans,  credit card loans,  and loans
secured by savings deposits.  Although personal loans tend to have a higher risk
of default  than other loans,  management  believes  its  monitoring  and review
processes provide sufficient safeguards.  However, the performance of such loans
will be affected by the local economy.

     Lending  Limits.  BancTrust's  limit  for  unsecured  loans  to  individual
customers is 10% of the capital  accounts of BancTrust.  The limit for unsecured
and  secured  loans  combined  to  individual  customers  is 20% of the  capital
accounts of BancTrust,  subject to certain terms and  conditions.  For customers
desiring loans in excess of BancTrust's lending limits,  BancTrust may loan on a
participation  basis, with its correspondent banks taking the amount of the loan
in excess of BancTrust's  lending  limits.  In other cases,  BancTrust may refer
such borrowers to larger banks or other lending institutions.

                                       4
<PAGE>

     Nonaccrual,  Past Due, Restructured and Potential Problem Loans.  BancTrust
classifies its problem loans into four categories:  non-accrual loans,  past-due
loans,  restructured  loans, and potential  problem loans. At December 31, 1999,
there  were no  material  amounts  of  potential  problem  loans  which were not
included in the other three categories of problem loans.

     When  management  determines  that a loan no longer  meets the criteria for
performing loans and that collection of interest appears  doubtful,  the loan is
placed on nonaccrual  status.  All loans that are 90 days past due are placed on
nonaccrual  status,  unless they are adequately  secured and there is reasonable
assurance of full  collection  of principal  and  interest.  Management  closely
monitors all loans which are contractually 90 days past due,  restructured or on
nonaccrual status. These loans are summarized as follows:
<TABLE>
<CAPTION>
                                                                                        At December 31,
                                                                     -------------------------------------------------------
                                                                          1999       1998      1997       1996       1995
                                                                          ----       ----      ----       ----       ----
                                                                                         (In thousands)
<S>                                                                     <C>        <C>        <C>        <C>        <C>
Loans accounted for on a nonaccrual basis...............................$ 2,840    $ 3,888    $ 1,733    $ 2,048    $ 1,651

Accruing loans which are contractually past due 90 days or more as
  to interest or principal payments......................................     -          -          -          -          -

Accruing loans, the terms of which have been restructured to
  provide a reduction or deferral of interest or principal because of
  a deterioration in the financial position of the
  borrower...............................................................    71        187         69        294        301

The gross interest income that would have been recorded in the
  period if the nonaccrual and restructured loans had been current in
  accordance with their original terms and had been outstanding
  through the period or since origination, if held for part of the
  period................................................................    310        162         57         77        105

The amount of interest income on nonaccrual and restructured loans
  that was included in net income for the period........................     42         58         26         27         40
</TABLE>
     Management of BancTrust has identified certain loans totaling approximately
$8.2  million at December  31, 1999  (including  loans  identified  in the above
table)  which it has  determined  require  special  attention  due to  potential
weaknesses.  The largest five loans  aggregated  approximately  $2.6 million and
ranged in size from $310,000 to $700,000.  It is  management's  opinion that the
allowance  for loan losses (see  below) is  adequate to absorb  probable  losses
related to such loans.  Aggressive efforts continue to reduce principal,  secure
additional collateral and improve the overall payment status of these loans.

                                       5
<PAGE>
     The  following  table sets forth  BancTrust's  potential  problem  loans at
December  31,  1999 by loan  category  and the  amount  and  type of  collateral
securing such loans.

      Loan Category / Collateral                              Amount
      --------------------------                              ------
                                                          (In thousands)

      Commercial and Industrial:
           Collateralized by Real Estate..........        $        2,474
           Collateralized by Other (1)............                 2,527
           Unsecured..............................                 1,581
                                                          --------------
           Total Commercial and Industrial........                 6,582
                                                          --------------
      Real Estate-Mortgage
      Personal:
           Collateralized by Real Estate..........                 1,321
           Collateralized by Other (1)............                   178
           Unsecured..............................                    99
                                                          --------------
           Total Real Estate-Mortgage.............                 1,598
                                                          --------------
                    Total.........................        $        8,180
                                                          ==============
----------------------
(1)  Includes  approximately  $2 million  of loans  collateralized  by  accounts
     receivable,  inventory,  furniture and fixtures and automobile dealer floor
     plans.

     Loan  Loss  Experience.  Notes 1 and 6 of Notes to  Consolidated  Financial
Statements  contained in BancTrust's  Annual Report to Stockholders for the year
ended December 31, 1999 (Exhibit No. 13) are incorporated herein by reference.

     The  allowance  for possible  loan losses at BancTrust is  maintained  at a
level, which in management's opinion, is adequate enough to absorb all potential
losses on loans then present in the loan portfolio.  The amount of the allowance
is  affected  by:  (1) loan  charge-offs,  which  decrease  the  allowance;  (2)
recoveries on loans previously  charged-off,  which increase the allowance;  and
(3) the provision of possible loan losses charged to income, which increases the
allowance.  In  determining  the provision for possible loan losses,  management
monitors  fluctuations  in the allowance  resulting from actual  charge-offs and
recoveries.  Also,  management  periodically reviews the size and composition of
the loan  portfolio  in light of  economic  conditions  in an effort to evaluate
portfolio risks. Ultimately,  the amount of the provision charged against income
is an amount  sufficient  to maintain the allowance at a level  consistent  with
management's assessment of the aforementioned  portfolio risks as of the date of
such assessment.

                                       6
<PAGE>
     The following is a summary of activity in the allowance for loan losses:
<TABLE>
<CAPTION>
                                                                          Year Ended December 31,
                                                 ---------------------------------------------------------------------------
                                                                               (in thousands)
                                                       1999            1998           1997          1996           1995
                                                       ----            ----           ----          ----           ----
<S>                                               <C>              <C>            <C>             <C>            <C>
Balance at beginning of year                      $     4,291      $    3,446     $   3,173       $   2,701      $   2,722

Charge-offs:
Commercial and industrial                               1,252           1,622           346             390            454
Real estate-mortgage (1)                                  129              19            66              40             20
Personal                                                3,062           1,739         1,974           1,892          1,357
Overdrafts and credit lines                                73              68            30              57             14
                                                 ---------------------------------------------------------------------------
Total charge-offs                                       4,516           3,448         2,416           2,379          1,845

Recoveries:
Commercial and industrial                                 191             524            71              64             86
Real estate-mortgage (1)                                   22              96            38              45             21
Personal                                                  807             738           702             622            785
Overdrafts and credit lines                                20               7            11               6              2
                                                 ---------------------------------------------------------------------------
Total recoveries                                        1,040           1,365           822             737            894

Net charge-offs                                        (3,476)         (2,083)       (1,594)         (1,642)          (951)
Provision charged to operations                         4,520           2,336         1,867           2,114            930
Additions due to acquisition                                -             592             -               -              -
                                                 ---------------------------------------------------------------------------
Balance at end of year                            $     5,335     $     4,291     $   3,446      $    3,173      $   2,701
                                                 ===========================================================================

Ratio of net charge-offs to average loans
outstanding, net of unearned discounts, during
the period                                              0.90%           0.67%         0.59%           0.69%          0.45%
                                                 ===========================================================================
</TABLE>
-------------------
(1)      Includes real estate-construction loans.

     The following  table  presents an allocation of  BancTrust's  allowance for
loan losses at the dates indicated:
<TABLE>
<CAPTION>

                                                          At December 31,
                                    ------------------------------------------------------------
                                            1999                 1998                1997
                                    ---------------------  -----------------    ----------------
                                                      (Dollars in thousands)
                                       %        Amount       %       Amount       %    Amount
                                       -        ------       -       ------       -    ------
<S>                                     <C>      <C>         <C>     <C>         <C>     <C>
Commercial and industrial                33%     $ 1,771      28%    $1,201       33%    $1,138
Real estate mortgage (1)                  3%         180       5%       215       16%       552
Personal                                 62%       3,292      65%     2,789       50%     1,724
Overdraft and credit line                 2%          90       2%        86        1%        32
                                    ---------------------  -----------------    ----------------
Total Allowance                         100%     $ 5,333     100%   $ 4,291      100%    $3,446
                                    =====================  =================    ================
</TABLE>
                                       7
<PAGE>
                                               At December 31,
                                    --------------------------------------
                                           1996               1995
                                    ------------------- ------------------
                                           (Dollars in thousands)
                                      %      Amount       %      Amount
                                      -      ------       -      ------

Commercial and industrial             26%         $817     34%      $ 924
Real estate mortgage (1)              17%          553     23%        614
Personal                              55%        1,752     41%      1,104
Overdraft and credit line              2%           51      2%         45
                                    ------------------- ------------------
Total Allowance                      100%      $ 3,173    100%    $ 2,687
                                    =================== ==================

(1)   Includes real estate-construction loans.

INVESTMENT ACTIVITIES

     Securities   by   Category.    Investments   are   classified   as   either
held-to-maturity,  trading or available-for-sale securities. See Note 1 of Notes
to Consolidated  Financial  Statements contained in BancTrust's Annual Report to
Stockholders  for the year ended  December  31, 1999  (Exhibit  No. 13) which is
incorporated  herein  by  reference.  There  were no  securities  classified  as
held-to-maturity  or trading at December 31, 1999,  1998 and 1997. The following
table sets forth the amount of securities available-for-sale by major categories
held by BancTrust at December 31, 1999, 1998 and 1997.
<TABLE>
<CAPTION>
                                                                   At December 31,
                                                           1999         1998          1997
                                                           ----         ----          ----
Securities Available for Sale                                        (In thousands)
-----------------------------
<S>                                                        <C>          <C>           <C>
U.S. Treasury, U.S. Agencies and corporations              $ 81,001     $ 102,781     $ 72,193
Obligations of states and political subdivisions              2,198         4,582       12,885
Corporate and other securities                               36,360        30,208       22,414
                                                       ----------------------------------------
                                                          $ 119,559     $ 137,571     $107,492
</TABLE>

     Corporate and other  securities as of December 31, 1999,  were comprised of
the following:

                                                       Securities Available
                                                             For Sale
                                                       ---------------------
                                                          (In thousands)
Corporate notes.........................................  $       2,944
Mortgage backed securities..............................         22,876
Mutual funds............................................          2,401
Common stock............................................          4,075
Other securities........................................          4,064
                                                       ---------------------
                                                          $      36,360
                                                       =====================

     All  rated  corporate  notes  are in the A1 to  AAA  range.  One  non-rated
security,  an in-state  general  obligation bond, was issued by a public utility
company.  All collateralized  mortgage  obligations are either guaranteed by the
Federal  National  Mortgage  Association  or  the  Federal  Home  Loan  Mortgage
Corporation or have AAA ratings.  Common stock holdings  include  investments in
the Federal Reserve Bank,  Federal Home Loan Bank and another local bank,  which
is closely monitored by management.

     Management  considers all of the above  securities to have a relatively low
level of default risk.

     For information  regarding the amortized cost and approximate  market value
of  securities  at  December  31,  1999,  1998 and 1997,  see Note 5 of Notes to
Consolidated  Financial  Statements  contained in  BancTrust's  Annual Report to
Stockholders  for the year ended  December  31, 1999  (Exhibit  No. 13) which is
incorporated herein by reference.

                                       8
<PAGE>

     Maturity  Distributions  of Securities.  The following table sets forth the
distributions  of maturities of securities at amortized  cost as of December 31,
1999.
<TABLE>
<CAPTION>
                                                            Maturity (in years)
                                      --------------------------------------------------------------
                                      0-3 Months   4-12 Months   Over 1 to 5   Over 5 to 10  Over 10   No Specific
                                      ----------   -----------   -----------   ------------  -------   -----------
                                                                                                         Due Date
                                                                                                         --------
                                                                 (Dollars in thousands)
<S>                                        <C>       <C>           <C>            <C>        <C>         <C>
U.S. Treasury, U.S. agencies and
corporations                               $ 500     $ 3,001       $   66,034     $ 3,113    $     -     $    -
Obligations of states and political
subdivisions                                   -         150            1,201         420        453          -
Corporate and other securities                 -         253            6,176       4,780     29,436      6,656
                                     --------------------------------------------------------------------------------
Total                                      $ 500     $ 3,404       $   73,411     $ 8,313    $29,889     $6,656
                                     ================================================================================
Weighted average yield(1)                  4.92%       4.18%            5.83%       6.09%      5.39%      6.51%
                                     ================================================================================
</TABLE>
------------------
(1) Yields on  tax-exempt  obligations  have been  computed on a  tax-equivalent
basis using an incremental rate of 34%.

     Expected   maturities  may  differ  from  contractual   maturities  because
borrowers may have the right to call or prepay  obligations with or without call
or prepayment  penalties.  For  information  regarding  the  amortized  cost and
approximate  market value of  securities  at December 31, 1999,  by  contractual
maturity,  see Note 5 of Notes to Consolidated Financial Statements contained in
BancTrust's  Annual Report to Stockholders  for the year ended December 31, 1999
(Exhibit No. 13) which is incorporated herein by reference.

DEPOSITS

     Deposits  are the  primary  source  of  funds  for  BancTrust.  BancTrust's
deposits consist of checking accounts,  regular savings deposits,  NOW accounts,
Money  Market  Accounts,  Certificates  of  Deposit  and Jumbo  Certificates  of
Deposit. Deposits are attracted from individuals,  partnerships and corporations
primarily in BancTrust's  market area. In addition,  BancTrust  obtains deposits
from state and local entities and, to a lesser extent, U.S. Government and other
depository  institutions.  As of December 31, 1999,  BancTrust's  total deposits
were $489.3  million.  BancTrust  was in receipt of $15 million in brokered time
deposits at December 31, 1999.

     The following  table  indicates the amount of BancTrust's  certificates  of
deposit and other time deposits,  including brokered time deposits,  of $100,000
or more by time remaining until maturity as of December 31, 1999.

      Maturity Period                       Certificates of     Other Time
      ---------------                           Deposit          Deposits
                                                -------          --------
                                                     (In thousands)
      Three months or less...............     $ 45,302           $ 87,103
      Over three through six months......       50,038              1,555
      Over six through twelve months.....       34,551              1,074
      Over twelve months.................       43,113              1,479
                                           ----------------------------------
                                              $173,004           $ 91,211
                                           ==================================

                                       9
<PAGE>
     The following  table sets forth the average  balances and average  interest
rates based on daily balances for deposits for the periods indicated.
<TABLE>
<CAPTION>
                                                                    Year Ended December 31,
                                          -----------------------------------------------------------------------------
                                                    1999                      1998                      1997
                                          -------------------------  ------------------------  ------------------------
                                             Average     Average       Average     Average       Average     Average
                                            Deposits       Rate        Deposits      Rate       Deposits      Rate
                                            --------       ----        --------      ----       --------      ----
                                                                     (Dollars in thousands)
<S>                                            <C>           <C>         <C>           <C>        <C>            <C>
Non-interest bearing demand deposits           $ 67,193      0.00%       $ 64,735      0.00%      $ 59,389       0.00%
Interest bearing demand deposits                106,806      2.53%         96,687      2.88%        80,605       3.47%
Savings deposits                                 45,434      2.48%         44,281      3.00%        35,769       2.86%
Time deposits                                   249,952      5.02%        228,347      5.43%       184,890       5.44%
                                          --------------             -------------             ------------
Total deposits                                 $469,385      3.49%       $434,050      3.80%      $360,653       3.85%
                                          ==============             =============             ============
</TABLE>
COMPETITION

     In order to compete  effectively,  BancTrust relies  substantially on local
commercial  activity;  personal  contacts  by  its  directors,  officers,  other
employees and  shareholders;  personalized  services;  and its reputation in the
communities it serves.

     BancTrust  is presently  competing  in its market area with  several  other
Alabama bank holding companies. It also competes with independent banks, several
credit unions, and various other nonbank financial companies.

     The  banking  business in Alabama  generally,  and in  BancTrust's  primary
service areas specifically, is highly competitive with respect to both loans and
deposits.  BancTrust  competes  with  many  larger  banks  and  other  financial
institutions  which have  offices  over a wide  geographic  area.  These  larger
institutions  have certain inherent  advantages,  such as the ability to finance
wide  ranging  advertising  campaigns  and  promotions  and  to  allocate  their
investment  assets to regions  offering the highest yield and demand.  They also
offer services such as international  banking, which are not offered directly by
BancTrust (but could be offered indirectly through correspondent  institutions).
By virtue of their  larger  total  capitalization  (legal  lending  limits to an
individual  consumer or  corporation  are limited to a percentage of BancTrust's
total capital  accounts),  such banks have  substantially  higher lending limits
than does BancTrust.  Other entities, both governmental and in private industry,
raise capital  through the issuance and sale of debt and equity  securities  and
thereby indirectly compete with BancTrust in the acquisition of deposits.

     Under the federal Bank Holding  Company Act of 1956 (the  "Holding  Company
Act"), as amended by the Riegle-Neal Interstate Banking and Branching Efficiency
Act of 1994 (the "Riegle-Neal  Act"),  Alabama banks and their holding companies
may be acquired by out-of-state  banks or their holding  companies,  and Alabama
banks and their holding companies may acquire  out-of-state banks without regard
to whether the  transaction  is prohibited  by the laws of any state.  Under the
Riegle-Neal  Act and Alabama law, the FRB may not approve the  acquisition  of a
bank in Alabama if such bank has not been in  existence  for at least five years
or, if following the  acquisition,  the acquiring  bank holding  company and its
depository  institution  affiliates would control 30% or more of the deposits in
depository  institutions in Alabama. In addition, the Riegle-Neal Act authorized
the federal  banking  agencies,  effective  June 1, 1997, to approve  interstate
merger  transactions  without regard to whether such transactions are prohibited
by the law of any  state,  unless the home state of one of the banks opts out of
the Riegle-Neal  Act by adopting a law that applies equally to all  out-of-state
banks and expressly prohibits merger transactions  involving out-of-state banks.
Alabama has enacted  legislation  that expressly  authorized,  effective May 31,
1997,  Alabama banks to participate in interstate mergers in accordance with the
Riegle-Neal  Act.  The  effect  of  the  Riegle-Neal  Act  may  be  to  increase
competition  within the State of Alabama among banking  institutions  located in
Alabama and from banking companies located anywhere in the country.

                                       10
<PAGE>
EMPLOYEES

     As  of  December  31,  1999,  BancTrust  employed  337  persons,  including
executive  officers,  loan officers,  bookkeepers,  tellers and others.  None of
BancTrust's  employees are presently  represented  by a union or covered under a
collective  bargaining  agreement.  Management of BancTrust considers that their
employee relations are excellent.

RETURN ON EQUITY AND ASSETS

     The  following  table shows the  percentage  return on equity and assets of
BancTrust for the years ended December 31, 1999, 1998 and 1997.

                                                   Year Ended December 31,
                                              ------------------------------
                                                 1999       1998     1997*
                                                 ----       ----     -----
Return on assets:
Net income/average total assets                 0.92%      1.02%      1.31%
Return on equity:
Net income/average equity                       9.30%      9.68%     11.00%
Dividend payout ratio:
Dividends declared per
share/net income per share                     33.50%     31.86%     28.44%
Equity to assets ratio:
Average equity/average total assets             9.90%     10.50%     11.88%

*   Per share  data has been  restated  to  reflect a  two-for-one  stock  split
    effected in the form of a stock dividend in June 1997.

REGULATION, SUPERVISION AND GOVERNMENTAL POLICY

     The following is a brief summary of certain statutes, rules and regulations
affecting BancTrust and Peoples Bank. A number of other statutes and regulations
have an impact on their operations. The following summary of applicable statutes
and regulations does not purport to be complete and is qualified in its entirety
by reference to such statutes and regulations.

     Financial   Modernization   Legislation.   On  November   12,   1999,   the
Gramm-Leach-Bliley  Act of 1999 (the "GLB Act") was signed into law. The GLB Act
includes  a  number  of  provisions   intended  to  modernize  and  to  increase
competition in the American financial services industry, including authority for
bank  holding  companies  to engage in a wider range of  nonbanking  activities,
including securities  underwriting and general insurance  activities.  Under the
GLB Act,  a bank  holding  company  that  elects to become a  financial  holding
company  may  engage in any  activity  that the FRB,  in  consultation  with the
Secretary of the Treasury, determines by regulation or order is (i) financial in
nature, (ii) incidental to any such financial  activity,  or (iii) complementary
to any such  financial  activity  and does  not pose a  substantial  risk to the
safety  or  soundness  of  depository   institutions  or  the  financial  system
generally.  The GLB Act  specifies  certain  activities  that are  deemed  to be
financial in nature, including lending, exchanging,  transferring, investing for
others, or safeguarding money or securities; underwriting and selling insurance;
providing financial,  investment,  or economic advisory services;  underwriting,
dealing  in or  making a  market  in,  securities;  and any  activity  currently
permitted  for bank holding  companies by the FRB under  section  4(c)(8) of the
Holding  Company  Act.  A bank  holding  company  may elect to be  treated  as a
financial holding company only if all depository institution subsidiaries of the
holding company are and continue to be  well-capitalized  and  well-managed  and
have at least a satisfactory rating under the Community Reinvestment Act.

     National  banks  are  also  authorized  by the GLB Act to  engage,  through
"financial  subsidiaries,"  in any activity that is permissible  for a financial
holding company (as described  above) and any activity that the Secretary of the
Treasury,  in  consultation  with the FRB,  determines is financial in nature or
incidental to any such financial  activity,  except (i) insurance  underwriting,
(ii) real  estate  development  or real  estate  investment  activities  (unless

                                       11
<PAGE>

otherwise  permitted by law), (iii) insurance company portfolio  investments and
(iv) merchant banking. The authority of a national bank to invest in a financial
subsidiary is subject to a number of conditions,  including, among other things,
requirements  that the bank must be  well-managed  and  well-capitalized  (after
deducting  from  capital  the  bank's   outstanding   investments  in  financial
subsidiaries).  The GLB Act  also  provides  that  state  banks  may  invest  in
financial  subsidiaries  (assuming they have the requisite  investment authority
under  applicable  state  law)  subject  to the same  conditions  that  apply to
national bank investments in financial subsidiaries.

     The GLB Act  also  adopts  a  number  of  consumer  protections,  including
provisions intended to protect privacy of bank customers' financial  information
and provisions requiring disclosure of ATM fees imposed by banks on customers of
other banks.

     Most of the GLB Act's  provisions have delayed  effective dates and require
the adoption of implementing  regulations to implement the statutory provisions.
At this time,  BancTrust has not  determined  whether it will become a financial
holding  company in order to utilize the expanded powers offered by the GLB Act,
and  Peoples  Bank is unable to predict  the  impact of the GLB Act's  financial
subsidiary provisions and consumer protections on its operations.

     Bank Holding Company Regulation.  BancTrust is registered as a bank holding
company under the Holding  Company Act and, as such,  is subject to  supervision
and regulation by the FRB. BancTrust is required to furnish to the FRB an annual
report of its  operations  at the end of each  fiscal  year and to furnish  such
additional  information as the FRB may require  pursuant to the Holding  Company
Act. BancTrust is also subject to regular examination by the FRB.

     Under the Holding Company Act, a bank holding company must obtain the prior
approval of the FRB before (i) acquiring direct or indirect ownership or control
of any  voting  shares  of any  bank or bank  holding  company  if,  after  such
acquisition,  the bank  holding  company  would  directly or  indirectly  own or
control more than 5% of such shares;  (2) acquiring all or substantially  all of
the  assets  of  another  bank  or  bank  holding  company;  or (3)  merging  or
consolidating  with  another  bank  holding  company.  The  Holding  Company Act
generally  permits  the FRB to  approve  interstate  bank  acquisitions  by bank
holding  companies  without  regard  to  any  prohibitions  of  state  law.  See
"Competition."

     Under the Holding  Company Act, any company must obtain approval of the FRB
prior to acquiring control of the BancTrust or Peoples Bank. For purposes of the
Holding  Company Act,  "control" is defined as ownership of more than 25% of any
class of voting  securities of BancTrust or Peoples Bank, the ability to control
the election of a majority of the  directors,  or the exercise of a  controlling
influence over management or policies of the BancTrust or Peoples Bank.

     As a bank holding company,  BancTrust is prohibited under the BHC Act, with
certain  exceptions,  from acquiring direct or indirect  ownership or control of
more than 5% of the  voting  shares  of a  company  that is not a bank or a bank
holding  company,  or from engaging  directly or indirectly in activities  other
than those of banking,  managing or controlling banks, or providing services for
its subsidiaries. The principal exceptions to these prohibitions involve certain
non-bank  activities  that, by statute or by FRB regulation or order,  have been
identified as activities  closely related to the business of banking or managing
or  controlling   banks.  The  activities  of  BancTrust  and  of  its  non-bank
subsidiaries  are subject to these legal and  regulatory  limitations  under the
Holding Company Act and the FRB's regulations  thereunder.  Notwithstanding  the
FRB's prior approval of specific nonbanking activities, the FRB has the power to
order a holding  company or its  subsidiaries  to terminate any activity,  or to
terminate its  ownership or control of any  subsidiary,  when it has  reasonable
cause to believe that the  continuation  of such  activity or such  ownership or
control  constitutes  a  serious  risk to the  financial  safety,  soundness  or
stability of any bank subsidiary of that holding company.

     The GLB Act greatly  expands the scope of business  activities  permissible
for bank  holding  companies by creating the new  classification  of  "financial
holding  companies."  Effective  March 11, 2000, the GLBA Act will permit a bank
holding company, upon classification as a financial holding company and assuming
such holding company's subsidiary banks meet certain requirements,  to engage in
a  broad  variety  of  activities   "financial"  in  nature.   See  "Regulation,
Supervision and Governmental Policy - Financial Modernization Legislation."

                                       12
<PAGE>

     The FRB has  adopted  guidelines  regarding  the  capital  adequacy of bank
holding  companies,  which require bank holding companies to maintain  specified
minimum ratios of capital to total assets and capital to  risk-weighted  assets.
See "-- Capital Requirements."

     The FRB has the power to prohibit  dividends by bank  holding  companies if
their actions constitute unsafe or unsound practices.  In addition,  the FRB has
issued a policy  statement  on the  payment of cash  dividends  by bank  holding
companies, which expresses the FRB's view that a bank holding company should pay
cash  dividends  only to the extent that the  company's  net income for the past
year is  sufficient  to  cover  both the cash  dividends  and a rate of  earning
retention that is consistent  with the company's  capital needs,  asset quality,
and overall financial condition.

     Bank Regulation. As an Alabama banking institution, Peoples Bank is subject
to regulation,  supervision and regular  examination by the Banking  Department.
Peoples  Bank is a member of the Federal  Reserve  System and thus is subject to
supervision and regular  examination by the FRB under the applicable  provisions
of the Federal  Reserve Act and the FRB's  regulations.  The deposits of Peoples
Bank are insured by the FDIC to the maximum extent provided by law (a maximum of
$100,000  for each  insured  depositor).  Alabama and federal  banking  laws and
regulations  control,  among other things,  Peoples  Bank's  required  reserves,
investments, loans, mergers and consolidations,  issuance of securities, payment
of dividends,  and establishment of branches and other aspects of Peoples Bank's
operations.

     There are statutory and regulatory  restrictions  on the ability of Peoples
Bank to pay  dividends to BancTrust.  Specifically,  the approval of the FRB and
the Banking Department is required if the total of all the dividends declared by
Peoples Bank in any calendar  year exceeds its net income for that year combined
with its retained net income for the preceding two calendar years.  Peoples Bank
received approval in 1999 for the payment of its dividends to BancTrust and also
will be required to obtain  regulatory  approval  for its  dividend  payments in
2000.

     Peoples  Bank  is  subject  to  various  regulatory  capital   requirements
administered  by the  federal  banking  agencies,  including  the FRB's  capital
adequacy  guidelines for  state-chartered  banks that are members of the Federal
Reserve  System  ("state  member  banks").   Failure  to  meet  minimum  capital
requirements  can  initiate  certain   mandatory  --  and  possibly   additional
discretionary -- actions by regulators that, if undertaken,  could have a direct
material   effect  on  BancTrust's   financial   statements.   See  "--  Capital
Requirements."

     As a  federally  insured  bank,  Peoples  Bank is  required  to pay deposit
insurance assessments to the FDIC based on a percentage of its insured deposits.
Under the FDIC's risk-based deposit insurance  assessment system, the assessment
rate for an insured bank depends on the assessment risk classification  assigned
to the  bank.  The FDIC  has set the  2000  annual  insurance  assessment  rates
applicable to Bank Insurance Fund ("BIF") member banks like Peoples Bank from $0
for  well-capitalized  banks in the  highest  supervisory  subgroup  to 0.27% of
insured deposits for undercapitalized  banks in the lowest supervisory subgroup.
Peoples Bank was a "well-capitalized"  bank as of December 31, 1999. In addition
to deposit insurance assessments,  FDIC-insured institutions are required to pay
assessments  to the FDIC at an annual  rate of  approximately  0.02% of  insured
deposits to fund  interest  payments on certain  bonds  issued by the  Financing
Corporation, an agency of the federal government established to recapitalize the
predecessor to the Savings Institution Insurance Fund.

     Supervision,  regulation  and  examination of BancTrust and Peoples Bank by
the bank  regulatory  agencies  are intended  primarily  for the  protection  of
depositors  rather than for holders of  BancTrust  stock or of  BancTrust as the
holder of the stock of Peoples Bank.

     Capital  Requirements.  The FRB has established  guidelines with respect to
the  maintenance  of  appropriate  levels of capital by registered  bank holding
companies and state member banks.  The regulations of the FRB impose two sets of
capital  adequacy  requirements:  minimum  leverage  rules,  which  require bank
holding  companies and banks to maintain a specified minimum ratio of capital to
total assets,  and risk-based  capital rules,  which require the  maintenance of
specified minimum ratios of capital to "risk-weighted" assets.

                                       13
<PAGE>

     The regulations of the FRB require bank holding  companies and state member
banks to maintain a minimum  leverage  ratio of "Tier 1 capital"  (as defined in
the  risk-based  capital  guidelines  discussed in the following  paragraphs) to
total  assets of 3.0%.  Although  setting a minimum  3.0%  leverage  ratio,  the
regulations state that only the strongest bank holding companies and banks, with
composite  examination  ratings of 1 under the rating system used by the federal
bank regulators,  would be permitted to operate at or near such minimum level of
capital.  All other bank holding  companies and banks are expected to maintain a
leverage  ratio of at least 1% to 2% above the minimum  ratio,  depending on the
assessment  of an  individual  organization's  capital  adequacy  by its primary
regulator.  Any  bank or  bank  holding  company  experiencing  or  anticipating
significant  growth would be expected to maintain capital well above the minimum
levels.  In addition,  the FRB has indicated that whenever  appropriate,  and in
particular  when a bank holding  company is  undertaking  expansion,  seeking to
engage in new activities or otherwise  facing unusual or abnormal risks, it will
consider,  on a  case-by-case  basis,  the level of an  organization's  ratio of
tangible Tier 1 capital  (after  deducting all  intangibles)  to total assets in
making an overall assessment of capital.

     The risk-based  capital rules of the FRB require bank holding companies and
state member banks to maintain  minimum  regulatory  capital levels based upon a
weighing of their assets and off-balance  sheet  obligations  according to risk.
The risk-based capital rules have two basic components:  a core capital (Tier 1)
requirement  and a  supplementary  capital  (Tier 2)  requirement.  Core capital
consists primarily of common stockholders'  equity,  certain perpetual preferred
stock  (which  must be  noncumulative  with  respect  to  banks),  and  minority
interests in the equity accounts of consolidated  subsidiaries;  less intangible
assets  (primarily  goodwill),  with limited  exceptions for mortgage  servicing
rights and purchased credit card relationships.  Supplementary  capital elements
include,  subject to certain limitations,  the allowance for losses on loans and
leases; perpetual preferred stock that does not qualify for Tier 1 and long-term
preferred  stock with an original  maturity of at least 20 years from  issuance;
hybrid capital instruments,  including perpetual debt and mandatory  convertible
securities;  and subordinated  debt and  intermediate-term  preferred stock. The
risk-based capital regulations assign balance sheet assets and credit equivalent
amounts of off-balance  sheet  obligations to one of four broad risk  categories
based principally on the degree of credit risk associated with the obligor.  The
assets and  off-balance  sheet items in the four risk categories are weighted at
0%, 20%,  50% and 100%.  These  computations  result in the total  risk-weighted
assets.

     The  risk-based  capital  regulations  require  all banks and bank  holding
companies to maintain a minimum  ratio of total  capital to total  risk-weighted
assets of 8%, with at least 4% as core capital.  For the purpose of  calculating
these ratios: (i) supplementary  capital will be limited to no more than 100% of
core capital;  and (ii) the aggregate  amount of certain types of  supplementary
capital will be limited.  In addition,  the risk-based capital regulations limit
the  allowance  for  loan  losses  includible  as  capital  to  1.25%  of  total
risk-weighted assets.

     In addition,  the FRB's capital  guidelines require the agency to take into
consideration  concentrations  of  credit  risk and risks  from  non-traditional
activities,  as well as a bank's ability to manage those risks, when determining
a bank's capital adequacy.  Such evaluation will be made as a part of the bank's
regular safety and soundness examination. The FRB's guidelines also specify that
its  assessment of a bank's  capital  adequacy will include an assessment of the
bank's  interest  rate risk (that is, the bank's  exposure  to  declines  in the
economic value of its capital due to changes in interest  rates) and authorizing
the agency to require a bank to hold  additional  capital for its interest  rate
risk exposure.

     The  FRB  has  adopted   regulations  that  classify   insured   depository
institutions by capital levels and provide that the FRB will take various prompt
corrective  actions to resolve the  problems of any state member bank that fails
to satisfy the capital standards.  Under the regulations,  a  "well-capitalized"
bank is one that is not subject to any regulatory order or directive to meet any
specific  capital level and that has or exceeds the following  capital levels: a
total risk-based  capital ratio of 10%, a Tier 1 risk-based capital ratio of 6%,
and a leverage  ratio of 5%. An "adequately  capitalized"  bank is one that does
not qualify as "well  capitalized"  but meets or exceeds the  following  capital
requirements:  a total  risk-based  capital of 8%, a Tier 1  risk-based  capital
ratio of 4%,  and a  leverage  ratio of either (i) 4% or (ii) 3% if the bank has
the highest composite  examination  rating. A bank not meeting these criteria is
treated as "undercapitalized,"  "significantly undercapitalized," or "critically
undercapitalized" depending on the extent to which the bank's capital levels are
below   these   standards.   A  bank  that   falls   within  any  of  the  three
"undercapitalized"   categories  is  subjected  to  certain  severe   regulatory
sanctions.   As  of  December  31,  1999,   Peoples  Bank  was   categorized  as
"well-capitalized."

                                       14
<PAGE>

     See Item 7,  "Management's  Discussion and Analysis of Financial  Condition
and  Results  of  Operations"  and Note 13 of Notes  to  Consolidated  Financial
Statements  contained in BancTrust's  Annual Report to Stockholders for the year
ended  December  31, 1999  (Exhibit  No. 13),  which is  incorporated  herein by
reference.

     Effects of Governmental  Policy. The earnings and business of BancTrust and
Peoples  Bank  have  been  and  will be  affected  by the  policies  of  various
regulatory  authorities of the United States,  particularly  the FRB.  Important
functions  of the FRB,  in  addition  to those  enumerated  above,  include  the
regulation of the supply of money in light of general economic conditions within
the United States.  The  instruments of monetary  policy employed by the FRB for
these  purposes  influence  in various  ways the overall  level of  investments,
loans,  other extensions of credit and deposits,  and the interest rates paid on
liabilities and received on interest-earning assets.

     Banking is a business  that  depends on  interest  rate  differentials.  In
general,  the  difference  between  the  interest  paid by  Peoples  Bank on its
deposits and its other  borrowings and the interest  received by Peoples Bank on
loans  extended to customers and securities  held in its  investment  portfolios
comprises the major portion of Peoples Bank's  earnings.  The earnings and gross
income of Peoples  Bank thus have been and will be subject to the  influence  of
economic conditions  generally,  both domestic and foreign, and also to monetary
and fiscal policies of the United States and its agencies, particularly the FRB.
The nature and timing of any future changes in such policies and their impact on
Peoples Bank are not predictable.

FORWARD-LOOKING STATEMENTS

     This  Annual  Report on Form 10-K,  including  all  documents  incorporated
herein by reference, contains forward-looking statements.  Additional written or
oral  forward-looking  statements  may be made by BancTrust from time to time in
filings with the  Securities  and Exchange  Commission or  otherwise.  The words
"believe,"  "expect,"  "seek," and  "intend"  and similar  expressions  identify
forward-looking  statements,  which speak only as of the date the  statement  is
made.  Such  forward-looking  statements  are within the meaning of that term in
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities  Exchange Act of 1934, as amended.  Such statements may include,  but
are not limited to, projections of income or loss,  expenditures,  acquisitions,
plans for future  operations,  financing  needs or plans relating to services of
BancTrust,  as well as assumptions  relating to the  foregoing.  Forward-looking
statements  are  inherently  subject to risks and  uncertainties,  some of which
cannot be predicted or quantified. Future events and actual results could differ
materially  from  those  set  forth  in,   contemplated  by  or  underlying  the
forward-looking statements.

     BancTrust does not undertake, and specifically disclaims, any obligation to
publicly  release the results of revisions which may be made to  forward-looking
statements to reflect the occurrence of anticipated or  unanticipated  events or
circumstances after the date of such statements.

ITEM 2.  PROPERTIES

     BancTrust's  principal executive offices and Peoples Bank's main office are
located at 310 Broad Street, Selma, Alabama in a building owned by Peoples Bank.
At March 30,  2000,  Peoples  Bank  maintained  23 branches in Dallas,  Autauga,
Butler,  Bibb,  Elmore,  Shelby,  Tallapoosa  and Lee  counties,  of which 6 are
leased.  Peoples Bank has applied for and received  regulatory  approval for the
establishment of a branch located at 4949 Highway 17 in Helena,  Alabama.  It is
anticipated that the aforementioned branch will open in April 2000.

ITEM 3.  LEGAL PROCEEDINGS

     Management  currently is not aware of any  material  legal  proceedings  to
which  BancTrust or Peoples Bank is a party or to which any of their property is
subject, except as follows:

     William L. Ammons,  d/b/a Ammons  Construction  Company v. Peoples Bank and
Trust Co., Circuit Court of Dallas County, Alabama, Case No.CV-95-295. This case
was filed on October  18,1995.  The Plantiff,  a contractor,  was constructing a
house for a customer of the Bank who had borrowed  construction  monies for that
purpose.  The Bank  customer  sued the  contractor,  alleging  that he failed to
complete the construction. The contractor contended that the Bank owed funds for
the  construction  to him as a  third  party  beneficiary.  He  further

                                       15
<PAGE>

alleged  misrepresentation  by the Bank and sought unspecified  compensatory and
punitive  damages.  The Bank denied the allegations of the complaint.  The owner
and contractor were in separate  litigation over the same issues,  and this case
was put on  administrative  hold pending the outcome of that case.  The Bank has
been advised that the owner and  contractor,  through  mediation or arbitration,
have settled their  disputes in this separate  litigation.  The attorney for the
Plantiff  contractor,  however,  did not seek to place  this  case on an  active
docket.  The Bank is filing a motion to have the case  dismissed  for failure of
the Plantiff to pursue the case. If the Plantiff does intend to pursue the case,
the Bank will vigorously defend it.

     See Note 10 of Notes to  Consolidated  Financial  Statements  contained  in
BancTrust's  Annual Report to Stockholders  for the year ended December 31, 1999
(Exhibit 13) which is incorporated herein by reference.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Not applicable.

EXECUTIVE OFFICERS OF THE REGISTRANT

     RICHARD P.  MORTHLAND,  58, is  currently  Chairman  of the Board and Chief
Executive  Officer of Peoples  Bank and  BancTrust.  Mr.  Morthland  has been an
officer of Peoples Bank since 1965 and a Director since February, 1977.

     ELAM P. HOLLEY,  JR., 49, is currently  President,  Chief Operating Officer
and a Director of Peoples Bank and BancTrust.  Mr. Holley has been an officer of
Peoples Bank since November 1975 and a Director since January, 1988.

     ANDREW C.  BEARDEN,  JR.,  53, is  currently  Executive  Vice  President  -
Operations/Finance  Division of Peoples Bank and  Executive  Vice  President and
Chief Financial Officer of BancTrust.  Prior to assuming his position as manager
of   Operations/Finance   Division,   Mr.   Bearden   served   as   manager   of
Retail/Operations  Division of Peoples  Bank since 1994.  Between 1991 and 1994,
Mr. Bearden  served as Senior Vice  Priesident  and Retail  Division  manager of
Peoples Bank,  having served as Vice  President and Trust Officer prior to 1991.
Mr. Bearden was in private  practice as a certified  public  accountant prior to
his employment with Peoples Bank in 1985.

     JOHN G. CHISOLM,  51, is currently  Executive  Vice  President - Commercial
Division of Peoples Bank. Mr. Chisolm assumed this position in December 1992. He
has been  employed  by Peoples  Bank since  1979,  primarily  in the  commercial
lending area.  Prior to his employment by Peoples Bank, Mr. Chisolm was employed
by American  National Bank and Trust Company,  Chattanooga,  Tennessee for seven
years in its commercial lending division.

     M. SCOTT  PATTERSON,  57, is currently  Executive Vice  President-Financial
Services  Division,  Secretary  and  Investment  Officer  of  Peoples  Bank  and
Secretary of BancTrust.  Mr.  Patterson has been in these positions with Peoples
Bank since November 1985 and with BancTrust since April 1997. Prior to coming to
Peoples Bank in October 1983,  Mr.  Patterson  served for 20 years in the United
States Air Force, retiring as a Lieutenant Colonel.

     LYNN W. SWINDAL, 46, is currently Executive Vice President-Retail  Division
Manager of Peoples Bank. Mrs.  Swindal has been employed with Peoples Bank since
1978, and has held her current  position since December of 1998. Prior to coming
to Peoples Bank,  Mrs.  Swindal was employed at National Bank & Trust Co. in St.
Petersburg, Florida.

     WILLIAM S.  JOHNSON,  50, is  currently  Regional  President  of the Butler
County  Division of Peoples  Bank.  Prior to his coming to Peoples  Bank in June
1993,  Mr.  Johnson was  President  of The Fort  Deposit  Bank in Fort  Deposit,
Alabama for eight years.

     BOBBY  LEACH,  51,  is  currently  Regional  President  of the Bibb  County
Division of Peoples Bank.  Mr. Leach has been in banking over 26 years,  serving
as  President  and  Chief  Executive  Officer  of the  former  Peoples  Bank  of
Centreville for several years.

                                       16
<PAGE>

     JEFFERSON G.  RATCLIFFE,  JR., 38, is currently  Regional  President of the
Prattville/Millbrook Division of Peoples Bank. Mr. Ratcliffe joined Peoples Bank
in 1985.  Before being named to his present  position,  Mr.  Ratcliffe served as
Senior Lender and  Commercial  Lender for the  Prattville/Millbrook  Division of
Peoples Bank.

     MICHAEL A.  TRUELOVE,  37, is  currently  Regional  President of the Shelby
County Division of Peoples Bank. Mr. Truelove joined Peoples Bank in November of
1996, and assumed his current position in March of 1998.  Before joining Peoples
Bank, Mr.  Truelove  served as Consumer Loan Product Manager for Compass Bank in
Birmingham, Alabama.

     DAVID W. BAGGETT, JR., 35, is currently Regional President of the Tallassee
Division of Peoples Bank. Mr. Baggett joined Peoples Bank in July of 1998. Prior
to  joining  Peoples  Bank,  Mr.  Baggett  served  as  President  of The Bank of
Tallassee, inTallassee, Alabama.

     JAMES B.  HURST,  44, is  currently  Regional  President  of the Lee County
Division of Peoples  Bank.  Mr. Hurst joined  Peoples Bank in September of 1998.
Prior to joining  Peoples  Bank,  Mr. Hurst was  President  and Chief  Executive
Officer of Eagle Bank of Alabama, in Opelika, Alabama.

     Richard P. Morthland and M. Scott Patterson are brothers-in-law.

     All  officers  serve  at the  discretion  of the  boards  of  directors  of
BancTrust or Peoples Bank.  There are no known  arrangements  or  understandings
between any officer and any other  person  pursuant to which he or she was or is
to be selected as an officer.

                                     PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     For information concerning holders of common stock, high and low prices and
frequency  and amount of  dividends  on  BancTrust's  Common  Stock,  see "Stock
Dividend and Price  Information",  which is incorporated  herein by reference to
BancTrust's  Annual Report to Stockholders  for the year ended December 31, 1999
(Exhibit No. 13).

     Although BancTrust has no established policy regarding dividends, BancTrust
and Peoples Bank, prior to its acquisition by BancTrust in April 1985, have paid
regular  dividends in recent years.  There can be no assurance,  however,  as to
whether, or in what amounts, BancTrust might declare dividends in the future, or
whether such  dividends,  once  declared,  will continue.  Future  dividends are
subject to the  discretion  of the Board of Directors  and depend on a number of
factors,   including  future   earnings,   financial   condition,   and  capital
requirements, along with economic and market conditions.

     The  primary  source  of  BancTrust's  revenues  (including  funds  to  pay
dividends) is dividends from the Bank. Alabama law imposes certain  restrictions
on the ability of  BancTrust  and  Peoples  Bank to pay  dividends.  See Item 1.
"Business--Regulation, Supervision and Governmental Policy" and Note 13 of Notes
to Consolidated  Financial  Statements contained in BancTrust's Annual Report to
Stockholders  for the year  ended  December  31,  1999  (Exhibit  13),  which is
incorporated herein by reference.

ITEM 6.  SELECTED FINANCIAL DATA

     The  information  set forth  under the  caption  "Five Year  Comparison  of
Selected  Financial Data" in BancTrust's  Annual Report to Stockholders  for the
year  ended  December  31,  1999  (Exhibit  No.  13) is  incorporated  herein by
reference.

                                       17
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

     The  information set forth under the caption  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" in BancTrust's Annual
Report to Stockholders  for the year ended December 31, 1999 (Exhibit No. 13) is
incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  information set forth under the caption  "Management's  Discussion and
Analysis of Financial Condition and Results of Operations" in BancTrust's Annual
Report to Stockholders  for the year ended December 31, 1999 (Exhibit No. 13) is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     BancTrust's  Consolidated  Financial  Statements  together with the related
notes  and  the  report  of   PricewaterhouseCoopers   LLP,  independent  public
accountants,  all as set forth in BancTrust's  Annual Report to Stockholders for
the year ended  December 31, 1999 (Exhibit No. 13), are  incorporated  herein by
reference.

ITEM 9.  CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

     Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information regarding directors of BancTrust is omitted from this Report as
BancTrust has filed a definitive  proxy  statement dated March 17, 2000, and the
information    included    therein    under    "Proposal   I   -   Election   of
Directors-Directors" is incorporated herein by reference.  Information regarding
the executive officers of BancTrust is included under separate caption in Part I
of this Form 10-K.  Item 405 of Regulation  S-K  disclosure is omitted from this
Report as BancTrust has filed a definitive proxy statement dated March 17, 2000,
and the Item 405 disclosure  therein under "Section 16(a)  Beneficial  Ownership
Reporting Compliance" is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

     Information regarding executive compensation is omitted from this Report as
BancTrust has filed a definitive  proxy  statement dated March 17, 2000, and the
information  included  therein  under  "Proposal I - Election of  Directors"  is
incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     Information  required by this Item is omitted from this Report as BancTrust
has filed a definitive proxy statement dated March 17, 2000, and the information
included therein under "Stock Ownership of Management" and "Principal Holders of
Common Stock" is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     Information  required by this Item is omitted from this Report as BancTrust
has filed a definitive proxy statement dated March 17, 2000, and the information
included  therein  under  "Proposal  I  -  Election  of  Directors--Compensation
Committee Interlocks and Insider Participation" and "--Certain  Transactions" is
incorporated herein by reference.

                                       18
<PAGE>
                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a)(1)  The  following   consolidated  financial  statements  of  BancTrust
included in the Annual Report to  Stockholders  for the year ended  December 31,
1999,  are  incorporated  herein  by  reference  in Item 8 of this  Report.  The
remaining  information  appearing in the Annual  Report to  Stockholders  is not
deemed to be filed as part of this Report, except as expressly provided herein.

     1.   Report of Independent Accountants.

     2.   Consolidated Balance Sheets - December 31, 1999 and 1998.

     3.   Consolidated  Statements  of Income for the Years Ended  December  31,
          1999, 1998 and 1997.

     4.   Consolidated  Statements of  Comprehensive  Income for the Years Ended
          December 31, 1999, 1998 and 1997.

     5.   Consolidated  Statements  of Changes in  Stockholders'  Equity for the
          Years Ended December 31, 1999, 1998 and 1997.

     6.   Consolidated Statements of Cash Flows for the Years Ended December 31,
          1999, 1998 and 1997.

     7.   Notes to Consolidated Financial Statements.

     (a)(2)  All  schedules  for  which  provision  is  made  in the  applicable
accounting  regulations  of the  Securities  and  Exchange  Commission  are  not
required under the related  instructions or are  inapplicable and therefore have
been omitted.

     (a)(3) The  following  exhibits  either are filed as part of this Report or
are incorporated herein by reference:

          Exhibit No. 2(i).  Agreement  and Plan of  Reorganization  dated as of
          December 2, 1997, by and among The Peoples  BancTrust  Company,  Inc.,
          The Peoples Bank and Trust Company,  Merchants & Planters  Bancshares,
          Inc. and Merchants & Planters Bank - incorporated  herein by reference
          to  Exhibit  2 to the  Registrant's  Current  Report on Form 8-K dated
          December 5, 1997.

          Exhibit No.  2(ii).  Agreement  and Plan of Merger and  Reorganization
          dated as of December  11,  1997,  by and among The  Peoples  BancTrust
          Company,  Inc.,  The Peoples  Bank and Trust  Company,  Elmore  County
          Bancshares  and The  Bank of  Tallahassee  -  incorporated  herein  by
          reference to Exhibit 2 to the Registrant's Current Report on `Form 8-K
          dated December 15, 1997.

          Exhibit No. 3. Articles of Incorporation and Bylaws

          (i)  Articles of  Incorporation - incorporated  herein by reference to
               Exhibit 3(i) to the  Registrant's  Annual Report on Form 10-K for
               the year ended December 31, 1997.

          (ii) Bylaws,

                                       19
<PAGE>
          Exhibit No. 10. Stock Option Plans

          (i)  1992 Stock  Option Plan -  Incorporated  herein by  reference  to
               Exhibit 10 to the Registrant's Annual Report on Form 10-K for the
               year ended December 31, 1992.

          (ii) 1999 Stock  Option Plan -  Incorporated  herein by  reference  to
               Exhibit 99.1 to the Registrant's  Registration  Statement on Form
               S-8 (File No. 333-77109).

          Exhibit No. 13. Annual Report to Stockholders

          Except for those portions of the Annual Report to Stockholders for the
          year ended December 31, 1999, which are expressly  incorporated herein
          by reference,  such Annual Report is furnished for the  information of
          the Commission and is not to be deemed "filed" as part of this Report.

          Exhibit No. 21. Subsidiaries of the Registrant

          A list of  subsidiaries of the Registrant is included as an exhibit to
          this Report.

          Exhibit No. 23. Consent of PricewaterhouseCoopers LLP

          Exhibit No. 27. Financial Data Schedule (SEC use only)

     (b) None.

     (c) Exhibits to this Form 10-K are attached or incorporated by reference as
stated above.

     (d) None.

                                       20
<PAGE>
                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
behalf by the undersigned, thereunto duly authorized.

                                         THE PEOPLES BANCTRUST COMPANY, INC.
                                                     (Registrant)



Date:  March 30, 2000                    By /s/ Richard P. Morthland
                                           ---------------------------
                                            Richard P. Morthland
                                            Chairman of the Board and
                                            Chief Executive Officer

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities indicated and on the dates indicated.

DATE:    SIGNATURE AND TITLE:


/s/ Richard P. Morthland
------------------------------------                          March 30, 2000
Richard P. Morthland
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)


/s/ Andrew C. Bearden, Jr.
------------------------------------                          March 30, 2000
Andrew C. Bearden, Jr.
Executive Vice President and
Chief Financial Officer


/s/ Thomas P. Wilbourne
------------------------------------                          March 30, 2000
Thomas P. Wilbourne
Assistant Vice President and Assistant Treasurer
(Principal Accounting Officer)


/s/ Clyde B. Cox, Jr.
------------------------------------                          March 30, 2000
Clyde B. Cox, Jr.
Director


/s/ John Crear
------------------------------------                          March 30, 2000
John Crear
Director


/s/  Arnold B. Dopson
------------------------------------                          March 30, 2000
Arnold B. Dopson
Director

                                       21
<PAGE>

/s/ Harry W. Gamble, Jr.
------------------------------------                          March 30, 2000
Harry W. Gamble, Jr.
Director


/s/ Ted M. Henry
------------------------------------                          March 30, 2000
Ted M. Henry
Director


/s/ Elam P. Holley, Jr.
------------------------------------                          March 30, 2000
Elam P. Holley, Jr.
Director, President and
Chief Operating Officer


/s/ Edith M. Jones
------------------------------------                          March 30, 2000
Edith M. Jones
Director


/s/ A.D. Lovelady
------------------------------------                          March 30, 2000
A.D. Lovelady
Director


/s/ Thomas E. Newton
------------------------------------                          March 30, 2000
Thomas E. Newton
Director


/s/ Walter Owens
------------------------------------                          March 30, 2000
Walter Owens
Director


/s/ David Y. Pearce
------------------------------------                          March 30, 2000
David Y. Pearce
Director


/s/ C. Earnest Smith
------------------------------------                          March 30, 2000
C. Ernest Smith
Director


/s/ Julius E. Talton,Jr.
------------------------------------                          March 30, 2000
Julius E. Talton, Jr.
Director


/s/ Daniel P. Wilbanks
------------------------------------                          March 30, 2000
Daniel P. Wilbanks
Director

                                       22