<PAGE>

                      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, 2000

                                      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 Identification No.)
incorporation or organization)

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 ($13.75 per share) at which the
stock was sold on March 19, 2001, was approximately $48,581,000.  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 19, 2001, 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, 2000.

Part III:
Portions of the definitive proxy statement for the Annual Meeting of the
Shareholders.
<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, Tallapoosa, Elmore, Lee and Tuscaloosa
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, night
depository, internet banking 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 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, Helena, Eclectic, North Bibb,
Opelika and Tuscaloosa, Alabama.  BancTrust's telephone number is (334) 875-
1000.

Proposed Merger

     On January 17, 2001 BancTrust and South Alabama Bancorporation ("South
Alabama") announced that they would combine in a "merger of equals" transaction
pursuant to an Agreement and Plan of Merger ("Merger Agreement") dated as of
January 17, 2001. Pursuant to the Merger Agreement, BancTrust would have merged
into South Alabama with South Alabama as the surviving corporation ("Merger"),
whose name would have then been changed to "The Peoples BancTrust Company, Inc."
At the effective time of the Merger, each share of BancTrust's issued and
outstanding common stock was to be converted to 1.35 shares of South Alabama's
common stock (or cash in lieu of fractional shares). The Merger, which was
approved by the boards of directors of both companies, was subject to normal
regulatory approvals and the approval of the shareholders of the Company and
South Alabama.

     In connection with the excecution of the Merger Agreement, BancTrust and
South Alabama entered into (a) an option agreement pursuant to which South
Alabama granted BancTrust an option to purchase up to 19.9% of South Alabama's
shares, exercisable at $8.625 per share under certain circumstances (the "South
Alabama Option Agreement"), and (b) an option agreement pursuant to which
BancTrust granted South Alabama an option to purchase up to 19.9% of BancTrust's
shares, exercisable at $12.435 per share under certain circumstances (the
"BancTrust Agreement").

                                       2
<PAGE>

     The South Alabama Option Agreement and the BancTrust Option Agreement are
Exhibits A and B respectively, to the Merger Agreement filed as Exhibit 2.1 to
the Current Report on Form 8-K dated January 17, 2001, which is incorporated
herein by reference.

     On March 27, 2001, the parties mutually agreed to terminate the
aforementioned Merger Agreement, via execution of a Termination Agreement dated
as of March 27, 2001, which is Exhibit 2.1 to the Current Report on Form 8-K
dated March 27, 2001, which is incorporated herein by reference.

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,
                                   ---------------------------------------------------------
                                     2000        1999        1998        1997         1996
                                     ----        ----        ----        ----         ----
                                                         (In thousands)
<S>                                <C>         <C>         <C>         <C>          <C>
Commercial and industrial          $140,410    $127,071    $116,783    $103,090     $ 91,808
Real estate - mortgage(1)           244,143     200,996     120,918     106,222       88,090
Personal                             89,900      99,857     110,306      89,807       86,491
Overdrafts and credit line            2,384      10,767      10,786       7,367        5,261
                                   ---------------------------------------------------------
Total loans                        $476,837    $438,691    $358,793    $306,486     $271,650
                                   =========================================================
Less:
Unearned discount                  $  2,039    $  1,959    $  2,154    $    753     $  2,349
Allowance for loan losses             6,072       5,333       4,291       3,446        3,173
                                   ---------------------------------------------------------
Total loans, net                   $468,726    $431,399    $352,348    $302,287     $266,128
                                   =========================================================
</TABLE>

_________________
(1) Includes real estate-construction loans.

     The above loans include agricultural loans totaling approximately $13.6
million, $22.4 million, $21.9 million, $17.1 million and $16.6 million at
December 31, 2000, 1999, 1998, 1997 and 1996, 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 of 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, 2000 (Exhibit No. 13), which is incorporated herein by
reference.

     Loan Maturities.  The following table reflects at December 31, 2000 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               $  92,984       $ 21,323    $  22,615        $   3,488    $ 140,410
Real estate-mortgage                       63,309         38,485       59,377           82,972      244,143
Personal, overdrafts and
  credit lines                             12,652         12,645       59,980            7,007       92,284
                                      ---------------------------------------------------------------------
                                        $ 168,945       $ 72,453    $ 141,972        $  93,467    $ 476,837
                                      =====================================================================

Loans with fixed interest rates         $  28,986       $ 28,431    $  81,247        $  80,731    $ 219,395
Loans with variable interest rates        139,959         44,022       60,725           12,736      257,442
                                      ---------------------------------------------------------------------
                                        $ 168,945       $ 72,453    $ 141,972        $  93,467    $ 476,837
                                      =====================================================================
</TABLE>


     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, 2000, commercial and
industrial loans outstanding totaled $140.0 million, or 29.45% of BancTrust's
total 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. BancTrust's residential mortgage loans, the
majority of which consist of loans secured by owner-occupied, single-family
residences, totaled approximately $104 million at December 31, 2000. Commercial,
construction and development and other real estate mortagage loans comprised the
balance of the real estate mortgage loan portfolio at December 31, 2000.
BancTrust had $244.0 million, or 51.20% of its total loan portfolio, in real
estate mortgage loans at December 31, 2000.

     Personal Loans.  At December 31, 2000, BancTrust's personal loan portfolio
     --------------
totaled $92.0 million, or 19.35% of BancTrust's total net loan portfolio.
BancTrust's personal loan portfolio is comprised of automobile loans (including
automobile loans originated 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. These loans tend to be significantly
effected by the local economy. Furthermore, BancTrust has experienced increased
competition from non-banking institutions in the consumer credit market, as well
as redutions in the credit quality of personal loan applications. Management has
elected to reduce its focus on personal loan originations, as well as increase
that portion of its total allowance for loan losses attributable to the personal
loan portfolio.

     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 other 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, 2000,
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 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,
                                                                ---------------------------------------------------------
                                                                  2000         1999        1998        1997        1996
                                                                  ----         ----        ----        ----        ----
                                                                                       (In thousands)
<S>                                                             <C>          <C>         <C>         <C>         <C>
Loans accounted for on a nonaccrual basis....................   $  2,442     $  2,840    $  3,888    $  1,733    $  2,048

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......................         65           71         187          69         294

The gross interest income that would have been recorded
in the year then ended 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 year.....................................................        161          310         162          57          77

The amount of interest income on nonaccrual and
retructured loans that was included in net income for
the year.....................................................   $     22     $     42    $     58    $     26    $     27
</TABLE>

     Management of BancTrust has identified certain loans totaling approximately
$16.6 million at December 31, 2000 (including loans identified in the above
table) which it has determined require special attention due to potential
weaknesses. The largest five loans aggregated approximately $11.4 million and
ranged in size from $538,000 to $6,261,000. 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, 2000 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.........   $  4,482
                 Collateralized by Other (1)...........     10,246
                 Unsecured.............................          -
                                                          --------
                 Total Commercial and Industrial.......     14,728
                                                          --------

               Real Estate-Mortgage and Personal:
                 Collateralized by Real Estate.........      1,573
                 Collateralized by Other (1)...........        256
                 Unsecured.............................         70
                                                          --------
                 Total Real Estate-Mortgage............      1,899
                                                          --------
                 Total.................................   $ 16,627
                                                          ========

____________
(1) Includes approximately $1.2 million of loans collateralized by accounts
    receivable, inventory, furniture and fixtures and automobile dealer floor
    plans.

     Loan Loss Experience.  Note 1 of Notes to Consolidated Financial Statements
     --------------------
contained in BancTrust's Annual Report to Stockholders for the year ended
December 31, 2000 (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 to absorb all probable 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)
                                                         2000          1999          1998          1997          1996
                                                         ----          ----          ----          ----          ----
<S>                                                   <C>           <C>           <C>           <C>           <C>
Balance at beginning of year                          $ 5,333       $ 4,291       $ 3,446       $ 3,173       $ 2,701

Charge-offs:
Commercial and industrial                               1,367         1,252         1,622           346           390
Real estate-mortgage (1)                                  339           129            19            66            40
Personal                                                1,951         3,062         1,739         1,974         1,892
Overdrafts and credit lines                               115            73            68            30            57
                                                      ---------------------------------------------------------------
Total charge-offs                                       3,772         4,516         3,448         2,416         2,379

Recoveries:
Commercial and industrial                                 219           191           524            71            64
Real estate-mortgage (1)                                  178            22            96            38            45
Personal                                                  820           805           738           702           622
Overdrafts and credit lines                                17            20             7            11             6
                                                      ---------------------------------------------------------------
Total recoveries                                        1,234         1,038         1,365           822           737

Net charge-offs                                        (2,538)       (3,478)       (2,083)       (1,594)       (1,642)
Provision charged to operations                         3,277         4,520         2,336         1,867         2,114
Additions due to acquisition                                -             -           592             -             -
                                                      ---------------------------------------------------------------
Balance at end of year                                $ 6,072       $ 5,333       $ 4,291       $ 3,446       $ 3,173
                                                      ===============================================================

Ratio of net charge-offs to average loans
outstanding, net of unearned discounts, during
the period                                               0.57%         0.90%         0.67%         0.59%         0.69%
                                                      ===============================================================
</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,
                                 -------------------------------------------------------
                                       2000              1999                 1998
                                       ----
                                 ---------------    ---------------     ----------------
                                                 (Dollars in thousands)
                                   %      Amount      %      Amount       %       Amount
                                  ---     ------     ---     ------      ---      ------
<S>                              <C>      <C>       <C>      <C>        <C>       <C>
Commercial and industrial          29%    $1,777      33%    $1,771       28%     $1,201
Real estate mortgage (1)            2%       123       3%       180        5%        215
Personal                           69%     4,172      62%     3,292       65%      2,789
Overdraft and credit line           0%         -       2%        90        2%         86
                                 ---------------    ---------------     ----------------
Total allowance                   100%    $6,072     100%    $5,333      100%     $4,291
                                 ===============    ===============     ================
</TABLE>

                                 ----------------------------------
                                       1997              1998
                                 ---------------    ---------------
                                      (Dollars in thousands)
                                   %      Amount       %     Amount
                                  ---     ------      ---    ------
Commercial and industrial          33%    $1,138      26%    $  817
Real estate mortgage (1)           16%       552      17%       553
Personal                           50%     1,724      55%     1,752
Overdraft and credit line           1%        32       2%        51
                                 ---------------    ---------------
Total allowance                   100%    $3,446     100%    $3,173
                                 ===============    ===============


(1)  Includes real estate-construction loans.

                                       7
<PAGE>

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, 2000 (Exhibit No. 13), which is
incorporated herein by reference.  There were no securities classified as held-
to-maturity or trading at December 31, 2000, 1999 and 1998.  The following table
sets forth the amount of securities available-for-sale by major categories held
by BancTrust at December 31, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                                                   At December 31,
                                                        --------------------------------------
                                                          2000           1999          1998
                                                          ----           ----          ----
Securities Available for Sale                                        (In thousands)
-----------------------------
<S>                                                     <C>            <C>           <C>
U.S. Treasury, U.S. Agencies and corporations           $  84,755      $  81,001     $ 102,781
Obligations of states and political subdivisions            2,105          2,198         4,582
Corporate and other securities                             45,045         36,360        30,208
                                                        --------------------------------------
                                                        $ 131,905      $ 119,559     $ 137,571
                                                        ======================================
</TABLE>

     Corporate and other securities as of December 31, 2000, were comprised of
the following:

                                                      Securities
                                                      Available
                                                       For Sale
                                                    --------------
                                                    (In thousands)

Corporate notes...................................      $   2,985
Mortgage backed securities........................         33,798
Mutual funds......................................          4,424
Common stock......................................          3,838
                                                    -------------
                                                        $  45,045
                                                    =============


     All corporate notes are rated A1 to AAA. All mortgage backed securities
obligations are either guaranteed by the Federal National Mortgage Association,
the Government 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, 2000, 1999 and 1998, see Note 5 of Notes to
Consolidated Financial Statements contained in BancTrust's Annual Report to
Stockholders for the year ended December 31, 2000 (Exhibit No. 13), which is
incorporated herein by reference.

     Maturity Distributions of Securities.  The following table sets forth the
     ------------------------------------
distributions of maturities of securities at amortized cost as of December 31,
2000.

                                       8
<PAGE>

<TABLE>
<CAPTION>
                                                                   Maturity
                                    -----------------------------------------------------------------------

                                    0-3 Months   4-12 Months    Over 1 to 5     Over 5 to 10        Over 10    No Specific
                                    ----------   -----------    -----------     ------------        -------
                                                                   Years            years            years       Due Date
                                                                   -----            -----            -----       --------
                                                                    (Dollars in thousands)
<S>                                 <C>          <C>            <C>             <C>            <C>             <C>
U.S. Treasury, U.S. agencies and      $  3,700     $  12,319      $  68,852        $       -       $       -      $      -
 corporations
Obligations of states and                  100             -          1,315              415             250             -
 political subdivisions
Corporate and other securities              22         1,007          5,141            2,747          28,152         8,264
                                    --------------------------------------------------------------------------------------
Total                                 $  3,822     $  13,326      $  75,308        $   3,162       $  28,402      $  8,264
                                    ======================================================================================
Weighted average yield(1)                 5.51%         5.50%          6.08%            6.18%           5.89%         5.94%
                                    ======================================================================================
</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, 2000, 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, 2000
(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, the U.S. Government and
other depository institutions. As of December 31, 2000, BancTrust's total
deposits were $536.2 million. BancTrust was in receipt of $15 million in
brokered time deposits at December 31, 2000.

     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, 2000.

<TABLE>
<CAPTION>
  Maturity Period                 Certificates of   Other Time
  ---------------                     Deposit        Deposits
                                  ----------------------------
                                         (In Thousands)
  <S>                             <C>               <C>
  Three months or                     $    10,936    $       -
  less..........................
  Over three through six                   24,047            -
  months........................
  Over six through twelve                  30,620        1,978
  months........................
  Over twelve months............            9,235          254
                                  ----------------------------
                                      $    74,838    $   2,231
                                  ============================
</TABLE>

                                       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,
                                          -----------------------------------------------------------------------
                                                   2000                     1999                    1998
                                          ---------------------    ---------------------    ---------------------
                                           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      $   61,806      0.00%    $   67,193      0.00%    $   64,735      0.00%
Interest bearing demand deposits             116,657      2.85%       106,806      2.53%        96,687      2.88%
Savings deposits                              41,917      2.36%        45,434      2.48%        44,281      3.00%
Time deposits                                283,880      5.80%       249,952      5.02%       228,347      5.43%
                                          ----------               ----------               ----------
Total deposits                            $  504,260      4.70%    $  469,385      3.49%    $  434,050      3.80%
                                          ==========               ==========               ==========
</TABLE>

Borrowings

     BancTrust utilizes borrowings as a source of funds, allbeit to a much
lesser extent than deposits. The primary source of borrowed funds for BancTrust
is the Federal Home Loan Bank of Atlanta (FHLB), of which BancTrust is a member.
At December 31, 2000, BancTrust had borrowed funds outstanding with FHLB of
approximately $57,219,000. BancTrust also, from time to time, borrows funds on a
short-term or overnight basis, to meet current or immediated funding needs.
These short-term borrowings are referred to as "Federal funds purchased and
securities sold under agreements to repurchase". At December 31, 2000, BancTrust
had federal funds sold and securities purchased under agreements to resell of
approximately $5,733,000. For information regarding borrowed funds at December
31, 2000, see Note 8 of Notes to Consolidated Financial Statements contained in
BancTrust's Annual Report to Stockholders for the year ended December 31, 2000
(Exhibit No. 13), which is incorporated herein by reference.

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 deposit funds.

     Under the federal Bank Holding Company Act of 1956, 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 federal and
Alabama law, the FRB may not approve the acquisition of a bank in Alabama if
such bank has not

                                       10
<PAGE>

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 federal banking agencies are authorized 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 authorizes Alabama banks to
participate in interstate mergers in accordance with the Riegle-Neal Act.

Employees

     As of December 31, 2000, BancTrust employed 332 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 considers that BancTrust's 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, 2000, 1999 and 1998.

<TABLE>
<CAPTION>
                                             Year Ended December 31,
                                          -----------------------------
                                             2000      1999      1998
                                             ----      ----      ----
<S>                                       <C>         <C>       <C>
Return on assets:
 Net income/average total assets             0.97%     0.92%     1.02%
Return on equity:
 Net income/average equity                  10.17%     9.30%     9.68%
Dividend payout ratio:
 Dividends declared per share/net           31.36%    33.50%    31.86%
  income per share
Equity to assets ratio:
 Average equity/average total assets         9.53%     9.90%    10.50%
</TABLE>


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.  The Gramm-Leach-Bliley Act of 1999
     -----------------------------------
(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.  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 and state banks (assuming they have the requisite investment
authority under state law) are also authorized by the GLB Act to engage, through
"financial subsidiaries," in any activity that is permissible for a

                                       11
<PAGE>

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 otherwise permitted by law), (iii) insurance company portfolio
investments and (iv) merchant banking. The authority of a 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 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.

     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 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

                                       12
<PAGE>

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 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 2001 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, 2000.  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.

     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 a 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.

                                       13
<PAGE>

     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, 2000, Peoples Bank was categorized as "well-
capitalized."

     See Item 7, "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and Note 14 of Notes to Consolidated Financial
Statements contained in BancTrust's Annual Report to Stockholders for the year
ended December 31, 2000 (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

                                       14
<PAGE>

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 20, 2001, Peoples Bank maintained 24 branches in Dallas, Autauga,
Butler, Bibb, Elmore, Shelby, Tallapoosa, Lee and Tuscaloosa counties, of which
7 are leased.  Peoples Bank has applied for and received regulatory approval for
the establishment of a branch located at 429 North Dear Street, Auburn, Alabama.
It is currently anticipated that the aforementioned branch will open in April
2001.


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:

     Shelton Trent Merriweather v. The Peoples Bank and Trust Company, et al,
     -----------------------------------------------------------------------
Circuit Court of Butler County, Alabama.  This complaint was served on the Bank
in October 2000.  The complaint claims unspecified amounts of compensatory and
punitive damages based on a mortgage loan and sale of life insurance to the
plaintiff by the Bank, which occurred in July 1994.  The allegations of the
complaint aver, in general, that the defendants charged the plaintiff, without
his permission, for credit life insurance, which he never received and that the
defendant Bank amortized the plaintiff's mortgage at an amount higher than what
he was told was the amount of the loan.  The complaint avers that the actions of
the defendants constitute negligence, wanton and/or fraudulent conduct,
misrepresentations, suppression, deception, breach of contract, and conspiracy.
The Bank considers the case to be without merit, as well as being barred by the
applicable statute of limitations.

     While Peoples Bank denies liability in the above case, the possibility of
exposure to liability exists.  To date, the plaintiff in the lawsuit has not
specified any alleged actual or compensatory damages.  The level of potential
exposure for compensatory damages increases if a plaintiff establishes at trial
mental anguish or emotional distress from the actions complained of.  Also,
substantial punitive damages have been awarded in the State of Alabama in cases
where relatively small amounts of actual damages have occurred, and jury
verdicts within the State of Alabama have been unpredictable in this regard.
Consequently, although the Company cannot estimate with certainty, at this time,
the eventual outcome or potential exposure in the above case, the Company does
not currently anticipate that the ultimate liability arising from such
proceeding will have a materially adverse effect on the Company's financial
statements.


                                       15
<PAGE>

     See Note 11 of Notes to Consolidated Financial Statements contained in
BancTrust's Annual Report to Stockholders for the year ended December 31, 2000
(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, 59, 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., 50, 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., 54, 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.

     Gerald F. Holley, 57, is currently Executive Vice President and Head of the
Lending Division of Peoples Bank, and Executive Vice President and Assistant
Secretary of BancTrust.  Prior to assuming his current position in July 2000,
Mr. Holley served as Senior Vice President of Operatoins for Colonial BancGroup
in Montgomery, Alabama from 1998 to 2000, and President of the Chattahoochee
Valley Area Banks of Colonial BancGroup from 1993 to 1998.  Mr. Holley began his
banking career in Anniston, Alabama in 1962.

     Terry L. Pritchett, 50, is currently Senior Vice President and Auditor of
both Peoples Bank and BancTrust.  Mrs. Pritchett joined Peoples Bank in April of
1984 as Auditor.  Prior to April 1984, Mrs. Pritchett served as Vice President
of Operations for SouthTrust Bank in Selma Alabama.

     John G. Chisolm, 52, 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, 58, 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, 47, 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, 51, 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, 52, 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., 39, 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, 38, 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., 36, 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, in Tallassee, Alabama.

     James B. Hurst, 45, 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.

     Owen Skinner, 52, is currently Regional President of the Tuscaloosa County
Division of Peoples Bank. Prior to joing Peoples Bank, Mr. Skinner served as
Executive Vice President of National Bank of Commerce in Tuscaloosa, Alabama
from January of 1999 to March of 2000, and as President and Chief Operating
Officer of National Bank of the South in Tuscaloosa, Alabama from March 1995 to
December 1998.  Mr. Skinner also served as Chief of Staff to the Leiutenant
Govonor of the State of Alabama from March 1993 to March 1995.

     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, see "Stock Dividend and Price Information" in
BancTrust's Annual Report to Stockholders for the year ended December 31, 2000
(Exhibit No. 13) which is incorporated herein by reference.

     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 14 of Notes
to Consolidated Financial Statements contained in BancTrust's Annual Report to
Stockholders for the year ended December 31, 2000 (Exhibit 13), which is
incorporated herein by reference.

                                       17
<PAGE>

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, 2000 (Exhibit No. 13) is incorporated herein by
reference.

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, 2000 (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, 2000 (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 of which are forth in BancTrust's Annual Report to Stockholders
for the year ended December 31, 2000 (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 intends to file a definitive proxy statement not later than 120 days
after December 31, 2000, and the information to be included therein 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
will file a definitive proxy statement dated not later than 120 days after
December 31, 2000, and the Item 405 disclosure to be included therein will
incorporated herein by reference.

ITEM 11.  EXECUTIVE COMPENSATION

     Information regarding executive compensation is omitted from this Report as
BancTrust will file a definitive proxy statement dated not later than 120 days
after December 31, 2000 and the information to be included therein 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
will file a definitive proxy statement dated not later than 120 after December
31, 2000, and the information to be included therein is incorporated herein by
reference.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                                       18
<PAGE>

     Information required by this Item is omitted from this Report as BancTrust
will file a definitive proxy statement dated not later than 120 days after
December 31, 2000, and the information to be included therein is incorporated
herein by reference.

                                    PART IV

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

     (a)(1) The following consolidated financial statements of BancTrust in the
Annual Report to Stockholders for the year ended December 31, 2000, are
incorporated herein by reference in Item 8 of this Report.

            1.  Report of Independent Accountants.

            2.  Consolidated Balance Sheets - December 31, 2000 and 1999.

            3.  Consolidated Statements of Income for the Years Ended December
                31, 2000, 1999 and 1998.

            4.  Consolidated Statements of Comprehensive Income for the Years
                Ended December 31, 2000, 1999 and 1998.

            5.  Consolidated Statements of Changes in Stockholders' Equity for
                the Years Ended December 31, 2000, 1999 and 1998.

            6.  Consolidated Statements of Cash Flows for the Years Ended
                December 31, 2000, 1999 and 1998.

            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. 2(iii). Agreement of Plan of Merger dated as of January
            17, 2001, by and between The Peoples BancTrust Company, Inc. and
            South Alabama Banccorporation, Inc. - incorporated herein by
            reference to Exhibit 2.1 the the Registrant's Current Report on Form
            8-K, dated January 17, 2001.

            Exhibit No. 2(iv). Termination Agreement dated as of March 27, 2001,
            by and between The Peoples BancTrust Company, Inc. and South Alabama
            Banccorporation, Inc. - incorporated herein by reference to Exhibit
            2.1 to the Registrant's Current Report on Form 8-K, dated March 27,
            2001.

            Exhibit No. 3. Articles of Incorporation and Bylaws
                           ------------------------------------

                                       19
<PAGE>

            (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 - incorporated herein by reference to Exhibit 3(ii) to
                   the Registrant's Annual Report on Form 10-K for the year
                   ended December 31, 1999.


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

            Portions of the Annual Report to Stockholders for the year ended
            December 31, 2000, which are expressly incorporated herein by
            reference.


            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


       (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 28, 2001                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 28, 2001
--------------------------------
Richard P. Morthland
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)


/s/ Andrew C. Bearden, Jr.                           March 28, 2001
--------------------------------
Andrew C. Bearden, Jr.
Executive Vice President and
Chief Financial Officer


/s/ Thomas P. Wilbourne                              March 28, 2001
--------------------------------
Thomas P. Wilbourne
Assistant Vice President and Controller
(Principal Accounting Officer)


/s/ Clyde B. Cox Jr.                                 March 28, 2001
--------------------------------
Clyde B. Cox, Jr.
Director


/s/ John Crear                                       March 28, 2001
--------------------------------
John Crear
Director


/s/ Arnold B. Dopson                                 March 28, 2001
--------------------------------
Arnold B. Dopson
Director

                                       21
<PAGE>

/s/ Harry W. Gamble, Jr.                             March 28, 2001
--------------------------------
Harry W. Gamble, Jr.
Director


/s/ Ted M. Henry                                     March 28, 2001
--------------------------------
Ted M. Henry
Director


/s/ Elam P. Holley, Jr.                              March 28, 2001
--------------------------------
Elam P. Holley, Jr.
Director, President and
Chief Operating Officer


/s/ Edith M. Jones                                   March 28, 2001
--------------------------------
Edith M. Jones
Director


/s/ Thomas E. Newton                                 March 28, 2001
--------------------------------
Thomas E. Newton
Director


/s/ Walter Owens                                     March 28, 2001
--------------------------------
Walter Owens
Director


/s/ David Y. Pearce                                  March 28, 2001
--------------------------------
David Y. Pearce
Director


/s/ Julius E. Talton, Jr.                            March 28, 2001
--------------------------------
Julius E. Talton, Jr.
Director


/s/ Daniel P. Wilbanks                               March 28, 2001
--------------------------------
Daniel P. Wilbanks
Director

                                       22