<PAGE>

                    U. S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    Form 10-Q
(Mark one)
   [X]         QUARTERLY REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 2001
                                                 -------------------------------

   [ ]        TRANSITION REPORT PURSUANT SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              For the transition period from ________________ to _______________

                         Commission file number 33-88802
                                                --------------------------------

                          PEOPLES FINANCIAL CORP., INC.
 -------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

         Pennsylvania                                     25-1469914
-------------------------------                ---------------------------------
(State or other jurisdiction of                (IRS Employer Identification No.)
incorporation or organization)

               Ford Street and Fourth Avenue, Ford City, PA 16226
--------------------------------------------------------------------------------
                    (Address of principal executive offices)


                                 (724) 763-1221
--------------------------------------------------------------------------------
                           (Issuer's telephone number)


              (Former name, former address and former fiscal year,
                         if changed since last report)

         Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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 XX No____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable dates: May 1, 2001
                                                      -----------

         As of May 1, 2001, there were 1,665,412 shares of the Registrant's
common stock, $0.30 par value, outstanding.






<PAGE>


PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY
<TABLE>
<CAPTION>
INDEX                                                                                                         PAGE
<S>           <C>                                                                                             <C>
PART I.       FINANCIAL INFORMATION

ITEM 1.       Financial Statements

              Consolidated Balance Sheets -
              March 31, 2001 (unaudited), December 31, 2000 and March 31, 2000 (unaudited) ................       1

              Consolidated Statements of Income -
              Three months ended March 31, 2001 and 2000 (unaudited) ......................................       2

              Consolidated Statements of Cash Flows -
              Three months ended March 31, 2001 and 2000 (unaudited) ......................................       3

              Notes to Consolidated Financial Statements ..................................................       4

ITEM 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operation ................................................       5

ITEM 2.       Quantitative and Qualitative Disclosure about Market Risk ...................................      14

PART II.      OTHER INFORMATION

ITEM 1.       Legal Proceedings ...........................................................................      15

ITEM 2.       Changes in Securities .......................................................................      15

ITEM 3.       Defaults Upon Senior Securities .............................................................      15

ITEM 4.       Submission of Matters to a Vote of Security Holders .........................................      15

ITEM 5.       Other Information ...........................................................................      15

ITEM 6.       Exhibits and Reports on Form 8-K ............................................................      15

SIGNATURES ................................................................................................      17
</TABLE>


<PAGE>


PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
PEOPLES FINANCIAL CORP., INC.  AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

                                                               March 31,                              March 31,
                                                                 2001            December 31            2000
ASSETS                                                       (Unaudited)             2000            (Unaudited)
                                                            ------------        ------------        ------------
<S>                                                            <C>                  <C>                  <C>
  Cash and due from banks                                   $ 19,133,971        $ 14,512,019        $ 16,874,511
  Federal funds sold                                          10,425,000           2,250,000           9,125,000
  Available-for-sale securities                               25,565,583          25,418,773          23,743,945
  Held-to-maturity securities                                 37,433,992          37,463,536          33,077,547
  Federal Home Loan Bank stock, at cost                        1,408,400           1,408,400           1,408,400
  Loans receivable, net                                      213,485,255         213,446,066         201,694,813
  Premises and equipment, net                                  2,948,469           2,879,633           3,067,311
  Other assets                                                 2,624,281           4,100,356           2,665,906
                                                            ------------        ------------        ------------
       Total Assets                                         $313,024,951        $301,478,783        $291,657,433
                                                            ============        ============        ============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
  Deposits
       Non-interest bearing                                 $ 31,261,052        $ 29,726,219        $ 29,590,162
       Interest bearing                                      230,128,116         222,287,942         217,437,417
                                                            ------------        ------------        ------------
       Total deposits                                        261,389,168         252,014,161         247,027,579

  FHLB Borrowings                                              5,000,000           5,000,000                   0
  Accrued interest and other liabilities                       9,117,450           8,289,607           8,059,223
                                                            ------------        ------------        ------------
       Total Liabilities                                     275,506,618         265,303,768         255,086,802

STOCKHOLDERS' EQUITY
  Common stock, par value                                        531,916             531,916             531,916
  Surplus                                                      3,832,083           3,832,083           3,832,083
  Retained earnings                                           26,068,158          25,041,232          23,087,598
  Accumulated other comprehensive income                      11,035,122          10,718,730           9,119,034
  Treasury stock                                              (3,948,946)         (3,948,946)                  0
                                                            ------------        ------------        ------------
       Total stockholders' equity                             37,518,333          36,175,015          36,570,631
                                                            ------------        ------------        ------------

       Total Liabilities and Stockholders Equity            $313,024,951        $301,478,783        $291,657,433
                                                            ============        ============        ============
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.




<PAGE>


PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              Three Months Ended March 31,
                                                                            --------------------------------
Interest Income                                                                2001                   2000
                                                                            ----------            ----------
<S>                                                                         <C>                   <C>
 Loans                                                                      $4,338,747            $4,014,089
 Investment securities                                                         832,289               774,581
 Interest-bearing deposits                                                      97,493               193,018
 Federal funds sold                                                            118,257               133,996
                                                                            ----------            ----------
         Total interest income                                               5,386,786             5,115,684

Interest Expense
 Deposits                                                                    2,925,686             2,683,313
 FHLB Borrowings                                                                83,147                21,836
                                                                            ----------            ----------
         Total interest expense                                              3,008,833             2,705,149
                                                                            ----------            ----------
Net Interest Income                                                          2,377,953             2,410,535
Provision for Loan Losses                                                       15,000                15,000
                                                                            ----------            ----------
Net Interest Income after Provision for Loan Losses                          2,362,953             2,395,535

Other Income
 Service fees                                                                  108,561               124,429
 Net investment gains                                                          855,875                 8,301
 Other                                                                          28,952                22,744
                                                                            ----------            ----------
                                                                               993,388               155,474
Other Expenses
 Salaries                                                                      464,201               464,412
 Pension and other employee benefits                                           196,877               234,136
 Occupancy expense                                                             249,830               263,315
 Legal and professional                                                         35,094                14,472
 Regulatory fees                                                                20,689                21,475
 Data processing                                                                62,085                40,768
 Other                                                                         453,312               387,774
                                                                            ----------            ----------
                                                                             1,482,088             1,426,352

Income Before Income Taxes                                                   1,874,253             1,124,657

Provision for Income Taxes                                                     564,207               323,737
                                                                            ----------            ----------
Net Income                                                                  $1,310,046            $  800,920
                                                                            ==========            ==========
Net Income per Share of Common Stock                                        $     0.79            $     0.45
                                                                            ==========            ==========
Net Income per Share of Common Stock (fully diluted)                        $     0.79            $     0.45
                                                                            ==========            ==========
Weighted Average Shares Used in Computing Net Income
  per Share of Common Stock                                                  1,665,412             1,773,052
                                                                            ==========            ==========
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.



<PAGE>


PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                 Three Months Ended March 31,
                                                                             -----------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES                                            2001                    2000
                                                                             -----------            ------------
<S>                                                                          <C>                    <C>
Net Income                                                                   $ 1,310,046            $    800,920
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization                                                    132,787                 137,792
Net investment security gains                                                   (855,875)                 (8,301)
Net accretion/amortization of
 premiums and discounts                                                          (13,686)                  2,037
Provision for loan losses                                                         15,000                  15,000
(Gain)/loss on sale/disposal of assets                                              (878)                  1,032
Deferred taxes                                                                       338                       0
Increase (decrease) in cash due to changes in assets and liabilities:
         Other assets                                                          1,473,242                (128,456)
         Accrued interest and other liabilities                                  664,515                 192,522
                                                                             -----------            ------------

     Net Cash From Operating Activities                                        2,725,489               1,012,546

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of securities available for sale                         1,188,446                  29,760
  Proceeds from maturities of securities held to maturity                      2,000,000               6,895,000
  Purchase of securities held to maturity                                     (1,956,770)             (7,920,540)
  Net loans made to customers                                                    (58,427)             (5,174,875)
  Purchases of Premises and equipment                                           (202,668)               (215,032)
  Proceeds from disposal of premises and equipment                                   878                       0
                                                                             -----------            ------------

   Net Cash Used By Investing Activities                                         971,459              (6,385,687)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from FHLB Borrowings                                                        0              (8,000,000)
  Net increase in deposits                                                     9,383,124                 958,876
  Dividends paid                                                                (283,120)               (265,958)
                                                                             -----------            ------------
Net Cash From Financing Activities                                             9,100,004              (7,307,082)
                                                                             -----------            ------------

Net Change in Cash and Cash Equivalents                                       12,796,952             (12,680,223)

Cash and Cash Equivalents at Beginning of Period                              16,762,019              38,679,734
                                                                             -----------            ------------

Cash and Cash Equivalents at End of Period                                   $29,558,971            $ 25,999,511
                                                                             ===========            ============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.



<PAGE>

PEOPLES FINANCIAL CORP., INC.  AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements include Peoples
Financial Corp., Inc., (the company or the corporation) and its wholly owned
subsidiary, PFC Bank (the bank), and have been prepared in accordance with
generally accepted accounting principles for interim financial information and
the instructions to Form 10-Q. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with the
corporation's consolidated year-end financial statements, including notes
thereto, which are included in the corporation's 2000 Annual Report on Form
10-K. In the opinion of the corporation, the unaudited consolidated interim
financial statements contain all significant adjustments necessary to present
fairly the financial position as of March 31, 2001 and 2000, the results of
operation for the three months ended March 31, 2001 and 2000 and cash flows for
the three months ended March 31, 2001 and 2000.

NOTE B - EARNINGS PER SHARE
Shares used in the earnings per share computation are the weighted average
number of shares outstanding during the periods in question.

NOTE C - RECLASSIFICATIONS
Certain previously reported items have been reclassified to conform to the
current year's classifications. The reclassifications have no effect on total
assets, total liabilities and stockholders' equity, or net income.

NOTE D - COMPREHENSIVE INCOME
Total comprehensive income for the three months ended March 31, 2001 and 2000
was $1,626,438 and $(1,839,659), respectively.











<PAGE>








PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

FINANCIAL CONDITION

For the three months ended March 31, 2001, the corporation's total assets
increased from December 31, 2000 by $11.5 million resulting primarily from
increases of approximately $12.8 million in liquid assets such as cash and due
from banks and federal funds sold in addition to slight increases of $0.1
million in fixed assets and $0.1 million in available-for-sale securities. These
increases were the result of an increase in deposits and an increase in market
values of the available-for-sale security portfolio. These increases are offset
slightly by a decrease in other assets of $1.5 million. The corporation's total
assets increased over March 31, 2000 by $21.4 million resulting from increases
of $11.8 million in net loans, $3.5 million in cash and due from banks and
federal funds and investment securities of $6.2 million slightly offset by a
decrease in fixed assets and other assets of nearly $0.2 million.

The increase in total liabilities of approximately $10.2 million from December
31, 2000 to March 31, 2001 is primarily attributable to increases in deposits of
$9.4 million and other liabilities of $1.6 million partially offset by a
decrease in deferred taxes of $0.8 million. The increase in total liabilities of
$20.4 million from March 31, 2000 to March 31, 2001 is primarily attributable to
increases in deposits of $14.4 million, Federal Home Loan Bank borrowings of
$5.0 million, deferred taxes of $0.7 million and other liabilities of $0.3
million.

As of March 31, 2001, PFC Bank, the corporation's wholly owned subsidiary, had a
ratio of non-performing and greater than 90 day delinquent loans to total loans
of 0.06% as compared to a ratio of 0.17% as of December 31, 2000 and 0.07% at
March 31, 2000. Non-performing loan totals at March 31, 2001 were $137,000 that
were delinquent more than 90 days or held on non-accrual status as compared to
$369,000 and $144,000 at December 31, 2000 and March 31, 2000, respectively. At
March 31, 2001, the allowance for possible loan losses was $1,417,000, which
represented 0.66% of total loans as compared to 0.66% at December 31, 2000 and
0.68% at March 31, 2000. Non-performing loans totaled 5.09% of the allowance for
possible loan losses, as compared to 6.79% at December 31, 2000 and 0.60% at
March 31, 2000.

In management's opinion, the allowance for possible loan losses at March 31,
2001 is adequate to absorb future loan losses based on information presently
known. Management cannot assure, however, that additions to the allowance will
not be required in the future to cover losses that are presently unforeseen.







<PAGE>


RESULTS OF OPERATIONS

Net Income

For the three-month period ended March 31, 2001, the corporation recognized net
income of $1.3 million, an increase of $0.5 million over the same period in the
prior year. This increase is attributable to an increase of $0.8 million in
capital gains taken from the sale of available-for-sale securities offset by
increases in provisions for federal income tax of $0.2 million and other
operating expenses of $0.1 million.

The operating results of the corporation are largely dependent upon the net
income generated by its subsidiary, PFC Bank. PFC Bank has the benefit of a
substantially appreciated available-for-sale investment portfolio, the strategic
liquidation of portions of which enable the corporation to absorb the negative
effects of interest rate fluctuation and still maintain profitable operations.

Net Interest Income

Interest income for the three-month period ended March 31, 2001 was $5.4
million, an increase of nearly $0.3 million from the three-month period ended
March 31, 2000. This increase is primarily attributed to a $0.3 million increase
in interest on the loan portfolio. Interest expense for the three-month period
ended March 31, 2001 was approximately $3.0 million, a $0.3 million increase
over the same three-month period ended March 31, 2000. Management attributes
this increase primarily to the increase in total interest bearing deposits in
addition to an increase in short-term borrowed funds.

Provision for Loan Losses

The provision for loan losses is based upon management's ongoing assessment of
the inherent risk of loss in the outstanding loan portfolio. Management's risk
assessment is based on the evaluation of individual loans, past loss experience,
current economic conditions, and other relevant factors. While management uses
the best information available to make such evaluations, future adjustments to
the allowance for possible loan losses may be necessary. PFC Bank continues to
monitor its loan portfolio on a regular basis and will make additions to its
allowance based on its determination of the necessary level of the allowance.
For the three-month period ended March 31, 2001, PFC Bank recorded $15,000 to
the provision for loan losses as compared to $15,000 for the same period in the
previous year. Net charge-offs for the three month period ended March 31, 2001
amounted to $10,000 as compared to $10,000 for the three-month period ended
March 31, 2000.







<PAGE>


Activity in the allowance for loan losses was as follows:

                                     Three-Months              Ended Year Ended
                                    March 31, 2001             December 31, 2000
                                    --------------             -----------------

Balance, beginning of period           $1,412                        $1,378
Provision                                  15                            60
Charge-offs                               (18)                          (45)
Recoveries                                  8                            19
                                       ------                        ------
Balance, end of period                 $1,417                        $1,412
                                       ======                        ======

Other Income

Other income for the three-month period ended March 31, 2001 was approximately
$1.0 million, an increase of $0.8 million over the three-month period ended
March 31, 2000. This increase is primarily attributable to capital gains from
the sale of available-for-sale securities of $0.9 million for the three-month
period ended March 31, 2001 as compared with capital gains of $8,000 for the
same period of 2000. These net gains were primarily the result of the
liquidation of a portion of PFC Bank's stock portfolio.

Other Expenses

Total other expenses increased $56,000 for the three-month period ended March
31, 2001 when compared to the same period in the prior year. This increase was
the result of increases in data processing and various other operating expenses
of $106,000, offset slightly by decreases in salary and employee benefits of
$37,000 and occupancy expenses of $13,000.

Maintaining a focus on operating cost control has become increasingly important
and the corporation has succeeded in maintaining a relatively stable overhead
burden.

Provision for Income Taxes

The corporation's provision for income taxes was $564,000 for the three-month
period ended March 31, 2001, as compared to $324,000 for the same period ended
March 31, 2000. State tax liabilities are incurred both by PFC Bank, in the form
of Pennsylvania Bank Shares tax, and by the corporation, as a separate entity.

Liquidity

Liquidity is the availability of funds to meet the daily requirements of the
business. For financial institutions, demand for funds comes principally from



<PAGE>

extensions of credit and withdrawal of deposits. Liquidity is provided by asset
maturities, sales of investment securities, deposit growth or short-term
borrowings. Liquidity measures are formally reviewed by management monthly, and
they continue to show adequate liquidity in all areas of the organization.


Capital Adequacy

PFC Bank is subject to various regulatory capital requirements administered by
federal banking agencies. Quantitative measures established by regulation to
ensure capital adequacy require the Bank to maintain minimum amounts and ratios
of total capital and Tier I capital to risk-weighted assets and leverage ratio.
Equity and risk-based capital ratios for the bank exceed these minimums ratios
and are as follows:

                                      March 31     December 31       March 31
                                        2001          2000             2000

Leverage Ratio                          9.88%         8.69%            9.88%

Risk-Based Capital                     19.89%        17.72%           19.31%

Tier I Capital                         14.78%        13.11%           15.10%















<PAGE>


Regulatory Activity

In recent years, Pennsylvania enacted a law to permit state chartered banking
institutions to sell insurance. This follows a U.S. Supreme Court decision in
favor of nationwide insurance sales by banks. The decision also bars states from
blocking insurance sales by national banks in towns with populations of no more
than 5,000. PFC Bank does not currently have plans to enter the insurance field
but continues to review this option.

Congress recently enacted legislative reforms to modernize the financial
services industry, including repealing the Glass Steagall Act, which prohibits
commercial banks from engaging in the securities industry. Consequently, equity
underwriting activities of banks may increase in the near future. However, the
corporation does not currently anticipate entering into these activities.

Management estimates that changes in PFC Bank's FDIC assessment rate, resulting
from the enactment of the Deposit Insurance Funds Act of 1996, will adversely
impact the results of operations net of income taxes. Prior to this enactment,
PFC Bank was not required to pay any FDIC assessment. Although the bank is in
the minimum assessment bracket, income will be impacted in the amount of $50,000
for the year ended December 31, 2001. The act also provides regulatory relief to
the financial services industry relative to environmental risks, frequency of
examinations, and simplification of forms and disclosures.

From time to time, various types of federal and state legislation have been
proposed that could result in additional regulation of, and restrictions on, the
business of the corporation and of PFC Bank. Management cannot predict whether
such legislation will be adopted or, if adopted, how such legislation would
affect the business of the corporation and PFC Bank. As a consequence of the
extensive regulation of commercial banking activities in the United States, the
corporation's and PFC Bank's business is particularly susceptible to federal
legislation and regulations that may increase the costs of doing business.
Except as specifically described above, management believes that the affect of
the provisions of the aforementioned legislation on liquidity, capital
resources, and results of operation of the corporation will be immaterial.
Management is not aware of any other current specific recommendations by
regulatory authorities or proposed legislation, which, if they were implemented,
would have a material adverse effect upon liquidity, capital resources, or
results of operation, although the general cost of compliance with the numerous
and multiple federal and state laws and regulations does have, and in the future
may have, a negative impact on the corporation's results of operations.

Further, the business of the corporation is also affected by the state of the
financial services industry in general. As a result of legal and industry
changes, management expects the industry will continue to experience an increase
in consolidations and mergers as the financial services industry strives for
greater cost efficiencies and market share. Management also expects increased
diversification of financial products and services offered by the bank and its
competitors. Management believes that such consolidations and mergers, and
diversification of products and services may enhance PFC Bank's competitive
position as a community bank.



<PAGE>


Forward-Looking Statements

From time to time, the corporation may publish forward-looking statements
relating to such matters as anticipated financial performance, business
prospects, technological developments, new products, research and development
activities and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. In order to comply
with the terms of the safe harbor, the corporation notes that a variety of
factors could cause the corporation's actual results and experience to differ
materially from the anticipated results or other expectations expressed in the
corporation's forward-looking statements. The risks and uncertainties that may
affect the operations, performance, development and results of the corporation's
business include the following: general economic conditions, including their
impact on capital expenditures; business conditions in the banking industry; the
regulatory environment; rapidly changing technology and evolving banking
industry standards; competitive factors, including increased competition with
community, regional and national financial institutions; new service and product
offerings by competitors and price pressures; and similar items.


Gramm-Leach-Bliley Act

On November 12, 1999 the Gramm-Leach-Bliley Financial Modernization Act was
signed into law. The Act has a profound impact on the financial services
industry.

o    The Act repeals prior legislation to permit commercial banks to affiliate
     with securities firms and insurance companies. More importantly, the Act
     significantly expands the authority of each of these financial industries
     to engage in a full array of financial services. Thus, each industry may
     now engage in activities previously reserved to one or the other.

o    The Act authorizes bank holding companies meeting defined standards to
     engage in a substantially broader range of non-banking activities than was
     permissible before the legislation passed.

o    A new hierarchy of existing state and federal regulators will monitor both
     the bank and the corporation. The Act coordinates the efforts of these
     regulators. The goal is to lessen regulatory burden and prevent duplication
     of examination efforts.

Also, all financial institutions are required to take reasonable precautions to
protect the security and confidentiality of personal customer information. The
bank or corporation may only share customer information with its affiliates
under certain circumstances.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There have been no material changes in the corporation's interest rate risk
position since December 31, 2000. Other types of market risk, such as foreign
currency exchange rate risk and commodity price risk, do not arise in the normal
course of the corporation's business activities.





<PAGE>

PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY

PART II. OTHER INFORMATION


ITEM 1.  Legal Proceedings
Details concerning the civil action filed in the Court of Common Pleas of
Armstrong County, Pennsylvania on November 29, 2000 are set forth in the annual
report of 10K for December 31, 2000. There have been no material developments in
the first quarter of 2001.

ITEM 2.  Changes in Securities
  Not applicable.

ITEM 3.  Defaults Upon Senior Securities
  Not applicable.

ITEM 4. Submission of Matters to a Vote of Security Holders
On March 28, 2001, Peoples Financial Corp., Inc. held its Annual Shareholders's
meeting. During the meeting the following Directors were elected: Frank T.
Baker, Darl Hetrick, Francis Kane, Timothy P. Reddinger, R.B. Robertson, R.B.
Robertson, Jr., J. Jack Sherman, Howard Schreckengost and William H. Toy. In
addition, the shareholders ratified the selection of Edwards Sauer & Owens as
the independent auditors for the corporation for 2001. The following tables
indicate the results of the election of directors and the ratification of
independent auditors.

                        Results of Election of Directors

             Name                       Votes For         Votes Withheld
             ----                       ---------         --------------

Frank T. Baker                          1,500,004            1,470

Darl Hetrick                            1,500,004            1,470

Francis E. Kane                         1,500,004            1,470

Timothy P. Reddinger                    1,500,004            1,470

R.B. Robertson                          1,499,999            1,475

R.B. Robertson, Jr.                     1,482,390           19,084

J. Jack Sherman                         1,500,004            1,470

Howard Shreckengost                     1,499,999            1,475

William H. Toy                          1,500,004            1,470


                   Results of Election of Independent Auditors

      Name                   Votes For      Votes Against     Votes Abstaining
      ----                   ---------      -------------     ----------------
Edwards Sauer & Owens        1,492,982            500              7,992




<PAGE>


PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY


ITEM 5.  Other Information

Not applicable.

ITEM 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

         3.1      Registrant's Articles of Incorporation.
                  (Incorporated by reference in Registrant's January 27, 1995,
                  filing on Form S-4).

         3.2      Registrant's By-Laws.
                  (Incorporated by reference in Registrant's January 27, 1995,
                  filing on Form S-4).

         10.1     Agreement between R.B. Robertson and Bank.
                  (Incorporated by Reference in the Registrant's September 30,
                  1997 filing on Form 10-QSB).

         10.2     Settlement Agreement.
                  (Incorporated by Reference in the Registrant's December 31,
                  1996 filing on Form 10-KSB).

         10.3     General Release
                  (Incorporated by Reference in the Registrant's December 31,
                  1996 filing on Form 10-KSB).

         10.4     Amendment to Executive Employment Agreement dated October 20,
                  1999, between R.B. Robertson and Bank.
                  (Incorporated by Reference to Registrant's September 30, 1999
                  filing of Form 10Q).

         10.5     Amendment to Executive Employment Agreement dated November 17,
                  1999 between R.B. Robertson, PFC Bank and Peoples Financial
                  Corp., Inc. (Incorporated by Reference to the Registrant's
                  December 31, 1999 filing of Form 10-K).

         11       Statement re: Computation of Earnings Per Share.
                  (included herein at Part I, Item 1, Page 2 of this Form 10-Q).

  (b)    Reports on Form 8-K

                  The Registrant did note file any current reports on Form 8-K
                  during the quarter ended March 31, 2001.





<PAGE>

                                   SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated:     May  4, 2001
      --------------------------------------



                                                   PEOPLES FINANCIAL CORP., INC.
                                                                    (Registrant)



S/R.B. Robertson
--------------------------------------------
R.B. Robertson
President & Chief Executive Officer


S/James L. Kifer
--------------------------------------------
James L. Kifer
Executive Vice President & Asst. Secretary










<PAGE>


                                  EXHIBIT INDEX

                                                                        PAGE NO.
                                                                     IN MANUALLY
                                                                          SIGNED
                                                                     EXHIBIT NO.
                                                                        ORIGINAL

(a)      The following Exhibits are files herewith or incorporated by reference
         as a part of this Annual Report.

         3.1      Registrant's Articles of Incorporation.
                  (Incorporated by reference in Registrant's January 27, 1995
                  filing of Form S-4).

         3.2      Registrant's By-Laws.
                  (Incorporated by reference in Registrant's January 27, 1995
                  filing of Form S-4).

         10.1     Agreement between R.B. Robertson and Bank.
                  (Incorporated by Reference in the Registrant's September 30,
                  1997 filing of Form 10-QSB).

         10.2     Settlement Agreement.
                  (Incorporated by Reference in the Registrant's December 31,
                  1996 filing of Form 10-KSB).

         10.3     General Release
                  (Incorporated by Reference in the Registrant's December 31,
                  1996 filing of Form 10-KSB).

         10.4     Amendment to Executive Employment Agreement dated October 20,
                  1999, between R.B. Robertson and Bank
                  (Incorporated by Reference to Registrant's September 30, 1999
                  filing of Form 10-Q).

         10.5     Amendment to Executive Employment Agreement dated November 17,
                  1999 between R.B. Robertson, PFC Bank and Peoples Financial
                  Corp., Inc.
                  (Incorporated by Reference to the Registrant's December 31,
                  1999 filing of Form 10-K).

         11       Statement re: Computation of Earnings Per Share.
                  (included herein at Part I, Item 1, Page 2 of this Form 10-Q).