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, 2000
                                                 --------------

  [  ]         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, 2000
                                                   -----------

     As of May 1, 2000, there were 1,773,052 shares of the Registrant's common
stock, $0.30 par value, outstanding.

<PAGE>


PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY

<TABLE>
<CAPTION>


INDEX                                                                                                         PAGE
PART I.       FINANCIAL INFORMATION

ITEM 1.       Financial Statements
<S>           <C>                                                                                              <C>
              Consolidated Balance Sheets -
              March 31, 2000 (unaudited), December 31, 1999 and March 31, 1999 (unaudited). . . . . . . . .       1

              Consolidated Statements of Income -
              Three months ended March 31, 2000 and 1999 (unaudited). . . . . . . . . . . . . . . . . . . .       2

              Consolidated Statements of Cash Flows -
              Three months ended March 31, 2000 and 1999 (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

PEOPLES FINANCIAL CORP., INC.  AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   March 31,                          March 31,
                                                                     2000          December 31          1999
ASSETS                                                           (Unaudited)          1999           (Unaudited)
                                                               --------------    --------------    --------------
<S>                                                            <C>              <C>                 <C>
     Cash and due from banks                                   $  16,874,511     $  33,079,733      $ 11,523,898
     Federal funds sold                                            9,125,000         5,600,000         9,225,000
     Available-for-sale securities                                23,743,945        27,766,282        32,920,633
     Held-to-maturity securities                                  33,077,547        32,054,044        32,527,388
     Federal Home Loan Bank stock, at cost                         1,408,400         1,408,400           841,500
     Loans receivable, net                                       201,694,813       196,539,392       178,263,079
     Premises and equipment, net                                   3,067,311         2,988,549         3,245,395
     Other assets                                                  2,665,906         2,278,696         4,109,639
                                                               -------------     -------------     -------------

          Total Assets                                         $ 291,657,433     $ 301,715,096     $ 272,656,532
                                                               =============     =============     =============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
     Deposits
          Non-interest bearing                                 $  29,590,162     $  28,375,696      $ 25,273,045
          Interest bearing                                       217,437,417       217,697,740       196,446,758
                                                               -------------     -------------     -------------
          Total deposits                                         247,027,579       246,073,436       221,719,803

     FHLB Borrowings                                                       0         8,000,000                 0
     Accrued interest and other liabilities                        8,059,223         8,965,412        11,706,679
                                                               -------------     -------------     -------------

          Total Liabilities                                      255,086,802       263,038,848       233,426,482

STOCKHOLDERS' EQUITY
     Common stock, par value                                         531,916           531,916           530,608
     Surplus                                                       3,832,083         3,832,083         3,750,044
     Retained earnings                                            23,087,598        22,552,636        20,261,342
     Accumulated other comprehensive income                        9,119,034        11,759,613        14,688,056
                                                               -------------     -------------     -------------
          Total stockholders' equity                              36,570,631        38,676,248        39,230,050
                                                               -------------     -------------     -------------

          Total Liabilities and Stockholders Equity            $ 291,657,433     $ 301,715,096     $ 272,656,532
                                                               =============     =============     =============
</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                                                       2000             1999
                                                                   ----------       -----------
<S>                                                                <C>              <C>
  Loans                                                            $4,014,089       $3,574,582
  Investment securities                                               774,581          757,082
  Interest-bearing deposits                                           193,018           28,076
  Federal funds sold                                                  133,996           92,281
                                                                   -----------     -----------
          Total interest income                                     5,115,684        4,452,021

Interest Expense
  Deposits                                                          2,683,313        2,240,862
  FHLB Borrowings                                                      21,836                0
                                                                   -----------     -----------
          Total interest expense                                    2,705,149        2,240,862
                                                                   -----------     -----------
Net Interest Income                                                 2,410,535        2,211,159
Provision for Loan Losses                                              15,000           60,000
                                                                   -----------     -----------
Net Interest Income after Provision for Loan Losses                 2,395,535        2,151,159

Other Income
  Service fees                                                        124,429          129,882
  Net investment gains                                                  8,301        1,615,207
  Other                                                                22,744           16,188
                                                                   -----------     -----------
                                                                      155,474        1,761,277
Other Expenses
  Salaries                                                            464,412          460,918
  Pension and other employee benefits                                 234,136          227,511
  Occupancy expense                                                   263,315          271,938
  Legal and professional                                               14,472           41,105
  Regulatory fees                                                      21,475           14,538
  Data processing                                                      40,768           48,053
  Other                                                               387,774          395,223
                                                                   -----------     -----------
                                                                    1,426,352        1,459,286

Income Before Income Taxes                                          1,124,657        2,453,150

Provision for Income Taxes                                            323,737          770,642
                                                                   -----------     -----------
Net Income                                                         $  800,920       $1,682,508
                                                                   ===========     ===========
Net Income per Share of Common Stock                               $     0.45       $     0.95
                                                                   ===========     ===========
Net Income per Share of Common Stock (fully diluted)               $     0.45       $     0.95
                                                                   ===========     ===========
Weighted Average Shares Used in Computing Net Income
  per Share of Common Stock                                         1,773,052        1,768,694
                                                                   ===========     ===========
</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                                            2000               1999
                                                                            -----------        -----------
<S>                                                                           <C>              <C>
Net Income                                                                  $   800,920        $ 1,682,508
Adjustments to reconcile net cash from operating activities:
Depreciation and amortization                                                   137,792            141,375
Net investment security gains                                                    (8,301)            97,618
Net accretion/amortization of
  premiums and discounts                                                          2,037              2,215
Provision for loan losses                                                        15,000             60,000
Loss on sale / disposal of assets                                                 1,032             37,824
Reinvestment of stock dividends                                                       0            (26,341)
Increase (decrease) in cash due to changes in assets and liabilities:
         Other assets                                                          (128,456)        (1,681,173)
         Accrued interest and other liabilities                                 192,522            871,413
                                                                            -----------        -----------

     Net Cash From Operating Activities                                       1,012,546          1,185,439

CASH FLOWS FROM INVESTING ACTIVITIES
  Proceeds from sales of securities available for sale                           29,760            132,632
  Proceeds from maturities of securities held to maturity                     6,895,000          3,930,000
  Purchase of securities held to maturity                                    (7,920,540)        (3,827,906)
  Net loans made to customers                                                (5,174,875)        (3,627,507)
  Purchases of Premises and equipment                                          (215,032)           (86,708)
                                                                            -----------        -----------

   Net Cash Used By Investing Activities                                     (6,385,687)        (3,479,489)

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from FHLB Borrowings                                              (8,000,000)                 0
  Net increase in deposits                                                      958,876          8,362,801
  Dividends paid                                                               (265,958)          (229,930)
                                                                            -----------        -----------
Net Cash (Used by)/From Financing Activities                                 (7,307,082)         8,132,871
                                                                            -----------        -----------

Net Change in Cash and Cash Equivalents                                     (12,680,223)         5,838,821

Cash and Cash Equivalents at Beginning of Period                             38,679,734         14,910,077
                                                                            -----------        -----------

Cash and Cash Equivalents at End of Period                                  $25,999,511        $20,748,898
                                                                            ===========        ===========

</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 1999 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, 2000 and 1999, the results of
operation for the three months ended March 31, 2000 and 1999 and cash flows for
the three months ended March 31, 2000 and 1999.

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, 2000 and 1999
was $(1,839,659) and $(1,114,141), 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, 2000, the Corporation's total assets
decreased from December 31, 1999 by $10.0 million resulting primarily from a
decrease of approximately $12.7 million in liquid assets such as cash and due
from banks and federal funds sold in addition to a decrease of over $4.0 million
in available-for-sale securities. These decreases were the result of the full
payoff of $8.0 million in short-term borrowings and a reduction in market values
of the available-for-sale security portfolio. These decreases are offset
slightly by an increase in loans of nearly $5.2 million. The Corporation's total
assets increased over March 31, 1999 by $19.0 million resulting from increases
of $23.4 million in net loans and $5.3 million in cash and due from banks and
federal funds partially offset by a decrease in available-for-sale securities of
nearly $9.2 million.

The decrease in total liabilities of approximately $8.0 million from December
31, 1999 to March 31, 2000 is entirely attributable to a decrease in short term
borrowings of $8.0 million. The increase in total liabilities of $21.7 million
from March 31, 1999 to March 31, 2000 is primarily attributable to an increase
in deposits of $25.3 million offset by a decrease in other liabilities of $3.6
million.

As of March 31, 2000, PFC Bank, the Corporation's wholly owned subsidiary, had a
ratio of non-performing loans to total loans of 0.07% as compared to a ratio of
0.12% as of December 31, 1999 and 0.23% at March 31, 1999. Non-performing loan
totals at March 31, 2000 were $143,000 that were delinquent more than 90 days or
held on non-accrual status as compared to $233,000 and $420,000 at December 31,
1999 and March 31, 1999, respectively. At March 31, 2000, the allowance for
possible loan losses was $1,383,000, which represented 0.69% of net loans as
compared to 0.70% at December 31, 1999 and 0.73% at March 31, 1999.
Non-performing loans totaled 0.58% of the allowance for possible loan losses, as
compared to 0.51% at December 31, 1999 and 7.65% at March 31, 1999.

In management's opinion, the allowance for possible loan losses at March 31,
2000 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, 2000, the Corporation recognized net
income of $801,000, a decrease of nearly $882,000 over the same period in the
prior year. This decrease is attributable to a decrease of $1,607,000 in capital
gains taken from the sale of available-for-sale securities offset by an increase
in net interest income of $244,000 and decreases in provisions for federal
income tax of $447,000 and other operating expenses of $33,000.

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, 2000 was $5.1
million, an increase of nearly $0.7 million from the three-month period ended
March 31, 1999. This increase is attributed to a $0.4 million increase in
interest on the loan portfolio in addition to an increase of $0.2 million in
interest on investments and federal funds sold. Interest expense for the
three-month period ended March 31, 2000 was approximately $2.7 million, a $0.5
million increase over the same three-month period ended March 31, 1999.
Management attributes this increase primarily to the increased market rates paid
on interest bearing deposits in addition to a $22,000 increase on interest paid
on 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, 2000, PFC Bank recorded $15,000 to
the provision for loan losses as compared to $60,000 for the same period in the
previous year. Net charge-offs for the three month period ended March 31, 2000
amounted to $10,000 as compared to $4,600 for the three-month period ended March
31, 1999.

<PAGE>


Activity in the allowance for loan losses was as follows:

                                    Three-Months Ended           Year Ended
                                       March 31, 2000         December 31, 1999
                                    -------------------       -----------------

Balance, beginning of period                $1,378                 $1,238
Provision                                       15                    150
Charge-offs                                    (15)                   (48)
Recoveries                                       5                     38
                                            ------                 ------
Balance, end of period                      $1,383                 $1,378
                                            ======                 ======

Other Income

Other income for the three-month period ended March 31, 2000 was approximately
$0.2 million, a decrease of $1.6 million over the three-month period ended March
31, 1999. This decrease is primarily attributable to capital gains from the sale
of available-for-sale securities of $8,000 for the three-month period ended
March 31, 2000 as compared with capital gains of $1.6 million for the same
period of 1999. These net gains were primarily the result of the liquidation of
a portion of PFC Bank's stock portfolio.

Other Expenses

Total other expenses decreased $33,000 for the three-month period ended March
31, 2000 when compared to the same period in the prior year. This decrease was
the result of decreases in legal and professionsal fees of $27,000, occupancy
expense of $9,000 and data processing expense of $7,000 offset slightly by an
increase in salary and employee benefits of $10,000.

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 incurred a provision for income taxes of $324,000 for the
three-month period ended March 31, 2000, as compared to $771,000 for the same
period ended March 31, 1999. 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
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.

<PAGE>

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
                             2000                   1999                 1999
                            --------            -----------            --------
Leverage Ratio               9.88%                  9.27%                9.69%

Risk-Based Capital          19.31%                 20.55%               21.49%

Tier I Capital              15.10%                 15.13%               14.42%

<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, 2000. 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 President Clinton signed into law the Gramm-Leach-Bliley
Financial Modernization Act. 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 Company's interest rate risk position
since December 31, 1999. 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 Company's business activities.

<PAGE>

PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY

PART II. OTHER INFORMATION



ITEM 1.  Legal Proceedings
  Not applicable

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 29, 2000, 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, Leap and Sauer, as
the independent accountants for the Corporation for 2000.

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).

<PAGE>

PEOPLES FINANCIAL CORP., INC. AND SUBSIDIARY

PART II. OTHER INFORMATION (cont.)

ITEM 6.  Exhibits and Reports on Form 8-K (cont.)

         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).

         12       Statement re:  Computation of Ratios.
                  (included herein at Part 1, Item 2, Page 9 of this Form
                  10-Q).

         27       Financial Data Schedule


  (b)    Reports on Form 8-K

                  The Registrant did note file any current reports on Form 8-K
                  during the quarter ended March 31, 2000.

<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  5, 2000
           ------------



                                                   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
<TABLE>
<CAPTION>
                                                                                                           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.

<S>      <C>                                                                                               <C>
         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).

         12       Statement re: Computation of Ratios.
                  (included herein at Part 1, Item 2, Page 8 of this Form 10-Q).
</TABLE>