UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549

                           FORM 10-Q

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD
     ENDED SEPTEMBER 30, 2001 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:  333-30640

PEOPLES FIRST, INC.
          ---------------------------------------------
            (Exact name of registrant as specified in its charter)

        PENNSYLVANIA                              23-3028825
-------------------------------              -------------------
(State or other jurisdiction of               (I.R.S. Employer
 incorporation or organization)              Identification No.)

24 SOUTH THIRD STREET, OXFORD, PENNSYLVANIA              19363
-------------------------------------------           ----------
  (Address of principal executive offices)            (Zip Code)

                          (610) 932-9294
       ----------------------------------------------------
       (Registrant's telephone number, including area code)

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 the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practical
date.

             COMMON STOCK, Par Value $1.00 per share
      3,018,022 shares outstanding as of September 30, 2001


Item 1.   Financial Statements

                       PEOPLES FIRST, INC.
                   CONSOLIDATED BALANCE SHEETS
                          (In Thousands)

                                    September 30,   December 31,
                                         2001           2000
                                    -------------   ------------
                                     (Unaudited)       (Note)
ASSETS
Cash and due from banks                $ 11,408       $ 12,773
Interest-bearing deposits with banks        616         13,996
Federal funds sold                       10,363         18,015
Securities:
  Available for sale, at fair value      61,829         48,746
  Held to maturity, at amortized cost     2,845          2,929
                                       --------       --------
    Total securities                     64,674         51,675

Loans - net of unearned income          242,563        225,784
  Allowance for loan losses               4,132          3,922
                                       --------       --------
      Net loans                         238,431        221,862

Investment in FHLB stock, at cost         1,368          1,368
Bank premises and equipment, net         10,649          9,557
Accrued interest receivable and
  other assets                            9,499          8,397
                                       --------       --------
      Total assets                     $347,008       $337,643
                                       ========       ========
LIABILITIES
Deposits:
  Demand, non-interest bearing         $ 62,524       $ 61,194
  NOW and Super NOW                      55,074         52,467
  Money market funds                     22,993         20,371
  Savings                                39,986         43,997
  Time                                   91,489         89,059
                                       --------       --------
      Total deposits                    272,066        267,088
Securities sold under agreements
  to repurchase                           9,005          6,700
Long-term debt                           19,477         19,756
Accrued interest payable and
  other liabilities                       2,870          2,895
                                       --------       --------
      Total liabilities                 303,418        296,439
                                       --------       --------
STOCKHOLDERS' EQUITY
Common stock, par value $1.00 per
  share; authorized 10,000,000
  shares; issued 3,053,208 shares         3,053          3,053
Surplus                                  16,172         16,172
Retained earnings                        24,095         22,085
Accumulated other comprehensive
  income                                    933            122
Treasury stock, at cost
  35,186 shares 2001;
  13,161 shares 2000                       (663)          (228)
                                       --------       --------
      Total stockholders' equity         43,590         41,204
                                       --------       --------
      Total liabilities and
        stockholders' equity           $347,008       $337,643
                                       ========       ========
      Memoranda: Standby letters
        of credit                      $  4,620       $  5,871
                                       ========       ========

Note:  The balance sheet at December 31, 2000, has been derived
from the audited financial Statements at that date.

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



                       PEOPLES FIRST, INC.
                CONSOLIDATED STATEMENTS OF INCOME
                           (Unaudited)
              (In Thousands, Except Per Share Data)
<table>
<caption>
                                                     Nine Months Ended   Three Months Ended
                                                       September 30,        September 30,
                                                     -----------------   ------------------
                                                       2001      2000       2001     2000
                                                     -------   -------     ------   ------

                                                  <c>       <c>         <c>      <c>
Interest income:
  Loans receivable, including fees                   $14,409   $14,081     $4,707   $4,858
  Securities:
    Taxable                                            1,784     1,754        566      614
    Tax-exempt                                           513       412        195      139
  Other interest and dividends                         1,017     1,013        320      482
                                                     -------   -------     ------   ------
      Total interest income                           17,723    17,260      5,788    6,093
                                                     -------   -------     ------   ------
Interest expense:
  Deposits                                             6,055     5,722      1,862    2,163
  Short-term borrowings                                  166       188         45       73
  Long-term borrowings                                   900       893        301      306
                                                     -------   -------     ------   ------
      Total interest expense                           7,121     6,803      2,208    2,542
                                                     -------   -------     ------   ------
      Net interest income                             10,602    10,457      3,580    3,551
Provision for loan losses                                270       360         60      105
                                                     -------   -------     ------   ------
      Net interest income after
        provision for loan losses                     10,332    10,097      3,520    3,446
                                                     -------   -------     ------   ------
Other income:
  Service charges on deposit accounts                    970       851        330      289
  Income from fiduciary activities                       406       349        139      123
  Investment management fees                             563       587        192      198
  Mortgage banking activities                            331       107        136       56
  Other income                                           739       692        247      250
                                                     -------   -------     ------   ------
      Total other income                               3,009     2,586      1,044      916
                                                     -------   -------     ------   ------
Other expenses:
  Salaries and employee benefits                       5,534     4,812      1,919    1,701
  Occupancy                                              654       475        227      171
  Furniture and equipment                                450       416        151      171
  Communications and supplies                            507       456        169      153
  Taxes, other than income                               278       251         93       85
  Professional fees                                      276       276        107       63
  Other                                                1,419     1,290        472      442
                                                     -------   -------     ------   ------
      Total other expenses                             9,118     7,976      3,138    2,786
                                                     -------   -------     ------   ------
      Income before income taxes                       4,223     4,707      1,426    1,576
Income tax expense                                     1,125     1,373        372      457
                                                     -------   -------     ------   ------
      Net income                                     $ 3,098   $ 3,334     $1,054   $1,119
                                                     =======   =======     ======   ======
Weighted average number of shares outstanding          3,027     3,053      3,020    3,053
                                                     =======   =======     ======   ======
Basic earnings per share                             $  1.02   $  1.09     $ 0.35   $ 0.37
                                                     =======   =======     ======   ======
Dividends declared per share                         $  0.36   $  0.34     $ 0.12   $ 0.12
                                                     =======   =======     ======   ======
</table>

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



                       PEOPLES FIRST, INC.
              CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (Unaudited)
                          (In Thousands)

                                             Nine Months Ended
                                               September 30,
                                           ---------------------
                                              2001        2000
                                           ---------   ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                 $  3,098    $  3,334
Adjustments to reconcile net income to
 net cash provided by operating
 activities:
  Depreciation and amortization                 597         451
  Amortization of securities premium
    (discount), net                             (53)         (3)
  Provision for loan losses                     270         360
  Earnings on life insurance                   (149)       (130)
  Deferred income taxes                         (79)       (193)
  (Increase) decrease in other assets        (1,431)     (1,061)
  Increase (decrease) in other
    liabilities                                 (22)        (79)
                                           --------    --------
    Net cash provided by operating
      activities                              2,231       2,679
                                           --------    --------
CASH FLOWS FROM INVESTING ACTIVITIES
Net (increase) decrease in interest-
  bearing deposits with banks                13,380      (6,232)
Net (increase) decrease in federal funds
  sold                                        7,652     (15,786)
Securities held to maturity:
  Proceeds from maturities                       85          75
Securities available for sale:
  Proceeds from maturities                   20,735       9,145
  Purchases                                 (32,536)    (12,905)
Net increase in loans receivable            (16,839)    (14,634)
Purchases of FHLB stock                           -        (295)
Purchases of premises and equipment          (1,551)     (3,264)
                                           --------    --------
    Net cash used in investing
      activities                             (9,074)    (43,896)
                                           --------    --------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase in non-interest bearing
  demand deposits, NOW, Super NOW, money
  market funds and savings deposits           2,548      20,109
Net increase in time deposits                 2,430       4,083
Net increase in securities sold under
  agreements to repurchase                    2,305       1,925
Proceeds from long-term debt                      -       8,000
Repayments of long-term debt                   (279)     (4,263)
Dividends paid                               (1,091)       (995)
Purchase of treasury stock                     (435)          -
                                           --------    --------
    Net cash provided by financing
      activities                              5,478      28,859
                                           --------    --------
    Net decrease in cash and due from
      banks                                  (1,365)    (12,358)

Cash and due from banks:
  Beginning of year                          12,773      21,517
                                           --------    --------
  End of period                            $ 11,408    $  9,159
                                           ========    ========

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



                       PEOPLES FIRST, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
           For the Nine Months Ended September 30, 2000
                           (Unaudited)
                          (In Thousands)

<table>
<caption>
                                                                        Accumulated
                                                                            Other
                                         Common              Retained   Comprehensive
                                          Stock    Surplus   Earnings   Income (Loss)     Total
                                         ------   --------   --------   -------------    -------

                                      <c>      <c>        <c>        <c>              <c>
Balance December 31, 1999                $2,996   $16,197    $19,320        $(334)       $38,179
                                                                                         -------
  Comprehensive income
    Net Income                                                 3,334                       3,334
    Net change in unrealized
      gains/(losses) on securities
      available for sale, net of
      income taxes                                                            181            181
                                                                                         -------
      Total comprehensive income                                                           3,515
                                                                                         -------
Cash dividends declared,
  $.34 per share                                              (1,032)                     (1,032)
Common stock issued in acquisition           57       (25)       100                         132
                                         ------    ------    -------        -----        -------
Balance September 30, 2000               $3,053    $16,172    $21,722       $(153)       $40,794
                                         ======    =======    =======       =====        =======
</table>



                       PEOPLES FIRST, INC.
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
          For the Nine Months Ended September 30, 2001
                           (Unaudited)
                          (In Thousands)

<table>
<caption>
                                                                             Accumulated
                                                                                Other
                                             Common              Retained   Comprehensive   Treasury
                                              Stock    Surplus   Earnings   Income (Loss)     Stock     Total
                                             ------   --------   --------   -------------   --------   --------

                                          <c>      <c>        <c>        <c>             <c>        <c>
Balance December 31, 2000                    $3,053   $16,172    $22,085        $ 122        $(228)
$41,204
                                                                                                       -------
  Comprehensive income
    Net Income                                                     3,098                                 3,098
    Net change in unrealized
      gains/(losses) on securities
      available for sale, net of
      income taxes                                                                811                      811
                                                                                                       -------
      Total comprehensive income                                                                         3,909
                                                                                                       -------
Cash dividends declared,
  $.36 per share                                                  (1,088)                               (1,088)
Purchase of treasury stock                                                                    (435)       (435)
                                             ------   -------    -------        -----        -----     -------
Balance September 30, 2001                   $3,053   $16,172    $24,095        $ 933        $(663)
$43,590
                                             ======   =======    =======        =====        =====     =======
</table>



                       PEOPLES FIRST, INC.
                  NOTES TO FINANCIAL STATEMENTS
                           (Unaudited)

September 30, 2001

Note A - Basis of Presentation

The consolidated financial statements include the accounts of
Peoples First, Inc. ("Peoples") and its wholly-owned subsidiary,
The Peoples Bank of Oxford (the "Bank") and its subsidiary.  All
material inter-company transactions have been eliminated.
Peoples was formed on July 27, 2000, and is subject to
regulation by the Board of Governors of the Federal Reserve
System.

On April 10, 2000, the Bank as predecessor of Peoples First,
Inc. issued 56,918 shares of common stock, with a fair value of
$1.4 million, to acquire all of the outstanding common stock of
Wilmerding & Associates, Inc. ("Wilmerding"), an investment
advisor registered with the SEC and based in Rosemont,
Pennsylvania.  Wilmerding is a wholly owned subsidiary of the
Bank and the transaction was accounted for as a pooling of
interests.

The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for interim financial information and are
presented in accordance with the instructions to Form 10-Q and
Rule 10-01 of the Securities and Exchange Commission Regulation
S-X.  Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of
management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been
included.  Operating results for the nine months ended
September 30, 2001, are not necessarily indicative of the
results that may be expected for the year ended December 31,
2001.

The consolidated financial statements presented in this report
should be read in conjunction with the audited financial
statements and the accompanying notes included in Peoples' 2000
Annual Report and Form 10-K filed with the Securities and
Exchange Commission for the year ended December 31, 2000.

Note B - Accounting Policies

The accounting policies of Peoples as applied in the interim
financial statements presented, are substantially the same as
those followed on an annual basis as presented in the 2000
Annual Report and the Form 10-K filed for the year ended
December 31, 2000.

Note C - Comprehensive Income

The only comprehensive income item that Peoples presently has is
unrealized gains (losses) on securities available for sale.  The
federal income taxes allocated to the unrealized gains (losses)
are as follows:

                                               Nine Months Ended
                                                 September 30,
                                               -----------------
                                                 2001     2000
                                                 ----     ----
                                                 (In Thousands)
Unrealized holding gains (losses) arising
 during the period:
  Before tax amount                             $1,229    $274
  Income tax effect                               (418)    (93)
                                                ------    ----
    Net of tax amount                           $  811    $181
                                                ======    ====

Note D - New Accounting Standards

In June 1998, the Financial Accounting Standards Board issued
Statement No. 133, "Accounting for Derivative Instruments and
Hedging Activities" (as amended by Statement Nos. 137 and 138),
which Peoples adopted on January 1, 2001.  The adoption of the
Statement did not have a significant impact on Peoples'
financial condition or results of operations.

In September 2000, the Financial Accounting Standards Board
issued Statement No. 140, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of
Liabilities" (as a replacement of Statement No. 125), which
Peoples adopted April 1, 2001.  The adoption of the Statement
did not have a significant impact on Peoples' financial
condition or results of operations.

In June 2001, the Financial Accounting Standards Board issued
Statement No. 141, "Business Combinations," and Statement
No. 142, "Goodwill and Other Intangible Assets."

Statement No. 141 requires all business combinations to be
accounted for using the purchase method of accounting as use of
the pooling-of-interests method is prohibited.  In addition,
this Statement requires that negative goodwill that exists after
the basis of certain acquired assets is reduced to zero should
be recognized as an extraordinary gain.  The provisions of this
Statement apply to all business combinations initiated after
June 30, 2001.

Statement No. 142 prescribes that goodwill associated with a
business combination and intangible assets with an indefinite
useful life should not be amortized but should be tested for
impairment at least annually.  The Statement requires
intangibles that are separable from goodwill and that have a
determinable useful life to be amortized over the determinable
useful life.  The provisions of this Statement will become
effective for Peoples in January 2002.  Upon adoption of this
statement, goodwill and other intangible assets arising from
acquisitions completed before July 1, 2001 should be accounted
for in accordance with the provisions of this statement.  This
transition provision could require a reclassification of a
previously separately recognized intangible to goodwill and vice
versa if the intangibles in question do not meet the new
criteria for classification as a separately recognizable
intangible.  Adoption of these statements is not expected to
have a material impact on Peoples' financial condition or
results of operations.

In July 2001, the Financial Accounting Standards Board issued
Statement 143, "Accounting for Asset Retirement Obligations,"
which addresses the financial accounting and reporting for
obligations associated with the retirement of tangible long-
lived assets and the associated asset retirement costs.  This
Statement requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which
it is incurred if a reasonable estimate of fair value can be
made.  The associated asset retirement costs are capitalized as
part of the carrying amount of the long-lived asset.  This
Statement will become effective for Peoples on January 1, 2003
and is not expected to have a significant impact on Peoples'
financial condition or results of operations.

In August 2001, the Financial Accounting Standards Board issued
Statement 144, "Accounting for the Impairment of or Disposal of
Long-Lived Assets."  This Statement supersedes FASB Statement
No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to Be Disposed Of," and the accounting and
reporting provisions of APB Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions for the disposal
of a segment of a business."  This Statement also amends ARB No.
51, "Consolidated Financial Statements."  The provisions of this
Statement will be effective for Peoples on January 1, 2002 and
are not expected to have a significant impact on Peoples'
financial condition or results of operations.

Note E - Reclassification of Comparative Amounts

Certain comparative amounts for the prior period have been
reclassified to conform to the current period's presentation.
Such reclassifications did not affect net income.



Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations

Forward Looking Statements

Except for historical information, this report may be deemed to
contain "forward looking" statements regarding Peoples First,
Inc.  Examples of forward looking statements include, but are
not limited to, (a) projections or statements regarding future
earnings, expenses, net interest income, other income, earnings
or loss per share, asset mix and quality, growth prospects,
capital structure and other financial terms, (b) statements of
plans and objectives of management or the board of directors,
and (c) statements of assumptions, such as economic conditions
in Peoples' market areas.  Such forward looking statements can
be identified by the use of forward looking terminology such as
"believes," "expects," "may," "intends," "will," "should,"
"anticipates," or the negative of any of the foregoing or other
variations thereon or comparable terminology, or by discussion
of strategy.

No assurance can be given that the future results covered by
forward-looking statements will be achieved.  Such statements
are subject to risks, uncertainties, and other factors, which
could cause actual results to differ materially from future
results expressed or implied by such forward-looking statements.
Important factors that could impact Peoples' operating results
include, but are not limited to, (i) the effects of changing
economic conditions in Peoples' market areas and nationally,
(ii) credit risks of commercial, real estate, consumer and other
lending activities, (iii) significant changes in interest rates,
(iv) changes in federal and state banking laws and regulations
which could impact Peoples' operations, (v) funding costs, and
(iv) other external developments which could materially affect
Peoples' business and operations.

Financial Condition

Total assets of Peoples increased $9,365,000 or 2.8% during the
first nine months of 2001.  Increases in deposits of $4,978,000
or 1.9%, securities sold under agreements to repurchase of
$2,305,000 or 34.4% and the increase in retained earnings of
$2,010,000 or 9.1% were the primary resources for the growth in
assets.  Net loans grew by $16,569,000 or 7.5% for the nine
months ended September 30, 2001.  Total securities increased
$12,999,000 or 25.2%, along with increases of $1,102,000 or
13.1% in accrued interest receivable and $1,092,000 or 11.4% in
bank premises and equipment.  Part of the loan and security
growth was funded by decreases of $7,652,000 or 42.7% in Federal
funds and $13,380,000 or 95.6% in interest-bearing deposits with
banks.

Total deposits increased by $4,978,000 or 1.9% since year-end
2000.  Most of this growth was represented by growth of
$2,622,000 or 12.9% in money market accounts, $2,607,000 or 5.0%
in NOW and SuperNOW accounts, $2,430,000 or 2.7% in time
deposits and $1,330,000 or 2.2% in demand deposits.  These
increases were partially offset by a decrease in savings
accounts of $4,011,000 or 9.1%.  The decrease in savings
accounts was a result of $5,800,000 in trust department funds,
which were transferred by the bank during the first quarter of
2001 to alternate investment options outside the bank.

Results of Operations

Net income for the first nine months of 2001 was $3,098,000 or
$1.02 per share and totaled $1,054,000 or $.35 per share for the
three months ended September 30, 2001.  In comparison, net
income for the first nine months of 2000 was $3,334,000 or $1.09
per share and $1,119,000 or $.37 per share for the quarter ended
September 30, 2000.  This reflects a $236,000 or 7.1% decrease
in net income for the first nine months of the year compared to
last year and a decrease of $65,000 or 5.8% for the third
quarter 2001 compared to the third quarter 2000.

Net interest income for the first nine months of 2001 increased
by $145,000 or 1.4% compared to the first nine months of 2000.
Likewise, for the third quarter of 2001, net interest income
increased $29,000 or .8% compared to the same time period in
2000.  Net interest income is up resulting from the higher
volumes maintained during the first nine months of 2001 compared
to 2000.  Net interest income was negatively impacted in the
third quarter by a reversal of $92,000 in interest income when a
large commercial mortgage loan was placed on non-accrual.  The
net interest margin continues to compress from continued
competition in product pricing and the overall decline in
interest rates, decreasing from 5.03% for the first nine months
of 2000 to 4.71% for year to date 2001.

The provision for loan losses for the first nine months of 2001
totaled $270,000 compared to $360,000 for the first nine months
of 2000, a reduction of $90,000 or 25.0%.  The reduction was
largely the result of slower loan growth and lower net charge-
offs than projected.  The provision for the third quarter 2001,
totaled $60,000 compared to $105,000 for the third quarter of
2000.  With the large commercial mortgage placed on non-accrual
during the third quarter 2001, the percent of non-performing
loans to total loans increased from .28% at December 31, 2000 to
1.48% at September 30, 2001.  At this time, the Bank does not
anticipate any loss on this loan.  As of October 11, 2001, all
past due interest payments on this loan have been brought
current.  As a percentage of loans, the allowance for loan
losses was 1.70% at September 30, 2001, compared to 1.74% at
year end 2000 and 1.73% at September 30, 2000.  Management makes
regular assessments of the allowance in relation to credit
exposure, balance changes, local economic conditions and other
relevant factors and feels the allowance is adequate at
September 30, 2001.

Non-interest income increased by $423,000 or 16.4% and $128,000
or 14.0% for the nine and three month time periods ending
September 30, 2001, respectively compared to the same periods in
2000.  The increase in non-interest income, compared to the same
time period in 2000, was primarily attributed to an increase of
$224,000 in fees from mortgage banking activities and $119,000
in service charges on deposit accounts, supplemented with
increases in income from fiduciary activities up by $57,000 and
other income up by $47,000 and partially offset by a decrease in
investment management fees.  The favorable interest rate
environment during 2001 has led to increased mortgage loan and
refinancing demand.  This increased demand and Peoples' efforts
to expand the mortgage business by working more closely with
local realtors has led to the increased fees from mortgage
banking activities for the first half of 2001.  The increase in
service charges on deposit accounts reflects increased fees
collected on checks presented against non-sufficient funds.

Total non-interest expense increased by $1,142,000 or 14.3% for
the first nine months of 2001 compared to the same time period
in 2000 and $352,000 or 12.6% for the third quarter of 2001
compared to the third quarter 2000.  The largest increase was in
salaries and employee benefits, which increased by $722,000 or
15.0% compared to the first nine months of 2000 and $218,000 or
12.8% for the third quarter 2001 in comparison to the same
respective time periods in 2000.  This is primarily due to
payroll increases as a result of normal merit increases and
additions to staff of the Bank and its asset management
subsidiary.  Increases in payroll are anticipated as Peoples
continues to grow in size, locations and product offerings.
Also for the year, occupancy expense reflected an increase of
$179,000 or 37.7% and other increased $129,000 or 10.0%, along
with increases in the remainder of the operating expenses.
These increases were anticipated as Peoples expanded its
facilities.  The Operations Center opened in August 2000
providing the base necessary for further growth.  The West
Kennett Branch was opened in January 2001 and the remodeling and
expansion of the Oxford South Office was also completed in
January 2001.  While these facilities may contribute to higher
operating expenses, it is anticipated the Operations Center will
improve efficiencies and the branch expansion will generate
additional income through the expansion of services to our
customers and community.

Income tax expense was $1,125,000 for the first nine months of
2001 compared to $1,373,000 for the first nine months of 2000
and $372,000 for the third quarter 2001 compared to $457,000 for
the third quarter 2000.  Income tax expense as a percentage of
income before income taxes was 26.6% for the first nine months
2001 compared to 29.2% for the first nine months 2000 and 26.1%
for the third quarter 2001 compared to 29.0% for the third
quarter 2000.  The decrease in Peoples' effective tax rate away
from the statutory rate of 34.0% is a result of tax-exempt
income on loans, securities and life insurance.  In 2001, these
accounts represented a larger portion of pre-tax income than in
2000.

Liquidity

Liquidity represents Peoples' ability to efficiently manage cash
flows to support customers' loan demand, withdrawals by
depositors, the payment of operating expenses, as well as the
ability to take advantage of business and investment
opportunities as they arise.  One of Peoples' sources of
liquidity is $250,676,000 in core deposits, which increased
$3,994,000 over total core deposits of $246,682,000 at year end.
Other sources of liquidity are available from investments in
interest-bearing deposits with banks and federal funds sold,
which total $10,979,000 and securities maturing in one year or
less, which total $11,155,000.  In comparison, interest-bearing
due from banks and federal funds sold totaled $32,011,000 and
securities maturing in one year or less totaled $17,045,000 at
year end 2000.  In addition, Peoples has established federal
funds lines of credit with other commercial banks and with the
Federal Home Loan Bank of Pittsburgh, which can be drawn upon if
needed as a source of liquidity.  Management is of the opinion
that Peoples' liquidity is sufficient to meet its anticipated
needs.

Capital Resources

Total stockholders' equity was $43,590,000 as of September 30,
2001, representing a $2,386,000 or 5.8% increase from the
beginning of the year.  The growth in capital was primarily a
result of net earnings retention of $2,010,000 and increased
accumulated other comprehensive income of $811,000, partially
offset with treasury stock purchases of $435,000.

At September 30, 2001, Peoples had a leverage ratio of 12.26%, a
Tier I capital to risk-based assets ratio of 16.43% and a total
capital to risk-based assets ratio of 17.69%.  These ratios
indicate Peoples exceeds the federal regulatory minimum
requirements for a "well capitalized bank."

Item 3.  Quantitative and Qualitative Disclosure About Market
         Risk

While the fed funds rate and National Prime fell 350 basis
points between December 31, 2000 and September 30, 2001,
Peoples' net interest margin has remained fairly stable at 4.71%
for the month of December 2000 compared to 4.71% for the year to
date 2001.  Because of the extent to which rates have declined
this year, Peoples has become more sensitive to future rate
declines and expects added compression of the net interest
margin.  Currently, Peoples has 34.9% of its deposits in NOW and
savings accounts, which it considers core deposits, and which
normally carry lower rates relative to other types of deposits.
Because of this, these accounts have historically contributed
significantly to the net interest margin.  However, there is an
ultimate floor to which the rates on these accounts can fall.
Under current conditions, the inability to further decrease
these deposit rates while loan and other earning asset rates
continue to drop and reprice at lower rates will result in
further compression of the net interest margin.  The added risk
in this market is that, as the rates on the core deposits
bottom-out, investors could migrate to other types of accounts
paying higher rates.  The last financial simulation performed by
Peoples as of June 30, 2001, showed a possible decline in net
interest income of 7.2%  or $1,023,000 in a -200 basis point
rate shock over a one year period.  The simulation included a
change in the assumptions that the rates on NOW and savings
accounts would remain constant in a +/-200 basis point rate
shock.  Peoples has actually reduced these rates since June 30,
2001, which has helped to mitigate the impact on the net
interest margin.  The net interest income at risk position of
Peoples remains within the guidelines established by the Bank's
asset/liability policy.  Peoples continues to monitor and manage
its rate sensitivity during these unusual times.

No material change has been noted in Peoples equity value at
risk.  Please refer to the annual report to shareholders on Form
10-K filed with the Securities and Exchange Commission for
December 31, 2000 for further discussion of this matter.



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

         Not Applicable

Item 5.  Other Information

         Not Applicable

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits

Exhibit   Title

  3.1     Articles of Incorporation of Peoples (Incorporated
          by reference to Exhibit 3.1 to Peoples' Registration
          Statement on Form S-4, No. 333-30640.)

  3.2     Bylaws of Peoples (Incorporated by reference to
          Exhibit 3.1 to Peoples' Registration Statement on
          Form S-4, No. 333-30640.)

          (b)  Reports on Form 8-K

               There were no reports filed on Form 8-K during
               the three months ended September 30, 2001.



                           SIGNATURES

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


                              PEOPLES FIRST, INC.
                              ----------------------------------
                                         (Registrant)


Date:  November 8, 2001       BY:  /s/ George C. Mason
       ----------------          -------------------------------
                                 George C. Mason
                                 Chairman of the Board and
                                   Chief Executive Officer


Date:  November 8 , 2001       BY:  /s/ Susan H. Reeves
       ----------------          -------------------------------
                                 Susan H. Reeves
                                 Senior Vice President and
                                 Chief Financial Officer