EXHIBIT 99.2

     Safe Harbor Under the Private Securities Litigation Reform Act of 1995


         The  Private  Securities  Litigation  Reform  Act of 1995  (the  "Act")
provides a "safe harbor" for  forward-looking  statements to encourage companies
to provide  prospective  information  about  their  companies,  so long as those
statements are identified as  forward-looking  and are accompanied by meaningful
cautionary  statements  identifying  important  factors  that could cause actual
results to differ  materially  from those  discussed in the  statement.  Peoples
Financial  Corporation  ("PFC")  desires to take  advantage of the "safe harbor"
provisions of the Act. Certain information,  particularly  information regarding
future economic performance and finances and plans and objectives of management,
contained or incorporated by reference in PFC's Annual Report on Form 10-KSB for
fiscal  year  1999 is  forward-looking.  In some  cases,  information  regarding
certain  important  factors that could cause  actual  results of  operations  or
outcomes  of other  events to differ  materially  from any such  forward-looking
statement  appear  together with such  statement.  In addition,  forward-looking
statements are subject to other risks and uncertainties  affecting the financial
institutions industry, including, but not limited to, the following:

Interest Rate Risk

         PFC's  operating  results are dependent to a significant  degree on its
net interest income,  which is the difference between interest income from loans
and  investments and interest  expense on deposits and borrowings.  The interest
income and interest  expense of PFC change as the interest  rates on  mortgages,
securities  and other  assets  and on  deposits  and other  liabilities  change.
Interest rates may change because of general economic  conditions,  the policies
of various  regulatory  authorities and other factors beyond PFC's control.  The
interest  rates  on  specific  assets  and  liabilities  of PFC will  change  or
"reprice" in  accordance  with the  contractual  terms of the asset or liability
instrument and in accordance with customer  reaction to general economic trends.
In a rising interest rate environment, loans tend to prepay slowly and new loans
at higher rates  increase  slowly,  while  interest  paid on deposits  increases
rapidly  because the terms to maturity of deposits  tend to be shorter  than the
terms to maturity or prepayment of loans.  Such differences in the adjustment of
interest rates on assets and  liabilities  may  negatively  affect PFC's income.
Moreover,  rising  interest  rates  tend to  decrease  loan  demand in  general,
negatively affecting PFC's income.

Possible Inadequacy of the Allowance for Loan Losses

         Peoples  Federal  Savings and Loan  Association of Massillon  ("Peoples
Federal") maintains an allowance for loan losses based upon a number of relevant
factors,  including,  but not limited to,  trends in the level of  nonperforming
assets and classified loans,  current and anticipated economic conditions in the
primary  lending  area,  past loss  experience,  possible  losses  arising  from
specific  problem assets and changes in the  composition of the loan  portfolio.
While the Board of Directors of Peoples  Federal  believes that it uses the best
information  available to determine the  allowance  for loan losses,  unforeseen
market conditions could result in material  adjustments,  and net earnings could
be significantly  adversely affected if circumstances  differ substantially from
the assumptions used in making the final determination.

         Loans not secured by one- to  four-family  residential  real estate are
generally  considered to involve greater risk of loss than loans secured by one-
to four-family  residential  real estate due, in part, to the effects of general
economic conditions. The repayment of multifamily residential and nonresidential
real estate loans generally depends upon the cash flow from the operation of the
property,  which may be  negatively  affected  by  national  and local  economic
conditions  that cause  leases not to be renewed or that  negatively  affect the
operations of a commercial  borrower.  Construction loans may also be negatively
affected by such economic conditions,  particularly loans made to developers who
do not have a buyer for a property  before the loan is made. The risk of default
on consumer loans increases during periods of recession,  high  unemployment and
other adverse  economic  conditions.  When  consumers  have trouble paying their
bills,  they are more likely to pay mortgage loans than consumer loans,  and the
collateral  securing such loans, if any, may decrease in value more rapidly than
the outstanding balance of the loan.

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Competition

         Peoples Federal competes for deposits with other savings  associations,
commercial  banks and credit  unions and issuers of  commercial  paper and other
securities,  such as shares in money market mutual funds. The primary factors in
competing for deposits are interest rates and convenience of office location. In
making  loans,  Peoples  Federal  competes  with  other  savings   associations,
commercial banks, consumer finance companies,  credit unions, leasing companies,
mortgage  companies and other  lenders.  Competition is affected by, among other
things, the general  availability of lendable funds,  general and local economic
conditions, current interest rate levels and other factors which are not readily
predictable.  The size of financial  institutions competing with Peoples Federal
is likely to  increase  as a result  of  changes  in  statutes  and  regulations
eliminating various restrictions on interstate and inter-industry  branching and
acquisitions.
Such increased competition may have an adverse effect upon PFC.

Legislation and Regulation that may Adversely Affect PFC's Earnings

         Peoples  Federal is subject to  extensive  regulation  by the Office of
Thrift  Supervision  (the "OTS") and the Federal Deposit  Insurance  Corporation
(the "FDIC") and is periodically  examined by such  regulatory  agencies to test
compliance with various regulatory  requirements.  As a savings and loan holding
company,  PFC is also subject to  regulation  and  examination  by the OTS. Such
supervision and regulation of Peoples Federal and PFC are intended primarily for
the protection of depositors and not for the  maximization of shareholder  value
and may  affect  the  ability  of the  company  to  engage in  various  business
activities.  The  assessments,  filing  fees and  other  costs  associated  with
reports,  examinations and other regulatory matters are significant and may have
an adverse effect on the PFC's net earnings.

         The FDIC is authorized to establish  separate annual  assessment  rates
for deposit  insurance of members of the Bank Insurance fund (the "BIF") and the
Savings  Association   Insurance  Fund  (the  "SAIF").  The  FDIC  may  increase
assessment  rates for either fund if  necessary  to restore the fund's  ratio of
reserves to insured  deposits to the target level  within a reasonable  time and
may  decrease  such  rates  if such  target  level  has been  met.  The FDIC has
established a risk-based assessment system for both SAIF and BIF members.  Under
such system, assessments may vary depending on the risk the institution poses to
its deposit  insurance  fund.  Such risk level is determined by reference to the
institution's  capital level and the FDIC's level of  supervisory  concern about
the institution.

         On November 12, 1999,  the  Gramm-Leach-Bliley  Act (the "GLB Act") was
enacted into law. The GLB Act makes sweeping  changes in the financial  services
in which various types of financial  institutions may engage. The Glass-Steagall
Act, which had generally  prevented banks from  affiliating  with securities and
insurance firms,  was repealed.  A new "financial  holding  company," which owns
only  well  capitalized  and  well  managed  depository  institutions,  will  be
permitted to engage in a variety of financial  activities,  including  insurance
and securities underwriting and agency activities.

         The GLB Act permits  unitary  savings  and loan  holding  companies  in
existence on May 4, 1999, including PFC, to continue to engage in all activities
that they were  permitted to engage in prior to the  enactment of the Act.  Such
activities  are  essentially  unlimited,  provided  that the  thrift  subsidiary
remains a qualified  thrift lender.  Any thrift holding company formed after May
4, 1999,  will be subject to the same  restrictions as a multiple thrift holding
company.  In addition,  a unitary thrift holding  company in existence on May 4,
1999,  may be sold only to a financial  holding  company  engaged in  activities
permissible for multiple savings and loan holding companies.

         The GLB Act is not expected to have a material effect on the activities
in which PFC and Peoples  Federal  currently  engage,  except to the extent that
competition  with other types of  financial  institutions  may  increase as they
engage in activities not permitted prior to enactment of the GLB Act.