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
1998 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.


<PAGE>

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.

     Congress   recently   enacted  a  plan  to   recapitalize   the  SAIF.  The
recapitalization plan also provides for the merger of the SAIF and BIF effective
January 1, 1999,  assuming there are no savings  associations under federal law.
Congress is considering  legislation to eliminate the federal thrift charter and
the separate federal regulation of savings and loan  associations.  As a result,
Peoples Federal may have to convert to a different financial institution charter
or might be regulated  under federal law as a bank. If Peoples Federal becomes a
bank or is regulated as a bank, it would become subject to the more  restrictive
activity  limitations  imposed on national  banks.  Moreover,  PFC might  become
subject to more restrictive  holding company  requirements,  including  activity
limits and capital requirements similar to those imposed on Peoples Federal. PFC
cannot predict the impact of the conversion of Peoples Federal to, or regulation
of Peoples  Federal as, a bank until any  legislation  requiring  such change is
enacted.