SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


May 20, 2004


Date of Report (Date of Earliest Event Reported)


THE PEOPLES HOLDING COMPANY


(Exact Name of Registrant as Specified in its Charter)


Mississippi
1-13253
64-0676974
(State or Other Jurisdiction of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number)
     


209 Troy Street, Tupelo, Mississippi 38802-0709


(Address of Principal Executive Offices)(Zip Code)



Registrant’s Telephone Number: (662)680-1001





ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) The following exhibit is filed herewith:
   
99.1    Press Release, dated May 20, 2004, issued by The Peoples Holding Company.

ITEM 9: REGULATION FD DISCLOSURE.

On May 20, 2004, The Peoples Holding Company issued a press release announcing the declaration of a quarterly cash dividend on its common stock of $0.20 per share payable June 15, 2004, to its shareholders of record on July 1, 2004. The press release is furnished as Exhibit 99.1 to this Form 8-K.




SIGNATURE

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 hereunto duly authorized.

     
  THE PEOPLES HOLDING COMPANY
 
  Registrant  
     
     
DATE: May 20, 2004 /s/ E. Robinson McGraw
 
  E. Robinson McGraw
  President & Chief Executive Officer





EXHIBIT INDEX
EXHIBIT NUMBER
DESCRIPTION
99.1      Press Release, dated May 20, 2004, issued by The Peoples Holding Company.