PEOPLES FINANCIAL CORP \OH\
POS AM, 1997-01-23
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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    As filed with the Securities and Exchange Commission on January 23, 1997

                                                       Registration No. 333-2690

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                        POST-EFFECTIVE AMENDMENT NO. 1 TO
                                    FORM S-1
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                          PEOPLES FINANCIAL CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

                                                           
      OHIO                        6035                      34-1822228     
- ----------------      ----------------------------     ----------------------
(State or other       (Primary Standard Industrial       (I.R.S. employer      
 jurisdiction of       Classification Code Number)     identification number)
incorporation or
 organization)                                         

                              211 Lincoln Way East
                              Massillon, Ohio 44646
                                 (330) 832-7441
               ---------------------------------------------------
               (Address, including zip code, and telephone number,
                 including area code, of registrant's principal
                               executive offices)

                                 Paul von Gunten
                          Peoples Financial Corporation
                              211 Lincoln Way East
                              Massillon, Ohio 44646
                                 (330) 832-7441
               ---------------------------------------------------
                (Name, address, including Zip Code, and telephone
                    number, including area code, of agent for
                                    service)

                                 With copies to:
                                Cynthia A. Shafer
                         Vorys, Sater, Seymour and Pease
                       Atrium Two, 221 East Fourth Street
                             Cincinnati, Ohio 45202
                                 (513) 723-4000


                       Sale Concluded September 12, 1996.


<PAGE>


     This   Post-Effective   Amendment  No.  1  is  filed  for  the  purpose  of
deregistering 228,238 common shares, without par value (the "Common Shares"), of
Peoples Financial Corporation ("PFC") heretofore registered and offered pursuant
to the terms of the  Prospectus  dated  July 25,  1996 (the  "Prospectus").  The
remaining  1,491,012  common  shares  registered  pursuant to this  Registration
Statement  on Form  S-1  have  been  issued  and  sold in  accordance  with  the
Prospectus in the Subscription  Offering described therein. No changes are being
made to the Prospectus or to Part II of the Registration Statement.

     PFC has determined that no further shares will be offered,  sold and issued
pursuant  to  the  Prospectus.  PFC  therefore  requests  deregistration  of the
unissued Common Shares  registered  pursuant to this  Registration  Statement as
soon as is practicable after the filing of this Post-Effective Amendment No. 1.



<PAGE>



                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
has  duly  caused  this  Post-Effective  Amendment  No.  1 to  the  Registration
Statement  on Form S-1 to be  signed  on its  behalf  by the  undersigned,  duly
authorized  to do so, in the City of  Massillon,  State of Ohio,  on January 22,
1997.


                                    By: /S/ PAUL VON GUNTEN
                                        _____________________________________
                                            Paul von Gunten
                                            President, Chief Executive Officer


     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Post-Effective  Amendment  No. 1 to the  Registration  Statement on Form S-1 has
been signed below by the following persons in the capacities and as of the dates
indicated.


SIGNATURE                     TITLE                               DATE
- ---------                   ---------                           --------

/S/ PAUL VON GUNTEN         President, Chief Executive       January 22, 1997
- -------------------         Officer                      
Paul von Gunten             (Principal Executive Officer)
                            and Director                 
                            
                       
                       
/S/ JAMES R. RINEHART       Treasurer                        January 22, 1997
- ---------------------       (Principal Financial and
James R. Rinehart           Accounting Officer)     
                            
                       
                       
/S/ VICTOR C. BAKER         Director                         January 22, 1997
- -------------------    
Victor C. Baker        
                       
                       
/S/ JAMES P. BORDNER        Director                         January 22, 1997
- --------------------   
James P. Bordner       
                       
                       
/S/ VINCENT G. MATECHECK    Director                         January 22, 1997
- ------------------------
Vincent G. Matecheck   
                       
                       
/S/ THOMAS E. SHELT         Director                         January 22, 1997
- -------------------    
Thomas E. Shelt        
                       
                       
/S/ VINCE E. STEPHAN        Director                         January 22, 1997
- --------------------   
Vince E. Stephan       
                       
                    


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