PEOPLES FINANCIAL CORP \OH\
8-K, 1998-10-30
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                       SECURITIES AND EXCHANGE COMMISSION


                              Washington, DC 20549



                                    FORM 8-K

                                 CURRENT REPORT

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


       Date of Report (Date of earliest event reported): October 27, 1998

                          Peoples Financial Corporation
             (Exact name of registrant as specified in its charter)



        Ohio                        0-28838                      34-1822228
    --------------           --------------------            ----------------
(State of Incorporation)     (Commission File No.)             (IRS Employer 
                                                            Identification No.)




                   211 Lincoln Way East, Massillon Ohio 44646
                    (Address of principal executive offices)


Registrant's telephone number, including area code:  330-832-7441.



<PAGE>


                                    FORM 8-K


Item 1.  Changes in Control of Registrant.

         Not applicable.

Item 2.  Acquisition or Disposition of Assets.

         Not applicable.

Item 3.  Bankruptcy or Receivership.

         Not applicable.

Item 4.  Changes in Registrant's Certifying Accountant.

         Not applicable.

Item 5.  Other Events.

         On October  27,  1998,  Peoples  Financial  Corporation  announced  its
intention  to commence a new share  repurchase  program in which up to 5% of the
outstanding common shares of Peoples Financial  Corporation will be purchased on
the over-the-counter  market during the next twelve months. The number of shares
to be purchased  and the price to be paid will depend upon the  availability  of
shares, the prevailing market prices and any other  considerations which may, in
the opinion of the Board of Directors or management,  affect the advisability of
purchasing Peoples Financial  Corporation shares. The repurchase program will be
funded by available cash and the sale of investment securities.



<PAGE>


Item 6.  Resignations of Registrant's Directors.

         Not applicable.

Item 7.  Financial Statements and Exhibits.

         Not applicable.

Item 8.  Change in Fiscal Year.

         Not applicable.

Item 9.  Sales of Equity Securities Pursuant to Regulation S.

         Not applicable.



                                   SIGNATURES

         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 hereto duly authorized.



Date:    October 30, 1998          PEOPLES FINANCIAL CORPORATION




                                   By:/s/ Paul von Gunten
                                          Paul von Gunten
                                          President and Chief Executive Officer








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