<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 1)<F1>
Peoples Financial Corporation
(Name of Issuer)
Common Stock, having no par value
(Title of Class of Securities)
71103A104
(CUSIP Number)
Jerome H. Davis
c/o David M. Perlmutter, Esq.
200 Park Ave., Suite 4515, New York, NY 10166
(212) 986-4900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b)(3) or (4), check the following box / /.
Note: Six copies of this statement, including all
exhibits, should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
(Continued on following pages)
_________________________
<F1>
1 The remainder of this cover page shall be filled out for a
reporting person's initial filing of this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
Page 1 of 7 Pages
<PAGE>
CUSIP No. 71103A104
_________________________________________________________________
1. Name of Reporting Person Jerome H. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power 70,450
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 70,450
ing Person 10. Shared Dispositive
with Power -0-
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 70,450*<F2>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 4.97%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 7 Pages
<PAGE>
CUSIP No. 71103A104
_________________________________________________________________
1. Name of Reporting Person Susan B. Davis
_________________________________________________________________
S.S. or I.R.S. Identification ###-##-####
No. of Above Person
_________________________________________________________________
2. Check the Appropriate Box (a)______
if a Member of a Group (b)___X__
(See Instructions)
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Source of Funds (See Instructions)
PF
_________________________________________________________________
5. Check Box if Disclosure of Legal
Proceedings is Required / /
Pursuant to Items 2(d) or 2(e)
_________________________________________________________________
6. Citizenship or Place of
Organization United States
_________________________________________________________________
Number of 7. Sole Voting Power -0-
Shares 8. Shared Voting
Beneficially Power 70,450*<F3>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 70,450*<F3>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 70,450*<F3>
_________________________________________________________________
12. Check Box if the Aggregate Amount
in Row (11) Excludes Certain / /
Shares (See Instructions)
_________________________________________________________________
13. Percent of Class Represented
by amount in Row (11) 4.97%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F3>
* See Items 5(a) and 5(b) of this Statement. For purposes of
this Statement Susan B. Davis may be deemed, pursuant to Rules
13d-3(a)(1) and 13d-3(a)(2) under the Securities Exchange Act of
1934, as amended, to be the beneficial owner of 70,450 shares of
the Company's Common Stock, no par value, held in the name of her
husband, Jerome H. Davis.
Page 3 of 7 Pages
<PAGE>
The Statement on Schedule 13D (the "Statement") of Jerome
H. Davis, with respect to the Common Stock, no par
value ("Common Stock") of Peoples Financial Corporation, an Ohio
corporation ("Peoples") is hereby amended as set forth below.
Item 4. PURPOSE OF TRANSACTION.
Item 4 of the Statement is hereby supplemented by the
addition of the following:
"The disposition of Common Stock as set forth in Schedule
A attached hereto reflects investment decisions consistent with the
purposes for which such shares were acquired. Except as previously
disclosed, Mr. and Mrs. Davis do not have any plan or proposal
which relates to or would result in any of the actions enumerated
in Item 4 of Schedule 13D, except that Mr. and Mrs. Davis may
dispose of some or all of the Common Stock or may acquire
additional shares of Common Stock, from time to time, depending
upon price and market conditions, evaluation of alternative
investments, and other factors."
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
A. Paragraphs (a) and (b) of Item 5 of the Statement
are amended and restated in their entirety to read as follows:
"(a) The aggregate number of shares of Common Stock
deemed to be beneficially owned by Mr. and Mrs. Davis for the
purposes of this Statement is 70,450 shares, representing 4.97
percent of the outstanding shares of Common Stock based on
1,416,612 shares of Common Stock disclosed by Peoples as
outstanding on October 3, 1997. All such shares are held in the
name of Mr. Davis.
(b) (i) Subject to the matters referred to in paragraph
(a) hereof, Mr. Davis has the sole power to vote or to direct the
vote and the sole power to dispose or direct the disposition of the
70,450 shares of Common Stock owned by him.
(ii) Subject to the matters referred to in
paragraphs (a) and (b)(i) hereof, Mrs. Davis may be deemed to have
shared power to vote or direct the vote and shared power to dispose
or direct the disposition of the 70,450 shares of Common Stock
owned by Mr. Davis."
Page 4 of 7 Pages
<PAGE>
B. Paragraph (c) of Item 5 is hereby supplemented by
the addition of the following:
"Mr. Davis sold an aggregate of 5,950 shares of Common
Stock owned by him through a standard brokerage account maintained
by him and received aggregate consideration of $104,531.25. A
description of all transactions in the shares of Common Stock which
have been effected by Mr. Davis since February 13, 1997 (the date
of the filing of the original Statement) is set forth in Schedule
A attached hereto and is incorporated herein by reference."
C. Item 5 of the Statement is hereby supplemented by
adding paragraph (e) to read in its entirety as follows:
"On October 1, 1997, Mr. Davis directed the sale of
1,500 shares of Common Stock beneficially owned by him and
Mrs. Davis in an open market transaction and as a result
thereof they ceased to have five percent (5%) or more of a
beneficial ownership interest in the outstanding shares of
Common Stock. Currently, Mr. and Mrs. Davis own 4.97% of the
outstanding shares of Common Stock."
Page 5 of 7 Pages
<PAGE>
Signature.
After reasonable inquiry and to the best knowledge and
belief of the undersigned, the undersigned certify that the
information set forth in this amendment is true, complete and
correct.
10/3/97 Jerome H. Davis
Date (Signature)
10/3/97 Susan B. Davis
Date (Signature)
Page 6 of 7 Pages
<PAGE>
<TABLE>
Schedule A
Information with Respect to Transactions in the
Common Stock of Peoples Financial Corporation
By Jerome H. Davis and Susan B. Davis
<CAPTION>
Date of No. of Shrs Price Per Shr Where How
Transa- Purchased (excl. commis- Trans- Trans-
tion (Sold) sions) acted acted
<S> <C> <C> <C> <C>
Jerome Davis:
1. 9/22/97 (4,450) $18.75 OTC *<F4>
2. 10/1/97 (1,500) 14.0625 OTC *<F4>
__________________________________
<FN>
<F4>
* Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis.
</FN>
</TABLE>
Page 7 of 7 Pages
