<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. )<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)
January 29, 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 9 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 76,400
Shares 8. Shared Voting
Beneficially Power -0-
Owned by 9. Sole Dispositive
Each Report- Power 76,400
ing Person 10. Shared Dispositive
with Power -0-
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 76,400*<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) 5.12%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* See Items 5(a) and 5(b) of this Statement.
Page 2 of 9 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 76,400*<F2>
Owned by 9. Sole Dispositive
Each Report- Power -0-
ing Person 10. Shared Dispositive
with Power 76,400*<F2>
_________________________________________________________________
11. Aggregate Amount Beneficially
Owned by Each Reporting Person 76,400*<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) 5.12%
_________________________________________________________________
14. Type of Reporting Person IN
(See Instructions)
_________________________________________________________________
<F2>
* 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 76,400 shares of
the Company's Common Stock, no par value, held in the name of her
husband, Jerome H. Davis.
Page 3 of 9 Pages
<PAGE>
Item 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement on
Schedule 13D (this "Statement") relates is the Common Stock, no par
value ("Common Stock") of Peoples Financial Corporation, an Ohio
corporation ("Peoples") with its principal executive offices
located at 211 Lincoln Way East, Massillon, Ohio 44646.
Item 2. IDENTITY AND BACKGROUND.
(a) This Statement is jointly filed by Susan B. Davis
and Jerome H. Davis, wife and husband.
(b) Residence: 11 Baldwin Farms North, Greenwich,
Connecticut 06831.
(c) Mrs. Davis is an investor in antiques operating out
of her home. Mr. Davis is a self-employed investment analyst and
works out of his home.
(d) During the last five years, neither Mr. Davis nor
Mrs. Davis have been convicted in a criminal proceeding (excluding
traffic or similar misdemeanors).
(e) During the last five years, neither Mr. Davis nor
Mrs. Davis has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceedings was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or state securities laws or finding
any violation with respect to such laws.
(f) Mr. Davis and Mrs. Davis are each citizens of the
United States.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a stock subscription for Common Stock of
Peoples, Mr. Davis paid $149,500.00 for an aggregate of 14,950
shares of Common Stock. Additionally, Mr. Davis purchased an
aggregate of 44,850 shares of Common Stock in private transactions
for a total aggregate purchase price of $508,300.00. Mr. Davis also
paid an aggregate of $224,659.00 for an aggregate of 16,600 shares
of Common Stock owned by him in over-the-counter transactions
through standard brokerage accounts maintained by Mr. Davis. All
shares were purchased with personal funds of Mr. Davis.
Page 4 of 9 Pages
<PAGE>
Item 4. PURPOSE OF TRANSACTION.
Mr. and Mrs. Davis have acquired the shares of Common
Stock for investment and not with the purpose of changing or
influencing the control of Peoples. Consistent with this
purpose, Mr. Davis routinely monitors the performance of companies
in which he and Mrs. Davis invest through the review of their
periodic financial statements and reports and intends to do so with
regard to Peoples. In connection therewith, Mr. Davis sometimes
engages in oral and written communications with the officers and
directors of a company to discuss his views on its performance.
Such communications may include suggestions regarding ways to
enhance company performance and increase shareholder value. To the
extent he deems appropriate, Mr. Davis may engage in such
communications with the officers and directors of Peoples.
Other than as described above, 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) 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 76,400 shares, representing 5.12
percent of the outstanding shares of Common Stock based on
1,491,012 shares of Common Stock disclosed by Peoples as
outstanding on February 7, 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
76,400 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 76,400 shares of Common Stock
owned by Mr. Davis.
(c) A description of all transactions in the shares of
Common Stock which have been effected by Mr. Davis is set forth in
Schedule A attached hereto and is incorporated herein by reference.
(d) and (e) - Not applicable.
Page 5 of 9 Pages
<PAGE>
Item 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
There are no relevant contracts, arrangements,
undertakings or relationships between Mr. and/or Mrs. Davis (except
that Mr. Davis and Mrs. Davis are husband and wife and Mr. Davis
generally directs Mrs. Davis' investment decisions with respect to
any of the securities) and/or with any other person with respect to
any securities of Peoples.
Item 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Joint Filing Agreement between Jerome H. Davis and
Susan B. Davis.
Page 6 of 9 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 statement is true, complete and
correct.
2/7/97 Jerome H. Davis
Date (Signature)
2/7/97 Susan B. Davis
Date (Signature)
Page 7 of 9 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. 9/12/96 14,950 $10.00 Peoples *<F4>
Fin'l
Corp'tn
2. 9/20/96 14,950 11.00 PT **<F5>
3. 9/20/96 14,950 11.25 PT **<F5>
4. 10/2/96 14,950 11.75 PT **<F5>
5. 12/12/96 3,500 13.00 OTC ***<F6>
6. 1/2/97 1,000 13.125 OTC ***<F6>
7. 1/6/97 1,000 13.125 OTC ***<F6>
8. 1/13/97 1,100 13.44 OTC ***<F6>
9. 1/14/97 5,000 13.50 OTC ***<F6>
10. 1/29/97 5,000 14.125 OTC ***<F6>
__________________________________
<FN>
<F4>
* Purchased directly from Peoples Financial Corporation in an
initial public offering pursuant to a stock subscription.
</FN>
<FN>
<F5>
** Purchased directly from a shareholder of Peoples Financial
Corporation in a private transaction ("PT").
</FN>
<FN>
<F6>
*** Transaction effected in the over-the-counter market ("OTC")
through a standard brokerage account maintained by Mr. Davis.
</FN>
</TABLE>
Page 8 of 9 Pages
Exhibit 1
JOINT FILING AGREEMENT
Each of the undersigned agrees that the Statement,
including amendments, on Schedule 13D relating to shares of Common
Stock of Peoples Financial Corporation to which this Agreement is
attached is being filed on behalf of each of the undersigned.
2/7/97 Jerome H. Davis
Date (Signature)
2/7/97 Susan B. Davis
Date (Signature)
Page 9 of 9 Pages
