PEOPLES FINANCIAL CORP INC /PA/
8-K, 1997-04-14
STATE COMMERCIAL BANKS
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                 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      
      
                   Date of Report - April 14, 1997    
     
                  PEOPLES FINANCIAL CORP., INC.      
         ----------------------------------------------------
        (Exact name of registrant as specified in its charter)    

       
    Pennsylvania                 33-88802         25-1469914    
- ---------------------------    -------------      -----------     
(State or other jurisdiction (Commission File    (IRS Employer    
    of Incorporation)             Number)       Identification    
                                                   Number)      
   
                                           
Ford Street and Fourth Avenue, Ford City, PA           16226
- --------------------------------------------         ----------- 
(Address of principal executive offices)              (Zip Code)  

 
Registrant's telephone number including area code: (717) 763-1221
                                                   --------------
      
                                N/A      
- ----------------------------------------------------------------- 
   (Former name or former address, if changed since last report)  

 
  
<PAGE>      
      
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 April 11, 1997, the Issuer released a Press Release
           attached at Item 7 as Exhibit 99.
       
Item 6.    Resignations of Registrant's Directors.      
      
           Not Applicable.      
      
Item 7.    Financial Statements and Exhibits.      
      
           Exhibits:      
      
           Exhibit 99 - Press Release

Item 8.    Change in Fiscal Year.      
      
           Not Applicable.      
      
<PAGE>      
      
     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.      
      
                             PEOPLES FINANCIAL CORP., INC.
                             (Registrant)      
      
      
Dated: April 14, 1997         /s/ R. B. Robertson
                             ---------------------------------
                             R. B. Robertson, Chairman and
                             Chief Executive Officer



<PAGE>

                          EXHIBIT INDEX

                                                PAGE NO.
                                                IN MANUALLY
                                                SIGNED 
EXHIBIT NO.                                     ORIGINAL
- -----------                                     -----------
                    
   99            Press Release                     5
                



                           EXHIBIT 99

                 PRESS RELEASE OF APRIL 11, 1997

<PAGE>

                          PRESS RELEASE


Peoples Financial Corp., Inc. ("PFC") announced the final results
of its annual shareholders meeting held April 8, 1997 at Mister
O's.  The management slate of nominees received 87% of the voted
shares with 96.8% of all outstanding shares voting.  Elected and
returning to the Board are: R. B. Robertson, Darl Hetrick, Howard
Shreckengost, and R. B. Robertson, Jr. of Clarion County, Frank
L. Doverspike, William Toy, Frank Baker, and Marlin Foreman of
Armstrong County, J. Jack Sherman of Forest County, Francis Kane
of Indiana County, and Brian Henry of northern Allegheny County. 
The former President, C. Edward Dunmire, who had nominated an
insurgency slate of eight nominees, received 13% of the shares 
voted.  PFC is the bank holding company of PFC Bank with its two
divisions, New Bethlehem Bank and Peoples Bank of PA.

R. B. Robertson, Chairman and CEO of PFC, said he was gratified
by the outstanding turnout and support for the Board of
Directors.  Further he hopes that PFC can now put the proxy
contest behind it and concentrate its efforts on building
long-term shareholder value for all shareholders.

James L. Kifer, Executive Vice President and CFO, announced at
the annual meeting that the unaudited results of net income for
the first quarter were $882,004, which is a 49.5% improvement
over net income for the first quarter of 1996.  In addition, the
quarterly shareholders' dividend for the first quarter paid on
March 15, 1997 increased 4.3% over the same period for 1996.    



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