X0202 4 2004-09-30 0 0000715072 PEOPLES HOLDING CO PHC 0001192033 DICKERSON MARSHALL C/O PEOPLES BANK & TRUST CO 209 TROY STREET TUPELO MS 38802-0709 1 0 0 0 Phantom Stock 31.73 2004-09-30 4 A 0 38.61 31.73 A Common Stock 38.61 215.28 D The stock units are to be settled 100% in common stock upon the reporting person's retirement or upon approved request for hardship reasons. The phantom stock units were accrued under the PHC deferred compensation plan. The conversion or exercise price is one for one. Marshall Dickerson 2004-10-04