10-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

Commission File Number 001-12103

PEOPLES FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	64-0709834
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification number)

Lameuse and Howard Avenues, Biloxi, Mississippi	39533
(Address of principal executive offices)	(Zip code)

228-435-5511

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12 (b) of the Act:

	Name of Each Exchange on
Title of Each Class	Which Registered
None	None

Securities registered pursuant to Section 12 (g) of the Act:

Common, $1.00 Par Value

(Title of each class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES o NO þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þ

Note — Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to the Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer þ	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o NO þ

At June 30, 2007, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $112,522,000.

On February 29, 2008, the registrant had outstanding 5,396,215 shares of common stock, par value of $1.00 per share.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Annual Report to Shareholders for the year ended December 31, 2007 are incorporated by reference into Parts I, II and III of this report. Except for those portions of the Registrant’s Annual Report to Shareholders expressly incorporated herein by reference, the Annual Report is not deemed filed with the Securities and Exchange Commission. Portions of the Registrant’s Definitive Proxy Statement issued in connection with the Annual Meeting of Shareholders to be held April 16, 2008, are incorporated by reference into Part III of this report.

CONTENTS

PART I
Item 1.	Description of Business	1
Item 1a.	Risk Factors	27
Item 1b.	Unresolved Staff Comments	31
Item 2.	Properties	31
Item 3.	Legal Proceedings	32
Item 4.	Submission of Matters to a Vote of Security Holders	32
PART II
Item 5.	Market for the Registrant’s Common Stock And Related Stockholder Matters	32
Item 6.	Selected Financial Data	33
Item 7.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	33
Item 7a.	Quantitative and Qualitative Disclosures About Market Risk	34
Item 8.	Financial Statements and Supplementary Data	34
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	34
Item 9a.	Controls and Procedures	34
Item 9b.	Other Information	35
PART III
Item 10.	Directors and Executive Officers of the Registrant	35
Item 11.	Executive Compensation	36
Item 12.	Security Ownership of Certain Beneficial Owners and Management	36
Item 13.	Certain Relationships and Related Transactions	36
Item 14.	Principal Accountant Fees and Services	36
PART IV
Item 15.	Exhibits and Financial Statement Schedules	37
Annual Report to Shareholders
Summary Report to Shareholders
Consent of Independent Registered Public Accounting Firm - Piltz, Williams, LaRosa & Co.
Consent of Independent Registered Public Accounting Firm - Porter Keadle Moore, LLP
Certification of CEO Pursuant to Section 302
Certification of CFO Pursuant to Section 302
Certification of CEO Pursuant to Section 906
Certification of CFO Pursuant to Section 906

PART I

ITEM 1 — DESCRIPTION OF BUSINESS

BACKGROUND AND CURRENT OPERATIONS

General

Peoples Financial Corporation (the “Company”) was organized as a one bank holding company in 1984. The Company is headquartered in Biloxi, Mississippi. At December 31, 2007, the Company operates in the state of Mississippi through its wholly-owned subsidiary, The Peoples Bank, Biloxi, Mississippi (the “Bank”). The Company is engaged, through this subsidiary, in the banking business. The Bank is the Company’s principal asset and primary source of revenue.

The Main Office, operations center and asset management and trust services of the Bank are located in downtown Biloxi, MS. At December 31, 2007, the Bank also had fifteen (15) branches located throughout Harrison, Hancock, Jackson and Stone Counties. The Bank has automated teller machines (“ATM”) at its Main Office, all branch locations and at numerous non-proprietary locations.

The Bank Subsidiary

The Company’s wholly-owned bank subsidiary is The Peoples Bank, which was originally chartered in 1896 in Biloxi, Mississippi. The Bank is a state chartered bank whose deposits are insured under the Federal Deposit Insurance Act. The Bank is not a member of the Federal Reserve System. The legal name of the Bank was changed to The Peoples Bank, Biloxi, Mississippi, during 1991.

Most of the Bank’s business originates from the trade area of Harrison, Hancock, Stone and Jackson Counties in Mississippi; however, some business is obtained from other counties in southern Mississippi.

Nonbank Subsidiary

In 1985, PFC Service Corp. (“PFC”) was chartered and began operations as the second wholly-owned subsidiary of Peoples Financial Corporation. The purpose of PFC was principally the leasing of automobiles and equipment. PFC is inactive at this time.

Products And Services

The Bank currently offers a variety of services to state, county and local government entities and individuals and small and commercial businesses within its trade area. The Bank currently offers a variety of services to state, county and local government entities and individuals and small and commercial businesses within its trade area.

The Bank’s primary lending focus is to offer business, commercial, real estate, construction, personal and installment loans, with an emphasis on commercial lending. Concentrations in the hotel/motel

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and gaming industries are monitored by the Company. Each loan officer has board approved lending limits on the principal amount of secured and unsecured loans that can be approved for a single borrower without prior approval of the loan committee. All loans, however, must meet the credit underwriting standards and loan policies of the Bank.

Deposit services include interest bearing and non-interest bearing checking accounts, savings accounts, certificates of deposit, and IRA accounts. The Bank also offers a non-deposit funds management account, which is not insured by the Federal Deposit Insurance Corporation (“FDIC”). The Bank generally provides depository accounts to individuals and small and middle market businesses in its trade area at interest rates consistent with market conditions.

The Bank’s Asset Management and Trust Services Department offers personal trust, agencies and estate services, including living and testamentary trusts, executorships, guardianships, and conservatorships. Benefit accounts maintained by the Department primarily include self-directed individual retirement accounts. Escrow management, stock transfer and bond paying agency accounts are available to corporate customers.

The Bank also offers a variety of other functions including collection services, wire services, safe deposit box facilities, night drop facilities, cash management and Internet banking. The Bank has more than forty-five ATMs at its branch locations and other off-site, non-proprietary locations, providing bank customers access to their depository accounts. The Bank is a member of the PULSE network.

There has been no significant change in the kind of services offered by the Bank during the last three fiscal years.

Customers

The Bank has a large number of customers acquired over a period of many years and is not dependent upon a single customer or upon a few customers. The Bank also provides services to customers representing a wide variety of industries including seafood, retail, hospitality, hotel/motel, gaming and construction. While the Company has pursued external growth strategies on a limited basis, its primary focus has been on internal growth by the Bank through the establishment of new branch locations and an emphasis on strong customer relationships.

Employees

At December 31, 2007, the Bank employed 207 full-time employees and 11 part-time employees. The Company has no employees who are not employees of the bank subsidiary. Through the bank, employees receive salaries and benefits, which include 401(k), ESOP, cafeteria plan, life, health and disability insurance. The Company considers its relationship with its employees to be good.

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Competition

The Bank is in direct competition with numerous local and regional commercial banks as well as other non-bank institutions. Interest rates paid and charged on deposits and loans are the primary competitive factors within the Bank’s trade area. The Bank also competes for deposits and loans with insurance companies, finance companies, brokerage houses and credit unions. The principal competitive factors in the markets for deposits and loans are interest rates paid and charged. The Company also competes through efficiency, quality of customer service, range of services and products it provides, the convenience of its branch and ATM locations and the accessibility of its staff. The Bank intends to continue its strategy of being a local, community bank offering traditional bank services and providing quality service in its local trade area.

Miscellaneous

The Bank holds no patents, licenses (other than licenses required to be obtained from appropriate bank regulatory agencies), franchises or concessions.

The Bank has not engaged in any research activities relating to the development of new services or the improvement of existing services except in the normal course of its business activities. The Bank presently has no plans for any new line of business requiring the investment of a material amount of total assets.

Available Information

The Company maintains an internet website at www.thepeoples.com. The Company’s Annual Report to Shareholders is available on the Company’s website. Also available through the website is a link to the Company’s filings with the Securities and Exchange Commission. Information on the Company’s website is not incorporated into this Form 10-K or the Company’s other securities filings and is not part of them.

REGULATION AND SUPERVISION

Bank Holding Company

The Company is required to file certain reports with, and otherwise comply with the rules and regulations of, the Securities and Exchange Commission under federal securities laws. The common stock of the Company is listed on the NASDAQ capital market exchange, such listing subjecting the Company to compliance with the exchange’s requirements with respect to reporting and other rules and regulations.

The Company is a registered one bank holding company under the Bank Holding Company Act of 1956, as amended, and is subject to extensive regulation by the Board of Governors of the Federal Reserve System. As such, the Company is required to file periodic reports and additional information required by the Federal Reserve. The Federal Reserve Board may also make examinations of the Company and its subsidiaries.

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The Bank Holding Company Act requires every bank holding company to obtain the prior approval of the Federal Reserve Board 1) before it may acquire substantially all the assets of any bank or ownership or control of any voting shares of any bank if, after the acquisition, it would own or control, directly or indirectly, more than 5 percent of the voting shares of the bank, 2) before it or any of its subsidiaries other than a bank may acquire all of the assets of a bank, 3) before it may merge with any other bank holding company or 4) before it may engage in permissible non-banking activities.

A bank holding company is generally prohibited from engaging in, or acquiring direct or indirect control of, voting shares of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the Federal Reserve to be so closely related to banking or the managing or controlling of banks as to be a proper incident thereto. Some of the activities the Federal Reserve Board has determined by regulation to be closely related to banking are the making and servicing of loans; performing certain bookkeeping or data processing services; acting as fiduciary or investment or financial advisor; making equity or debt investments in corporations or projects designed primarily to promote community welfare; and leasing transactions if the functional equivalent of an extension of credit and mortgage banking or brokerage. The Bank Holding Company Act does not place territorial limitations on permissible bank-related activities of bank holding companies. Despite prior approval, however, the Federal Reserve has the power to order a holding company or its subsidiaries to terminate any activity or its control of any subsidiary when it has reasonable cause to believe that continuation of such activity or control of such subsidiary constitutes a serious risk to the financial safety, soundness or stability of any bank subsidiary of that holding company.

A bank holding company and its subsidiaries are also prohibited from acquiring any voting shares of or interest in, any banks located outside the state in which the operations of the bank holding company’s subsidiaries are located, unless the acquisition is specially authorized by the statute of the state in which the target is located. Mississippi has enacted legislation which authorizes interstate acquisitions of banking organizations by bank holding companies outside of Mississippi, and also interstate branching transactions, subject to certain conditions and restrictions.

The Gramm-Leach-Bliley Act of 1999 (the “Financial Services Modernization Act”) allows bank holding companies to engage in a wider range of financial activities. In order to engage in such activities, which, among others, include underwriting and selling insurance; providing financial, investment or economic advisory services; and underwriting, dealing in or making a market in securities, a bank holding company must elect to become a financial holding company. The Act also authorized the establishment of financial subsidiaries in order to engage in such financial activities, with certain limitations.

The Act also contains a number of other provisions affecting the Company’s operations. One of the most important of these provisions relates to the issue of privacy. Federal banking regulators were authorized by the Act to adopt rules designed to protect the financial privacy of consumers. These rules implemented notice requirements and restrictions on a financial institution’s ability to disclose nonpublic personal information about consumers to non-affiliated third parties.

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As of the date of this Form 10-K, the Company has not taken any action to adopt either the financial holding company or the financial subsidiary structures that were authorized by the Act.

The Federal Reserve has adopted capital adequacy guidelines for use in its examination and regulation of bank holding companies. The regulatory capital of a bank holding company under applicable federal capital adequacy guidelines is particularly important in the Federal Reserve’s evaluation of a holding company and any applications by the bank holding company to the Federal Reserve. A financial institution’s failure to meet minimum regulatory capital standards can lead to other penalties, including termination of deposit insurance or appointment of a conservator or receiver for the financial institution. Risk-based capital ratios are the primary measure of regulatory capital presently applicable to bank holding companies. Risk-based capital guidelines are designed to make regulatory capital requirements more sensitive to differences in risk profiles among banks and bank holding companies, to account for off-balance sheet exposure and to minimize disincentives for holding liquid assets.

The Federal Reserve rates bank holding companies by a component and composite 1 — 5 rating system. This system is designed to help identify institutions which require special attention. Financial institutions are assigned ratings in the areas of capital adequacy, asset quality, management capability, the quality and level of earnings, the adequacy of liquidity and sensitivity to interest rate fluctuations based on the evaluation of the financial condition and operations.

The Company is a legal entity separate and distinct from the Bank. There are various restrictions that limit the ability of the Bank to finance, pay dividends or otherwise supply funds to the Company. In addition, the Bank is subject to certain restrictions on any extension of credit to the bank holding company or any of its subsidiaries, on investments in the stock or other securities thereof and on the taking of such stock or securities as collateral for loans to any borrower. Further, a bank holding company and its subsidiaries are prohibited from engaging in certain tie-in arrangements in connection with extensions of credit, leases or sale of property, or furnishing of services.

Bank Subsidiary

The Bank is subject to the regulation of and examination by the Mississippi Department of Banking and Consumer Finance (“Department of Banking”) and the FDIC. Areas subject to regulation include required reserves, investments, loans, mergers, branching, issuance of securities, payment of dividends, capital adequacy, management practices and other areas of banking operations. These regulatory authorities examine such areas as loan and investment quality, management practices, procedures and practices and other aspects of operations. In addition to these regular examinations, the Bank must furnish periodic reports to its regulatory authorities containing a full and accurate statement of affairs. The Bank is subject to deposit insurance assessments by the FDIC and assessments by the Department of Banking to provide operating funds for that agency.

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The Bank is a member of the FDIC, and its deposits are insured by law by the Bank Insurance Fund (“BIF”). On December 19, 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) was enacted. The Federal Deposit Insurance Act, as amended by Section 302 of FDICIA, calls for risk-related deposit insurance assessment rates. This risk classification of an institution will determine its deposit insurance premium. Assignment to one of the three capital groups, coupled with assignment to one of three supervisory sub-groups, determines which of the nine risk classifications is appropriate for an institution.

In general, FDICIA subjects bank and bank holding companies to significantly increased regulation and supervision. FDICIA increased the borrowing authority of the FDIC in order to recapitalize the BIF, and the future borrowings are to be repaid by increased assessments on FDIC member banks. Other significant provisions of FDICIA require a new regulatory emphasis linking supervision to bank capital levels. Also, federal banking regulators are required to take prompt regulatory action with respect to depository institutions that fall below specified capital levels and to draft non-capital regulatory measures to assure bank safety.

FDICIA further requires regulators to perform annual on-site bank examinations, places limits on real estate lending and tightens audit requirements. The new legislation eliminated the “too big to fail” doctrine, which protects uninsured deposits of large banks, and restricts the ability of undercapitalized banks to obtain extended loans from the Federal Reserve Board discount window. FDICIA also imposed new disclosure requirements relating to fees charged and interest paid on checking and deposit accounts. Most of the significant changes brought about by FDICIA required new regulations.

In addition to regulating capital, the FDIC has broad authority to prevent the development or continuance of unsafe or unsound banking practices. Pursuant to this authority, the FDIC has adopted regulations that restrict preferential loans and loan amounts to “affiliates” and “insiders” of banks, require banks to keep information on loans to major stockholders and executive officers and bar certain director and officer interlocks between financial institutions. The FDIC is also authorized to approve mergers, consolidations and assumption of deposit liability transactions between insured banks and between insured banks and uninsured banks or institutions to prevent capital or surplus diminution in such transactions where the resulting, continuing or assumed bank is an insured nonmember state bank.

Although the Bank is not a member of the Federal Reserve System, it is subject to Federal Reserve regulations that require the Bank to maintain reserves against transaction accounts, primarily checking accounts. Because reserves generally must be maintained in cash or in non-interest bearing accounts, the effect of the reserve requirement is to increase the cost of funds for the Bank.

The earnings of commercial banks and bank holding companies are affected not only by general economic conditions but also by the policies of various governmental regulatory authorities, including the Federal Reserve Board. In particular, the Federal Reserve Board regulates money and credit conditions, and interest rates, primarily through open market operations in U.S. Government securities, varying the discount rate of member and nonmember bank borrowing,

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setting reserve requirements against bank deposits and regulating interest rates payable by banks on certain deposits. These policies influence to a varying extent the overall growth and distribution of bank loans, investments, deposits and the interest rates charged on loans. The monetary policies of the Federal Reserve Board have had a significant effect on the operating results of commercial banks in the past and are expected to continue to do so in the future.

Summary

The foregoing is a brief summary of certain statutes, rules and regulations affecting the Company and the Bank. It is not intended to be an exhaustive discussion of all the statutes and regulations having an impact on the operations of the Company or the Bank. Additional legislation may be enacted at the federal or state level which may alter the structure, regulation and competitive relationships of financial institutions. It cannot be predicted whether and in what form any of these proposals will be adopted or the extent to which the business of the Company or the Bank may be affected thereby.

SUPPLEMENTAL STATISTICAL INFORMATION

Schedules I-A through VII present certain statistical information regarding the Company. This information is not audited and should be read in conjunction with the Company’s Consolidated Financial Statements and Notes to Consolidated Financial Statements found at pages 8 — 27 of the 2007 Annual Report to Shareholders.

Distribution of Assets, Liabilities and Shareholders’ Equity and Interest Rates and Differentials

Net Interest Income, the difference between Interest Income and Interest Expense, is the most significant component of the Company’s earnings. For interest analytical purposes, Management adjusts Net Interest Income to a “taxable equivalent” basis using a 34% Federal Income Tax rate on tax-exempt items (primarily interest on municipal securities).

Another significant statistic in the analysis of Net Interest Income is the effective interest differential, also called the net yield on earning assets. The net yield is the difference between the rate of interest earned on earning assets and the effective rate paid for all funds, non-interest bearing as well as interest bearing. Since a portion of the Bank’s deposits do not bear interest, such as demand deposits, the rate paid for all funds is lower than the rate on interest bearing liabilities alone.

Recognizing the importance of interest differential to total earnings, Management places great emphasis on managing interest rate spreads. Although interest differential is affected by national, regional and area economic conditions, including the level of credit demand and interest rates, there are significant opportunities to influence interest differential through appropriate loan and investment policies which are designed to maximize the interest differential while maintaining sufficient liquidity and availability of “incremental funds” for purposes of meeting existing

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commitments and investment in lending and investment opportunities that may arise.

The information included in Schedule I-F presents the change in interest income and interest expense along with the reason(s) for these changes. The change attributable to volume is computed as the change in volume times the old rate. The change attributable to rate is computed as the change in rate times the old volume. The change in rate/volume is computed as the change in rate times the change in volume.

Summary of Loan Loss Experience

In the normal course of business, the Bank assumes risks in extending credit. The Bank manages these risks through its lending policies, loan review procedures and the diversification of its loan portfolio. Although it is not possible to predict loan losses with complete accuracy, Management constantly reviews the characteristics of the loan portfolio to determine its overall risk profile and quality.

Constant attention to the quality of the loan portfolio is achieved by the loan review process. Throughout this ongoing process, Management is advised of the condition of individual loans and of the quality profile of the entire loan portfolio. Any loan or portion thereof which is classified “loss” by regulatory examiners or which is determined by Management to be uncollectible because of such factors as the borrower’s failure to pay interest or principal, the borrower’s financial condition, economic conditions in the borrower’s industry or the inadequacy of underlying collateral, is charged-off.

Provisions are charged to operating expense based upon historical loss experience, and additional amounts are provided when, in the opinion of Management, such provisions are not adequate based upon the current factors affecting loan collectibility.

The allocation of the allowance for loan losses by loan category is based on the factors mentioned in the preceding paragraphs. Accordingly, since all of these factors are subject to change, the allocation is not necessarily indicative of the breakdown of future losses.

Hurricane Katrina destroyed tens of thousands of homes and businesses in the Company’s trade area, thus resulting in potential loan losses to the Bank subsidiary. An evaluation of the loan portfolio to assess the impact of Hurricane Katrina was initiated by the Company as soon as possible, in accordance with generally accepted accounting principles and established loan review policies. The comments concerning the provision for loan losses and the allowance for loan losses presented in “Management’s Discussion and Analysis” at pages 1 — 7 of the 2007 Annual Report to Shareholders and “Note A — Business and Summary of Significant Accounting Policies” at pages 13 - 27 of the 2007 Annual Report to Shareholders are incorporated herein by reference.

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Return on Equity and Assets

The information under the captions “Five-Year Comparative Summary of Selected Financial Information” on page 31 and “Management’s Discussion and Analysis” on pages 1 — 7 of the 2007 Annual Report are incorporated herein by reference.

Dividend Payout

	Years Ended December 31,
	2007			2006			2005
Dividend payout ratio		25.87	%		19.13	%		37.74	%

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SCHEDULE I-A
Distribution of Average Assets, Liabilities and Shareholders’ Equity for the Periods Indicated (2)

Years Ended December 31, (In thousands)	2007		2006		2005
ASSETS:
Cash and due from financial institutions	$	49,491	$	65,931	$	39,162
Available for sale securities:
Taxable securities		388,577		262,940		181,041
Non-taxable securities		18,864		15,213		14,027
Other securities		5,731		4,940		4,446
Held to maturity securities:
Taxable securities		21,443		137,707		22,991
Non-taxable securities		4,780		5,791		6,253
Net loans (1)		417,995		366,201		331,404
Federal funds sold		5,763		6,933		40,323
Other assets		50,878		43,703		37,956
TOTAL ASSETS	$	963,522	$	909,359	$	677,603
LIABILITIES AND SHAREHOLDERS’ EQUITY:
Non-interest bearing deposits	$	132,719	$	162,636	$	112,922
Interest bearing deposits		481,877		458,195		337,737
Total deposits		614,596		620,831		450,659
Federal funds purchased and securities sold under agreements to repurchase		225,246		178,663		122,263
Other liabilities		22,775		18,856		16,260
Total liabilities		862,617		818,350		589,182
Shareholders’ equity		100,905		91,009		88,421
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	963,522	$	909,359	$	677,603

(1)	Gross loans and discounts, net of unearned income and allowance for loan losses.
(2)	All averages are computed on a daily basis.

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SCHEDULE I-B
Average (2) Amount Outstanding for Major Categories of Interest Earning Assets
and Interest Bearing Liabilities for the Periods Indicated

Years Ended December 31, (In thousands)	2007		2006		2005
INTEREST EARNING ASSETS:
Loans (1)	$	428,447	$	377,172	$	338,761
Federal funds sold		5,763		15,440		40,323
Available for sale securities:
Taxable securities		388,577		262,940		181,041
Non-taxable securities		18,864		15,213		14,027
Other securities		5,731		4,940		4,446
Held to maturity securities:
Taxable securities		21,443		137,707		22,991
Non-taxable securities		4,780		5,791		6,253
TOTAL INTEREST EARNING ASSETS	$	873,605	$	819,203	$	607,842
INTEREST BEARING LIABILITIES:
Savings and negotiable interest bearing deposits	$	268,710	$	303,239	$	223,002
Time deposits		213,167		154,956		114,735
Federal funds purchased and securities sold under agreements to repurchase		225,246		178,663		122,263
Other borrowed funds		8,794		8,213		7,294
TOTAL INTEREST BEARING LIABILITIES	$	715,917	$	645,071	$	467,294

(1)	Net of unearned income. Includes nonaccrual loans.
(2)	All averages are computed on a daily basis.

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SCHEDULE I-C
Interest Earned or Paid on the Major Categories of Interest Earning Assets
and Interest Bearing Liabilities for the Periods Indicated

Years Ended December 31, (In thousands)	2007		2006		2005
INTEREST EARNED ON:
Loans (2)	$	33,642	$	28,735	$	22,690
Federal funds sold		295		778		1,410
Available for sale securities:
Taxable securities		19,822		11,886		6,437
Non-taxable securities		1,109		897		799
Other securities		199		189		194
Held to maturity securities:
Taxable securities		1,082		6,449		808
Non-taxable securities		302		401		421
TOTAL INTEREST EARNED (1)	$	56,451	$	49,335	$	32,759
INTEREST PAID ON:
Savings and negotiable interest bearing deposits	$	5,358	$	5,408	$	2,431
Time deposits		9,356		5,977		2,866
Federal funds purchased and securities sold under agreements to repurchase		10,212		6,916		1,815
Other borrowed funds		526		484		437
TOTAL INTEREST PAID	$	25,452	$	18,785	$	7,549

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2007, 2006 and 2005.
(2)	Loan fees of $854, $592 and $517 for 2007, 2006 and 2005, respectively, are included in these figures.

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SCHEDULE I-D
Average Interest Rate Earned or Paid for Major Categories of
Interest Earning Assets and Interest Bearing Liabilities for the Periods Indicated

Years Ended December 31, (In thousands)	2007			2006			2005
AVERAGE RATE EARNED ON:
Loans		7.85	%		7.62	%		6.70	%
Federal funds sold		5.12			5.04			3.50
Available for sale securities:
Taxable securities		5.10			4.52			3.56
Non-taxable securities		5.88			5.90			5.70
Other securities		3.47			3.83			4.36
Held to maturity securities:
Taxable securities		5.05			4.68			3.51
Non-taxable securities		6.32			6.92			6.73
TOTAL (weighted average rate) (1)		6.46	%		6.02	%		5.39	%
AVERAGE RATE PAID ON:
Savings and negotiable interest bearing deposits		1.99	%		1.78	%		1.09	%
Time deposits		4.39			3.86			2.50
Federal funds purchased and securities sold under agreements to repurchase		4.53			3.87			1.48
Other borrowed funds		5.98			5.89			5.99
TOTAL (weighted average rate)		3.56	%		2.91	%		1.62	%

(1) All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2007, 2006 and 2005.

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SCHEDULE I-E
Net Interest Earnings and Net Yield on Interest Earning Assets

Years Ended December 31,
(In thousands except percentages)	2007			2006			2005
Total interest income (1)	$	56,451		$	49,335		$	32,759
Total interest expense		25,452			18,785			7,549
Net interest earnings	$	30,999		$	30,550		$	25,210
Net yield on interest earning assets (2)		3.55	%		3.73	%		4.15	%

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2007, 2006 and 2005.
(2)	Interest income in 2005 included $900,000 received in nonaccrual loan income from prior years not previously recognized. Net yield would have been 4.00% in 2005 without this interest.

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SCHEDULE I-F
Analysis of Changes In Interest Income and Interest Expense
(In thousands)

			Attributable to:
					Increase
	2007		2006		(Decrease)			Volume			Rate			Rate / Volume
INTEREST INCOME:(1)
Loans (2) (3)	$	33,642	$	28,735	$	4,907		$	3,906		$	881		$	120
Federal funds sold		295		778		(483	)		(488	)		12			(7	)
Available for sale securities:
Taxable securities		19,822		11,886		7,936			5,679			1,527			730
Non-taxable securities		1,109		897		212			215			(2	)		(1	)
Other securities		199		189		10			30			(17	)		(3	)
Held to maturity securities:
Taxable securities		1,082		6,449		(5,367	)		(5,445	)		500			(422	)
Non-taxable securities		302		401		(99	)		(70	)		(35	)		6
Total	$	56,451	$	49,335	$	7,116		$	3,827		$	2,866		$	423
INTEREST EXPENSE:
Savings and negotiable interest bearing deposits	$	5,358	$	5,408	$	(50	)	$	(616	)	$	639		$	(73	)
Time deposits		9,356		5,977		3,379			2,245			824			310
Federal funds purchased and securities sold under agreements to repurchase		10,212		6,916		3,296			1,803			1,184			309
Other borrowed funds		526		484		42			34			7			1
Total	$	25,452	$	18,785	$	6,667		$	3,466		$	2,654		$	547

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2007 and 2006.
(2)	Loan fees are included in these figures.
(3)	Includes interest on nonaccrual loans.

15

SCHEDULE I-F (continued)
Analysis of Changes in Interest Income and Interest Expense
(In thousands)

			Attributable to:
					Increase
	2006		2005		(Decrease)			Volume			Rate			Rate / Volume
INTEREST INCOME:(1)
Loans (2) (3)	$	28,735	$	22,690	$	6,045		$	2,573		$	3,119		$	353
Federal funds sold		778		1,410		(632	)		(870	)		622			(384	)
Available for sale securities:
Taxable securities		11,886		6,437		5,449			2,912			1,747			790
Non-taxable securities		897		799		98			68			28			2
Other securities		189		194		(5	)		22			(24	)		(3	)
Held to maturity securities:
Taxable securities		6,449		808		5,641			4,032			269			1,340
Non-taxable securities		401		421		(20	)		(31	)		12			(1	)
Total	$	49,335	$	32,759	$	16,576		$	8,706		$	5,773		$	2,097
INTEREST EXPENSE:
Savings and negotiable interest bearing deposits	$	5,408	$	2,431	$	2,977		$	875		$	1,546		$	556
Time deposits		5,977		2,866		3,111			1,005			1,560			546
Federal funds purchased and securities sold under agreements to repurchase		6,916		1,815		5,101			837			2,918			1,346
Other borrowed funds		484		437		47			55			(4	)		(4	)
Total	$	18,785	$	7,549	$	11,236		$	2,772		$	6,020		$	2,444

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 34% in 2006 and 2005.
(2)	Loan fees are included in these figures.
(3)	Includes interest on nonaccrual loans.

16

SCHEDULE II-A
Securities Portfolio
Book Value of Securities Portfolio at the Dates Indicated

December 31, (In thousands):	2007		2006		2005
Available for sale securities:
U. S. Government, agency and corporate obligations	$	360,489	$	376,164	$	161,301
States and political subdivisions		22,483		17,085		14,150
Other securities		4,057		3,958		2,943
Total	$	387,029	$	397,207	$	178,394
Held to maturity securities:
U. S. Government, agency and corporate obligations	$		$	80,487	$	127,897
States and political subdivisions		4,630		5,087		6,150
Total	$	4,630	$	85,574	$	134,047

17

SCHEDULE II-B
Maturity of Securities Portfolio at December 31, 2007
And Weighted Average Yields of Such Securities

	Maturity
	(In thousands except percentage data)
						After one but					After five but
	Within one year					within five years					within ten years					After ten years
	Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Available for sale securities:
U. S. Government, agency and corporate obligations	$	59,337		4.58	%	$	179,840		4.89	%	$	40,406		5.72	%	$	80,906		5.90	%
States and political subdivisions		2,419		4.04	%		5,118		3.88	%		6,899		3.94	%		8,047		4.13	%
Other																	4,057		3.47	%
Totals	$	61,756		4.56	%	$	184,958		4.87	%	$	47,305		5.53	%	$	93,010		5.72	%
Held to maturity securities:
States and political subdivisions	$	1,238		4.44	%	$	1,015		4.30	%	$	2,377		4.21	%	$
Totals	$	1,238		4.44	%	$	1,015		4.30	%	$	2,377		4.21	%	$

Note: The weighted average yields are calculated on the basis of cost. Average yields on investments in states and political subdivisions are based on their contractual yield.

18

SCHEDULE III-A
Loan Portfolio
Loans by Type Outstanding (1)

December 31, (In thousands):	2007		2006		2005		2004		2003
Real estate, construction	$	93,739	$	24,317	$	20,663	$	20,926	$	14,896
Real estate, mortgage		265,465		300,807		258,573		250,676		223,246
Loans to finance agricultural production and other loans to farmers		2,545		2,502		2,795		4,251		3,980
Commercial and industrial loans		76,267		57,796		53,473		44,983		41,832
Loans to individuals for household, family and other consumer expenditures		11,173		13,415		11,812		11,387		15,252
Obligations of states and political subdivisions		1,747		2,094		1,423		1,654		2,560
All other loans		56		263		607		316		389
Totals	$	450,992	$	401,194	$	349,346	$	334,193	$	302,155

(1) No foreign debt outstanding.

19

SCHEDULE III-B
Maturities and Sensitivity to Changes in
Interest Rates of the Loan Portfolio as of December 31, 2007

	Maturity (In thousands)
			Over one year
	One year or		through 5
	less		years		Over 5 years		Total
Loans:
Real estate, construction	$	39,807	$	36,490	$	17,442	$	93,739
Real estate, mortgage		40,708		152,154		72,603		265,465
Loans to finance agricultural production and other loans to farmers		2,545						2,545
Commercial and industrial loans		42,609		32,298		1,360		76,267
Loans to individuals for household, family and other consumer expenditures		3,515		7,289		369		11,173
Obligations of states and political subdivisions		26		1,344		377		1,747
All other loans		56						56
Totals	$	129,266	$	229,575	$	92,151	$	450,992
Loans with pre-determined interest rates	$	48,154	$	148,934	$	7,585	$	204,673
Loans with floating interest rates		81,112		80,641		84,566		246,319
Totals	$	129,266	$	229,575	$	92,151	$	450,992

20

SCHEDULE III-C
Non-Performing Loans

December 31, (In thousands):	2007		2006		2005		2004		2003
Loans accounted for on a non-accrual basis (1)	$	45	$	349	$	267	$	6,164	$	7,415
Loans which are contractually past due 90 or more days as to interest or principal payment, but are not included above		1,234		3,295		762		1,190		4,867

(1) The Bank places loans on a nonaccrual status when, in the opinion of Management, they possess sufficient uncertainty as to timely collection of interest or principal so as to preclude the recognition in reported earnings of some or all of the contractual interest. See Note C to the 2007 Annual Report to Shareholders for discussion of impaired loans.

21

SCHEDULE IV-A
Summary of Loan Loss Expenses
(In thousands except percentage data)

	2007			2006			2005			2004			2003
Average amount of loans outstanding (1)	$	428,447		$	377,172		$	338,761		$	323,190		$	293,708
Balance of allowance for loan losses at the beginning of period	$	10,841		$	10,966		$	6,570		$	6,399		$	6,697
Loans charged-off:
Commercial, financial and agricultural		139			254			37			105			109
Consumer and other		545			475			525			666			1,236
Total loans charged-off		684			729			562			771			1,345
Recoveries of loans previously charged-off:
Commercial, financial and agricultural		23			147			6			49			42
Consumer and other		243			316			1,338			445			558
Total recoveries		266			463			1,344			494			600
Net loans charged-off (recovered)		418			266			(782	)		277			745
Provision for loan losses charged to operating expense		(1,045	)		141			3,614			448			447
Balance of allowance for loan losses at end of period	$	9,378		$	10,841		$	10,966		$	6,570		$	6,399
Ratio of net charge-offs during period to average loans outstanding		.10	%		.07	%		(.23	)%		.09	%		.25	%

(1) Net of unearned income.

22

SCHEDULE IV-B
Allocation of the Allowance for Loan Losses

	2007				2006				2005				2004				2003
			% of				% of				% of				% of				% of
			Loans				Loans				Loans				Loans				Loans
Balance at December			to Total				to Total				to Total				to Total				to Total
31, ( In thousands)	Amount		Loans		Amount		Loans		Amount		Loans		Amount		Loans		Amount		Loans
Real estate, construction	$	2,793		21	$	1,474		6	$	941		5	$	860		6	$	658		5
Real estate, mortgage		3,980		59		6,058		74		7,605		74		3,496		75		3,229		74
Loans to finance agricultural production and other loans to farmers		19		1		42		1		28		1		38		1		20		1
Commercial and industrial loans		2,462		16		3,038		14		2,184		15		2,072		13		1,963		14
Loans to individuals for household, family and other consumer expenditures		122		1		225		3		206		3		103		3		525		4
Obligations of states and political subdivisions				1				1				1				1				1
All other loans		2		1		4		1		2		1		1		1		4		1
Unallocated				N/A				N/A				N/A				N/A				N/A
Totals	$	9,378		100	$	10,841		100	$	10,966		100	$	6,570		100	$	6,399		100

23

SCHEDULE V
Summary of Average Deposits and Their Yields

	2007					2006					2005
Years Ended December 31, (In thousands
except for percentage data)	Amount		Rate			Amount		Rate			Amount		Rate
Demand deposits in domestic offices	$	132,719		N/A		$	162,636		N/A		$	112,922		N/A
Negotiable interest bearing deposits in domestic offices		217,352		2.24	%		237,391		2.04	%		175,686		1.17	%
Savings deposits in domestic offices		51,358		.94	%		65,848		.87	%		47,316		.80	%
Time deposits in domestic offices		213,167		4.39	%		154,956		3.86	%		114,735		2.50	%
Total deposits	$	614,596		2.39	%	$	620,831		1.83	%	$	450,659		1.18	%

Certificates of deposit outstanding in amounts $100,000 or more (in thousands) by the amount of time remaining until maturity as of December 31, 2007, are as follows:

Remaining maturity:
3 months or less	$	104,292
Over 3 through 6 months		16,685
Over 6 months through 12 months		44,952
Over 12 months		149
Total	$	166,078

24

SCHEDULE VI
Short Term Borrowings
(In thousands except percentage data)

	2007			2006			2005
Amount outstanding at December 31,	$	231,225		$	226,032		$	149,268
Weighted average interest rate at December 31,		3.96	%		4.50	%		.95	%
Maximum outstanding at any month-end during year	$	238,464		$	231,450		$	159,090
Average amount outstanding during year	$	225,246		$	178,663		$	122,263
Weighted average interest rate		4.53	%		3.87	%		1.48	%

Note: Short term borrowings include federal funds purchased from other banks and securities sold under agreements to repurchase.

25

SCHEDULE VII
Interest Sensitivity/Gap Analysis

December 31, 2007	0 - 3			4 - 12			1 - 5			Over 5
(In thousands)	Months			Months			Years			Years			Total
ASSETS:
Loans (1)	$	266,210		$	28,260		$	148,892		$	7,585		$	450,947
Available for sale securities		20,284			41,472			184,958			140,315			387,029
Held to maturity securities		455			783			1,015			2,377			4,630
Total assets	$	286,949		$	70,515		$	334,865		$	150,277		$	842,606
FUNDING SOURCES:
Interest bearing deposits	$	350,299		$	84,216		$	20,699		$			$	455,214
Funds management		231,225												231,225
Long-term funds		49			123			5,709			1,219			7,100
Total funding sources	$	581,573		$	84,339		$	26,408		$	1,219		$	693,539
REPRICING/MATURITY GAP:
Period	$	(294,624	)	$	(13,824	)	$	308,457		$	149,058
Cumulative		(294,624	)		(308,448	)		9			149,067
Cumulative Gap/Total Assets		(31.77	%)		(33.26	)%		0.01	%		16.07	%

(1) Amounts stated include fixed and variable rate investments of the balance sheet that are still accruing interest. Variable rate instruments are included in the next period in which they are subject to a change in rate. The principal portions of scheduled payments on fixed rate instruments are included in periods in which they become due or mature.

26

Liquidity

The information included in Management’s Discussion and Analysis at page 5 in the 2007 Annual Report to Shareholders is incorporated herein by reference.

Capital Resources

The information included in Note J — Shareholders’ Equity in the 2007 Annual Report to Shareholders is incorporated herein by reference.

ITEM 1a — RISK FACTORS

An investment in the Company’s stock involves a number of risks. Investors should carefully consider the following risks as well as the other information in this Annual Report on Form 10-K and the documents incorporated by reference before making an investment decision. The realization of any of the risks described below could have a material adverse affect on the Company and the price of its common stock.

RISKS RELATING TO THE COMPANY’S BUSINESS

Greater loan losses than expected may adversely affect the Company’s earnings.

The investment and loan portfolio subject the Company to credit risk. Credit losses are inherent in the banking business and could have a material adverse effect on the Company’s operating results. The Company makes various assumptions and judgments about the collectibility of its loan portfolio and provides an allowance for estimated loan losses based on a number of factors. The Company believes that its current allowance for loan losses is adequate. However, if the Company’s assumptions or judgments prove to be incorrect, the allowance for loan losses may not be sufficient to cover actual loan losses. The Company may have to increase its allowance in the future in response to the request of its primary banking regulators, to adjust for changing conditions and assumptions or as a result of any deterioration in the quality of the Company’s loan portfolio. The actual amount of future provisions for loan losses cannot be determined at this time and may vary from the amounts of past provisions.

The Company has a high concentration of loans secured by real estate, and a downturn in the real estate market could materially and adversely affect earnings.

A significant portion of the Company’s loan portfolio is dependent on real estate. At December 31, 2007, approximately 80% of the Company’s loans had real estate as a primary or secondary component of collateral. The collateral in each case provides an alternate source of repayment if the borrower defaults and may deteriorate in value during the time the credit is extended. An adverse change in the economy affecting the value of real estate generally or in the Company’s trade area specifically could significantly impair the value of the collateral and the ability to sell the collateral

27

upon foreclosure. Furthermore, it is likely that the Company would be required to increase the provision for loan losses. If the Company were required to liquidate the collateral securing a loan to satisfy the debit during a period of reduced real estate value or to increase the allowance for loan losses, the Company’s profitability and financial condition could be adversely impacted.

The Company has a high concentration of exposure to a number of industries.

The Company has a concentration of loan exposure to the hotel/motel and gaming industries. At December 31, 2007, these exposures were $23,000,000 and $75,000,000 or 5% and 17%, respectively, of the total loan portfolio. Given the size of these relationships, a significant loss in either of these portfolios could materially and adversely affect the Company’s earnings.

An economic downturn or a natural disaster, especially one affecting the Company’s trade area, could adversely affect the Company.

The Company’s primary trade area includes four of the six counties in south Mississippi. With the exception of a number of credits that are considered out of area, the Company’s credit exposure is generally limited to the Mississippi Gulf Coast. As a result, the Company is at risk from adverse economic or business developments, including a downturn in real estate values, and natural disasters including hurricanes, floods and tornadoes. If the Mississippi Gulf Coast economy experiences an overall decline as a result of these adverse developments or natural disasters, the rates of delinquencies, foreclosures, bankruptcies and losses on the loan portfolio would probably increase substantially and the value of real estate or other collateral could be adversely affected.

The Company is subject to industry competition which may have an impact on its success.

The profitability of the Company depends on its ability to compete successfully. The Company operates in a highly competitive financial services environment. Certain competitors are larger and may have more resources than the Company. The Company faces competition in its trade area from other commercial banks, savings and loan associations, credit unions, internet banks, finance companies, insurance companies, brokerage and investment banking firms and other financial intermediaries. Some of these nonbank competitors are not subject to the same extensive regulations that govern the Company or the Bank and may have greater flexibility in competing for business. Increased competition could require the Company to increase the rates paid on deposits or lower the rates offered on loans, which could adversely affect and also limit future growth and earnings prospects.

The Company’s profitability is vulnerable to interest rate fluctuations.

The Company’s profitability is dependent to a large extent on net interest income, which is the difference between interest income on interest-earning assets, such as loans and investment securities, and interest expense on interest-bearing liabilities, such as deposits and borrowings. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a given period, a significant increase in market rate of interest could adversely affect net interest income. Conversely, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could result in a decrease in net interest income.

28

In periods of increasing interest rates, loan originations may decline, depending on the performance of the overall economy, which may adversely affect income from these lending activities. Also, increases in interest rates could adversely affect the market value of fixed income assets. In addition, an increase in the general level of interest rates may affect the ability of certain borrowers to pay the interest and principal on their obligations.

Changes in the policies of monetary authorities and other government action could adversely affect the Company’s profitability.

Many factors affect the demand for loans and the ability to attract deposits, including changes in government economic and monetary policies, particularly the Federal Reserve, modifications to tax, banking and credit laws and regulations, national, state and local economic growth rates, employment rates and population trends. The Company’s operating success is heavily dependent upon the ability to maintain a sufficient interest margin between the rates of interest received on loans and investments and the rates paid on deposits and other borrowings. The monetary and economic factors enumerated above, and the need to pay rates sufficient to attract deposits, may adversely affect the Company’s ability to maintain an interest margin sufficient to result in operating profits.

The Company is subject to regulation by various federal and state entities.

The Company is subject to the regulations of the Securities and Exchange Commission (“SEC”), the Federal Reserve Board, the FDIC and the Department of Banking. New regulations issued by these agencies may adversely affect the Company’s ability to carry on its business activities. The Company is also subject to various other federal and state laws and certain changes in these laws and regulations may adversely affect the Company’s operations. Noncompliance with certain of these regulations may impact the Company’s business plans.

The Company is also subject to the accounting rules and regulations of the SEC and the Financial Accounting Standards Board. Changes in accounting rules could adversely affect the reported financial statements or results of operations of the Company and may also require additional effort or cost to implement.

The Company is subject to the requirements under The Sarbanes-Oxley Act of 2002 with respect to the assessment of internal controls over financial reporting.

The Company’s management is required to report on, and the independent auditors to attest to, the effectiveness of internal controls over financial reporting for each fiscal year end. The rules governing the standards that must be met for management to assess internal controls are complex and require significant documentation and testing. In connection with this effort, the Company has and will continue to incur increased expenses and diversion of Management’s time and other internal resources. In connection with the attestation process by the Company’s independent auditors, Management may encounter problems or delays in completing the implementation for any requested improvements and receiving a favorable attestation. If the Company cannot make the required report, or if the Company’s external auditors are unable to provide an unqualified attestation, investor confidence and the Company’s common stock could be adversely affected.

29

The Company is subject to anti-terrorism and money laundering legislation.

The Company is subject to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (the “USA PATRIOT Act”), the Bank Secrecy Act, and rules and regulations of the Office of Foreign Assets Control (the “OFAC”). These statutes and related rules and regulations impose requirements and limitations on specified financial transactions and account relationships, intended to guard against money laundering and terrorism financing. Noncompliance with these rules and regulations may adversely affect the Company’s operations and may impact the Company’s business plans.

The Company relies heavily on technology and computer systems, and advances and changes in technology could significantly affect business.

The Company’s ability to compete depends on the ability to continue to adapt technology on a timely and cost-effective basis to meet customers’ demands. In addition, the Company’s operations are susceptible to negative effects from computer system failures, communication and energy disruption and unethical individuals with the technological ability to cause disruptions or failures of data processing systems.

RISKS RELATING TO AN INVESTMENT IN THE COMPANY’S COMMON STOCK

Securities issued by the Company are not FDIC insured.

The Company’s common stock is not a savings or deposit account or other obligation of the Bank and is not insured by the FDIC, the Bank Insurance Fund or any other government agency or instrumentality, or any private insurer and is subject to investment risk, including the possible loss of principal.

The directors of the Company and executive management own a significant number of shares of stock, allowing further control over business and corporate affairs.

The Company’s directors and executive officers beneficially own approximately 19% of the outstanding common stock of Peoples Financial Corporation. As a result, in addition to their day-to-day management roles, they will be able to exercise significant influence on the Company’s business as shareholders, including influence over election of the Board and the authorization of other corporate actions requiring shareholder approval.

Provisions of the Company’s articles of incorporation and bylaws, Mississippi law and state and federal banking regulations could delay or prevent a takeover by a third party.

Certain provisions of the Company’s articles of incorporation and bylaws and of state and federal law may make it more difficult for someone to acquire control of the Company. Under federal law, subject to certain exemptions, a person, entity or group must notify the federal banking agencies

30

before acquiring 10% or more of the outstanding voting stock of a bank holding company, including the Company’s shares. Banking agencies review the acquisition to determine if it will result in a change of control. The banking agencies have 60 days to act on the notice, and take in to account several factors, including the resources of the acquirer and the antitrust effects of the acquisition. There are also Mississippi statutory provisions and provisions in the Company’s articles of incorporation and bylaws that may be used to delay or block a takeover attempt. As a result, these statutory provisions and provisions in the Company’s articles and bylaws could result in the Company being less attractive to a potential acquirer.

The Company’s future ability to pay dividends is subject to restrictions.

Since the Company is a holding company with no significant assets other than the Bank, the Company has no material source of funds other than dividends received from the Bank. Therefore, the ability to pay dividends to the shareholders will depend on the Bank’s ability to pay dividends to the Company. Moreover, banks and bank holding companies are both subject to certain federal and state regulatory restrictions on cash dividends.

ITEM 1b — UNRESOLVED STAFF COMMENTS

None.

ITEM 2 — PROPERTIES

The principal properties of the Company are its 16 business locations, including the Main Office, which is located at 152 Lameuse Street, Biloxi, MS, 39530. All such properties are owned by the Company. The address of the other branch locations are:

Bay St. Louis Office	408 Highway 90 East, Bay St. Louis, MS 39520
Cedar Lake Office	1740 Popps Ferry Road, Biloxi, MS 39532
Diamondhead Office	5429 West Aloha Drive, Diamondhead, MS 39525
D’Iberville-St. Martin Office	10491 Lemoyne Boulevard, D’Iberville, MS 39540
Downtown Gulfport Office	1105 30th Avenue, Gulfport, MS 39501
Gautier Office	2609 Highway 90, Gautier, MS 39553
Handsboro Office	412 E. Pass Road, Gulfport, MS 39507
Long Beach Office	298 Jeff Davis Avenue, Long Beach, MS 39560
Ocean Springs Office	2015 Bienville Boulevard, Ocean Springs, MS 39564
Orange Grove Office	12020 Highway 49 North, Gulfport, MS 39503
Pass Christian Office	301 East Second Street, Pass Christian, MS 39571
Saucier Office	17689 Second Street, Saucier, MS 39574
Waveland Office	470 Highway 90, Waveland, MS 39576
West Biloxi Office	2560 Pass Road, Biloxi, MS 39531
Wiggins Office	1312 S. Magnolia Drive, Wiggins, MS 39577

31

ITEM 3 — LEGAL PROCEEDINGS

The information included in Note M to the Consolidated Financial Statements included in the 2007 Annual Report to Shareholders is incorporated herein by reference.

ITEM 4 — SUBMISSION OF MATTERS TO VOTE OF SECURITIES HOLDERS

None.

PART II

ITEM 5 — MARKET FOR THE REGISTRANT’S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

The information provided on page 32 of the 2007 Annual Report is incorporated herein by reference.

The graph on the following page compares the Company’s annual percentage change in cumulative total shareholder return on common shares over the last five years with the cumulative total return of a broad equity market index of companies, the NASDAQ Market Index, and a peer group consisting of the Hemscott Industry Group 413 — Regional Southeast Banks. This presentation assumes that $100 was invested in shares of the relevant issuers on January 1, 2003, and that dividends received were immediately invested in additional shares. The graph plots the value of the initial $100 investment at one year intervals. For purposes of constructing this data, the returns of each component issuer have been weighted according to that issuer’s market capitalization.

32

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
AMONG PEOPLES FINANCIAL CORP.,
NASDAQ MARKET INDEX AND HEMSCOTT GROUP INDEX

ASSUMES $100 INVESTED ON JAN. 1, 2003
ASSUMES DIVIDEND REINVESTED
FISCAL YEAR ENDING DEC. 31, 2007

ITEM 6 — SELECTED FINANCIAL DATA

The information under the caption “Five Year Comparative Summary of Selected Financial Information” on page 31 of the 2007 Annual Report is incorporated herein by reference.

ITEM 7 — MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 1 – 7 of the 2007 Annual Report is incorporated herein by reference.

33

The Company’s long-term contractual obligations relate to its borrowings from the Federal Home Loan Bank and the maturities of certificates of deposits. Information relating the maturity of these obligations is found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 7 of the 2007 Annual Report and is incorporated by reference and in Notes E and G on page 18 of the 2007 Annual Report and is incorporated by reference.

ITEM 7a — QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
The information under the caption “Quantitative and Qualitative Disclosures about Market Risk” on pages 6 – 7 of the 2007 Annual Report is incorporated herein by reference.

ITEM 8 — FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

The following consolidated financial statements of the Company and consolidated subsidiaries and the independent auditors’ report appearing on pages 8 – 30 of the 2007 Annual Report are incorporated herein by reference:

Consolidated Statements of Condition on page 8
Consolidated Statements of Income on page 9
Consolidated Statements of Shareholders’ Equity on page 10 – 11
Consolidated Statements of Cash Flows on page 12
Notes to Consolidated Financial Statements on pages 13 – 27
Report of Independent Registered Public Accounting Firm on page 28 – 30

ITEM 9 — CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9a — CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of December 31, 2007, an evaluation was performed under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e). Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective to ensure that the information required to be disclosed by the Company in the reports it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

34

Management’s Report on Internal Controls Over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13(a) - 15 (f) of the Securities Exchange Act of 1934. In meeting its responsibility, management relies on its accounting and other related control systems. The internal control systems are designed to ensure that transactions are properly authorized and recorded in the Company’s financial records and to safeguard the Company’s assets from material loss or misappropriation.

Management of the Company, including its Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of December 31, 2007, using the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our assessment included a review of the documentation of controls, evaluations of the design of the internal control system and tests of operating effectiveness of the internal controls. Based on the assessment, management has concluded that the Company had effective internal control over financial reporting as of December 31, 2007.

Chevis C. Swetman
Chairman, President and Chief Executive Officer
February 25, 2008 Lauri A. Wood
Chief Financial Officer
February 25, 2008

ITEM 9b — OTHER INFORMATION

None.

PART III

ITEM 10 — DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information in Sections II, VII, VIII, IX and XI contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held April 16, 2008, which was filed by the Company in definitive form with the Commission on March 17, 2008, is incorporated herein by reference.

The Company’s Board of Directors has adopted a Code of Conduct that applies to not only the chief executive officer and the chief financial officer, but also all of the officers, directors and employees of the Company and its subsidiaries. A copy of this Code of Conduct can be found at the Company’s internet website at www.thepeoples.com. The Company intends to disclose any amendments to its

35

Code of Conduct, and any waiver from a provision of the Code of Conduct granted to the Company’s chief executive officer or chief financial officer on the Company’s internet website within five business days following such amendment or waiver. The information contained on or connected to the Company’s internet website is not incorporated by reference into this Form 10-K and should not be considered part of this or any other report that the Company may file with or furnish to the SEC.

ITEM 11 — EXECUTIVE COMPENSATION

The information in Section V contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held April 16, 2008, which was filed by the Company in definitive form with the Commission on March 17, 2008, is incorporated herein by reference.

ITEM 12 — SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The information in Sections III and IV contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held April 16, 2008, which was filed by the Company in definitive form with the Commission on March 17, 2008, is incorporated herein by reference.

ITEM 13 — CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information in Sections V, VI, VII and IX contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held April 16, 2008, which was filed by the Company in definitive form with the Commission on March 17, 2008, is incorporated herein by reference.

ITEM 14 — PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information in Section XII contained in the Proxy Statement in connection with the Annual Meeting of Shareholders to be held April 16, 2008, which was filed by the Company in definitive form with the Commission on March 17, 2008, is incorporated herein by reference.

36

PART IV

ITEM 15 — EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)	1. Index of Financial Statements:
	See Item 8.
(a)	2. Index of Financial Statement Schedules:
	All other schedules have been omitted as not applicable or not required or because the information has been included in the financial statements or applicable notes.

37

(a) 3. Index of Exhibits:

		Incorporated by			Exhibit
		Reference to			Number
		Registration or File	Form of	Date of	in
	Description	Number	Report	Report	Report
(3.1)	Articles of Incorporation	0-30050	10/a	6/21/99	3.1
(3.2)	By-Laws	0-30050	10/a	6/21/99	3.2
(10.1)	Description of Automobile Plan	0-30050	10-K	12/31/03	10.1
(10.2)	Directors’ Deferred Income Plan Agreements	0-30050	10-K	12/31/03	10.2
(10.3)	Executive Supplemental Income Plan Agreement - Chevis C. Swetman	001-12103	10-Q	9/30/07	10.2
(10.4)	Executive Supplemental Income Plan Agreement - A. Wes Fulmer	001-12103	10-Q	9/30/07	10.3
(10.5)	Executive Supplemental Income Plan Agreement - Lauri A. Wood	001-12103	10-Q	9/30/07	10.4
(10.5)	Split Dollar Plan Agreements	0-30050	10-K	12/31/03	10.4
(10.6)	Deferred Compensation Plan	001-12103	10-Q	9/30/07	10.1
(10.7)	Description of Stock Incentive Plan	33-15595	10-K	12/31/01	10.6
(13.1)	Annual Report to Shareholders for year ended December 31, 2007 * (C)
(13.2)	Summary Report to Shareholders for year ended December 31, 2007 (C)
(21)	Proxy Statement for Annual Meeting of Shareholders to be held April 16, 2008
(22)	Subsidiaries of the registrant	33-15595	10-K	12/31/88	22
(23.1)	Consent of Independent Registered Public Accounting Firm - Piltz, Williams, LaRosa & Co. *
(23.2)	Consent of Independent Registered Public Accounting Firm - Porter Keadle Moore, LLP *
(31.1)	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002*

38

		Incorporated by			Exhibit
		Reference to			Number
		Registration or File	Form of	Date of	in
	Description	Number	Report	Report	Report
(31.2)	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002*
(32.1)	Certification of Chief Executive Officer Pursuant to 18 U.S.C. ss. 1350*
(32.2)	Certification of Chief Financial Officer Pursuant to 18 U.S.C. ss. 1350*
(99.1)	Letter Application for Exemption under Authority Given By Section 12(h) of the Exchange Act.	81-00935	34-12H	3/10/06

(c)	Furnished for the information of the Commission only and not deemed “filed” except for those portions which are specifically incorporated herein.
*	Filed herewith.

39

SIGNATURES

Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PEOPLES FINANCIAL CORPORATION
		(Registrant)
		Date: March 17, 2008
BY:		/s/ Chevis C. Swetman
		Chevis C. Swetman, Chairman of the Board

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

BY:
Date: /s/ Chevis C. Swetman   March 17, 2008  

Chevis C. Swetman, Chairman, President and CEO

BY:	/s/ Drew Allen	BY:	/s/ Dan Magruder
Date:	March 17, 2008	Date:	March 17, 2008
	Drew Allen, Director		Dan Magruder, Director
BY:	/s/ Rex E. Kelly	BY:	/s/ Lyle M. Page
Date:	March 17, 2008	Date:	March 17, 2008
	Rex E. Kelly, Director		Lyle M. Page, Director
		BY:	/s/ Lauri A. Wood
		Date:	March 17, 2008
		Lauri A. Wood, Principal Financial and Accounting Officer

40

EX-13.1

Exhibit

PEOPLES FINANCIAL CORPORATION
AND SUBSIDIARIES

2007 ANNUAL REPORT

THIS PAGE LEFT BLANK
INTENTIONALLY

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following presents Management’s discussion and analysis of the consolidated financial condition and results of operations of Peoples Financial Corporation and Subsidiaries (the “Company") for the years ended December 31, 2007, 2006 and 2005. These comments highlight the significant events for these years and should be considered in combination with the Consolidated Financial Statements and Notes to Consolidated Financial Statements included in this annual report.

FORWARD — LOOKING INFORMATION

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This act provides a safe harbor for such disclosure which protects the companies from unwarranted litigation if actual results are different from management expectations. This report contains forward-looking statements and reflects industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties which could cause the Company’s actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements. Such factors and uncertainties include, but are not limited to: changes in interest rates and market prices, changes in local economic and business conditions, increased competition for deposits and loans, a deviation in actual experience from the underlying assumptions used to determine and establish the allowance for loan losses, changes in the availability of funds resulting from reduced liquidity, changes in government regulations and acts of terrorism, weather or other events beyond the Company’s control.

CRITICAL ACCOUNTING POLICIES

Certain critical accounting policies affect the more significant estimates and assumptions used in the preparation of the consolidated financial statements. The Company’s single most critical accounting policy relates to its allowance for loan losses, which reflects the estimated losses resulting from the inability of its borrowers to make loan payments. If there was a deterioration of any of the factors considered by Management in evaluating the allowance for loan losses, as discussed in Note A, the estimates of loss would be updated, and additional provisions for loan losses may be required.

OVERVIEW

Total assets decreased from $964,000,000 at December 31, 2006 to $927,000,000 at December 31, 2007. As a result of Hurricane Katrina in August of 2005, the Company realized a significant increase in its deposits and used these funds for loan growth and investment in securities. While most of this deposit growth has been maintained, some volatility has been experienced since the second quarter of 2007 as customers pursue higher rates at other financial institutions.

During 2007, non-performing loans, including loans past due 90 days or more and loans on nonaccrual, have decreased significantly. The Company had anticipated an overall material deterioration in the quality of its loan portfolio as a result of Hurricane Katrina. Fortunately, this deterioration has not been realized and, along with the improvement in asset quality during 2007, contributed to Management’s decision to record a negative provision for loan losses of $1,250,000 during the third quarter of the current year.

The Company completed several large construction projects during 2007. During the fourth quarter, construction was completed on the 30,000 square foot Main Office expansion, which will house the bank’s Money Center, several bank departments, several conference and training areas and rental space. With the grand opening of our new Pass Christian branch in that city’s downtown business district in December, we have concluded our post-Katrina repairs and renovations.

Net income for 2007 was $11,026,000, as compared with $12,768,000 for 2006. Earnings in 2007 included a negative loan loss provision of $724,000, net of taxes, and a loss on the sale of securities of $405,000, net of taxes. Our results in 2006 included a gain of $2,674,000, net of taxes, from the settlement of our Katrina insurance claims. Income from operations, when adjusted for these non-recurring events, was $10,707,000 and $10,094,000 in 2007 and 2006, respectively.

The net tax-equivalent yield on earning assets decreased from 3.73% for 2006 to 3.55% for 2007 as the cost of funds rose for deposits and non-deposit accounts included in federal funds purchased and securities sold under agreements to repurchase. With its asset sensitive position, managing the Company’s net interest margin will continue to be a challenge during 2008, as interest rates have been reduced several times since December 31, 2007.

FINANCIAL CONDITION

Available for Sale Securities

Available for sale securities decreased $10,179,000 at December 31, 2007 as compared with December 31, 2006. The significant increase in the balances of deposit and non-deposit products after Hurricane Katrina in August 2005 outpaced loan demand during the last twenty-four months. These excess funds were initially invested in short term U.S. Treasury securities and classified as held to maturity. Proceeds from the maturity of these investments are generally now funding the purchase of U.S. Treasury securities and U.S. Agency securities with longer maturities and which are being classified as available for sale. As a result of the decline in interest rates since December 31, 2007, more than $70,000,000 in available for sale securities have been called by their issuing agency. Proceeds from these calls have been invested in U.S. Agency securities and funded liquidity needs.

The Company has recently invested in mortgage-backed securities, which are in either FNMA or FHLMC Gold pools. Management has evaluated its portfolio of these securities, carefully considering the potential effects of the recent subprime lending crisis, and has determined that there is no material impairment risk to its mortgage-backed securities.

Gross unrealized gains were $3,345,000, $694,000 and $132,000 and gross unrealized losses were $1,668,000, $3,109,000 and $4,328,000 for available for sale securities at December 31, 2007, 2006 and 2005, respectively. Losses of $606,000 and $426,000 were realized on the liquidation or sale of available for sale securities in 2007 and 2005, respectively.

1

Held to Maturity Securities

Held to maturity securities decreased $80,944,000 at December 31, 2007, compared with December 31, 2006. As discussed above, the Company invests primarily in U.S. Treasury and U.S. Government Agency securities. During 2005, purchases were primarily classified as Held to Maturity and in 2006 and 2007, purchases were primarily classified as Available for Sale.

Gross unrealized gains were $53,000, $62,000 and $93,000, at December 31, 2007, 2006 and 2005 respectively, while gross unrealized losses were $7,000, $117,000 and $132,000 at December 31, 2007, 2006 and 2005, respectively. There were no significant realized gains or losses from calls of these investments for the years ended December 31, 2007, 2006 and 2005.

Loans

Loans increased $49,798,000 at December 31, 2007, as compared with December 31, 2006. Slower than expected recovery funding and increasing insurance costs have resulted in minimal loan growth on the Mississippi Gulf Coast since Hurricane Katrina in August 2005. The Company has supplemented its loan portfolio with out of area and syndicated national gaming credits as loan demand fluctuates in its trade area. With the large increase in deposits since Hurricane Katrina far exceeding local loan demand, out of area loans and syndicated national gaming loans have been more aggressively pursued and such loans increased $11,968,000 and $14,490,000, respectively, at December 31, 2007 as compared with December 31, 2006. The Company is optimistic that local loan demand will increase and anticipates that its loan growth for 2008 will be approximately 6%. Note C presents a summary of the major categories of loans as well as information relating to the allowance for loan losses, loans to related parties and loan concentrations.

Bank Premises and Equipment, net

Bank premises and equipment increased $14,752,000 at December 31, 2007, as compared with December 31, 2006, primarily as a result of projects including the expansion of the Main Office, the construction of new branches in Pass Christian and Gautier and renovations at our Orange Grove branch. These projects were primarily funded by the insurance proceeds received in 2005 and 2006.

Accrued Interest Receivable

Accrued interest receivable decreased $771,000 at December 31, 2007 as compared with December 31, 2006 due to the decrease in the rate earned on variable rate loans at December 31, 2007 as compared with December 31, 2006, and the decrease in investment securities at December 31, 2007 as compared with December 31, 2006.

Cash Surrender Value Of Life Insurance

The Company has invested in life insurance contracts, the proceeds from which may fund benefits under a number of deferred compensation plans available for its officers and directors. The cash surrender value on this insurance increased $594,000 at December 31, 2007 as compared with December 31, 2006 as a result of the payment of premiums on some of the contracts and the increase in value on all of the contracts. Note O provides information relating to the funding, benefits and assumptions relating to these plans.

Other Assets

Other assets decreased $1,930,000 at December 31, 2007, as compared with December 31, 2006, due primarily to a decrease in deferred taxes as a result of the unrealized gains on available for sale securities and difference in depreciation for income tax purposes exceeding depreciation for financial statement purposes.

Deposits

Total deposits decreased $44,039,000 at December 31, 2007, as compared with December 31, 2006. Typically, significant increases or decreases in total deposits and/or significant fluctuations among the different types of deposits from quarter to quarter are anticipated by Management as customers in the casino and construction industries and county and municipal areas reallocate their resources periodically. Since Hurricane Katrina in August 2005, the Company has realized a significant increase in demand and savings deposits and jumbo CD’s as municipal customers receive federal and state funding and commercial and personal customers have received insurance proceeds, block grants, SBA loans and other forms of assistance.

During 2007, fluctuations in total deposits and among the types of deposits have been affected by the transfer of funds from demand and savings deposits and into certificates of deposit in the Company’s bank subsidiary and in other financial institutions. The Company’s trade area has experienced a very competitive rate environment, particularly since the beginning of 2007. As a result, the cost of funds has increased, particularly for certificates of deposit. In some cases, the Company has determined that it would not match a higher rate offered to our customer by a competitor, even if this action resulted in a customer transferring their funds to another financial institution.

The Company has managed its funds including planning the timing of investment maturities and the classification of investments and using other funding sources and structuring their maturity to manage the potential volatility of its deposits.

Other Liabilities

Other liabilities decreased $5,962,000 at December 31, 2007, as compared with December 31, 2006, primarily as a result of the liability for unsettled investment purchases at December 31, 2006.

Shareholders’ Equity

During 2007, 2006 and 2005, there were significant events that impacted the components of shareholders’ equity. These events are detailed in Note J to the Consolidated Financial Statements included in this report.

Strength, security and stability have been the hallmark of the Company since its founding in 1985 and of its bank subsidiary since its founding in 1896. A strong capital foundation is fundamental to the continuing prosperity of the Company and the security of its customers and shareholders. There are numerous indicators of capital adequacy including primary capital ratios and risk-based capital ratios. The Five-Year Comparative Summary of Selected Financial Information presents these ratios for those periods.

One measure of capital adequacy is the primary capital ratio which was 12.13%, 11.91% and 13.67% at December 31, 2007, 2006 and 2005, respectively. These ratios are well above the regulatory minimum of 6.00%. Management continues to emphasize the importance of maintaining the appropriate capital levels of the Company and has established the goal of maintaining its primary capital ratio at 8.00%, which is the minimum requirement for classification as being “well-capitalized” by the banking regulatory authorities.

Bank regulations limit the amount of dividends that may be paid by the bank subsidiary without prior approval of the Commissioner of Banking and Consumer Finance of the State of Mississippi. At December 31, 2007, approximately $29,271,000 of undistributed earnings of the bank subsidiary included in consolidated surplus and retained earnings was available for future distribution to the Company as dividends, subject to approval by the Board of Directors. The Company cannot predict what dividends, if any, will be paid in the future, however the Board of Directors has established a goal of achieving a 35% dividend payout ratio.

2

RESULTS OF OPERATIONS

Net Interest Income

Net interest income, the amount by which interest income on loans, investments and other interest earning assets exceeds interest expense on deposits and other borrowed funds, is the single largest component of the Company’s income. Management’s objective is to provide the largest possible amount of income while balancing interest rate, credit, liquidity and capital risk.

The Company’s net interest margin on a tax-equivalent basis, which is net income as a percentage of average earning assets, was 3.55% at December 31, 2007, down 18 basis points from 3.73% at December 31, 2006. The table that follows this discussion analyzes the changes in tax-equivalent net interest income for the years ended December 31, 2007 and 2006.

Average earning assets increased $54,000,000, or 7%, from $819,203,000 in December 2006 to $873,605,000 in December 2007. The average yield on earning assets improved 44 basis points, from 6.02% at December 31, 2006 to 6.46% at December 31, 2007. The increase in the yield is attributable to the increases in prime rate in 2006. The large increase in funds from deposit and funds management account growth during the last twenty-four months has funded the increase in loan demand and the remaining funds have been invested in U.S. Treasury and Agency securities and classified as held to maturity in 2006 and as available for sale in 2007. The loan portfolio generally has a 40%/60% blend of fixed/floating rate term. This fact, coupled with the relatively shorter term duration of investment maturities results in the Company being more asset sensitive to changes in market interest rates.

Average interest bearing liabilities increased $70,846,000, or 11%, from $645,071,000 in December 2006 to $715,917,000 in December 2007. The average rate paid on interest bearing liabilities increased 65 basis points, from 2.91% in December 2006 to 3.56% in December 2007. This significant increase, as well as the decrease in the net tax-equivalent yield on earning assets, is largely the result of increasing rates paid on certificates of deposits and funds management accounts, a non-deposit product classified as federal funds purchased and securities sold under agreement to repurchase. The cost of funds has increased as competition to maintain funds in the Company’s trade areas has become more robust in 2006 and 2007.

Since December 31, 2007, the Federal Open Market Committee (the “Committee”) has dropped the discount rate, which has resulted in decreases in prime interest rates. The Committee’s actions have been their attempt to stimulate the national economy and address concerns of a looming recession. These actions will directly impact the Company’s net income during 2008, as its loan portfolio with floating rate terms reprices immediately. The Company will endeavor to manage its cost of funds in light of the changes to its asset base.

ANALYSIS OF AVERAGE BALANCES, INTEREST EARNED/PAID AND YIELD (IN THOUSANDS)

	2007						2006
	Average Balance		Interest Earned/Paid		Rate		Average Balance		Interest Earned/Paid		Rate
Loans (2) (3)	$	428,447	$	33,642		7.85	$	377,172	$	28,735		7.62
Federal Funds Sold		5,763		295		5.12		15,440		778		5.04
Held to maturity:
Taxable		21,443		1,082		5.05		137,707		6,449		4.68
Non taxable (1)		4,780		302		6.32		5,791		401		6.92
Available for sale:
Taxable		388,577		19,822		5.10		262,940		11,886		4.52
Non taxable (1)		18,864		1,109		5.88		15,213		897		5.90
Other		5,731		199		3.47		4,940		189		3.83
Total	$	873,605	$	56,451		6.46	$	819,203	$	49,335		6.02
Savings and demand, interest bearing	$	268,710	$	5,358		1.99	$	303,239	$	5,408		1.78
Time deposits		213,167		9,356		4.39		154,956		5,977		3.86
Federal funds purchased and securities sold under agreements to repurchase		225,246		10,212		4.53		178,663		6,916		3.87
Borrowings from FHLB		8,794		526		5.98		8,213		484		5.89
Total	$	715,917	$	25,452		3.56	$	645,071	$	18,785		2.91
Net tax-equivalent yield on earning assets						3.55						3.73

(1)	All interest earned is reported on a taxable equivalent basis using a tax rate of 35% in 2007 and 2006.
(2)	Loan fees of $854 and $592 for 2007 and 2006, respectively, are included in these figures.
(3)	Includes nonaccrual loans.

3

Provision for Loan Losses

Management continuously monitors the Company’s relationships with its loan customers, especially those in concentrated industries such as gaming/casino and hotel/motel, as well as the exposure for out of area loans, and their direct and indirect impact on its operations. Loan performance and deposit overdrafts are closely monitored in order to identify developing problems as early as possible. A thorough analysis of current economic conditions and the quality of the loan portfolio is conducted on a quarterly basis. Management utilized these analyses in determining the adequacy of its allowance for loan losses at December 31, 2007.

During the weeks after Hurricane Katrina struck on August 29, 2005, the loan portfolio was considered based on two specific criteria: commercial loans and residential loans. For commercial loans, Management evaluated potential losses for individual credits based on criteria including post-Katrina value of the collateral, the existence and adequacy of insurance and available sources of repayment. Based on this evaluation, a provision for loan losses on commercial loans of $3,455,000 was recorded in September of 2005. The Company evaluated the residential portfolio as a pool of loans. This portfolio was analyzed based on the census tract in which the collateral is located. Assumptions based on this information as well as the post-Katrina value of collateral and existence and adequacy of insurance for the loans within each census tract were developed. Based on this evaluation, a provision of loan losses on residential loans of $1,600,000 for the residential portfolio was recorded. The Company identified no additional significant potential losses as a result of Hurricane Katrina since its initial evaluation in September 2005.

Management continued its evaluation in recognition of the extraordinary impact of Katrina on its trade area, attempting to quantify potential losses in accordance with the Company’s established methodology. Since August of 2005, many issues have been considered in the Company’s evaluation. Uncertainty regarding the impact of federal assistance, settlement of insurance claims, the availability and affordability of windstorm insurance, the rate and pace of recovery in the Company’s trade area, increasing construction costs and the ability of customers to service their debt have been carefully considered.

Additionally, Management has considered the historical data available from the impact of other natural disasters on the Mississippi Gulf Coast and other coastal communities, including the length of time between the storm’s landfall and identification of all losses. Past bank experience with hurricanes and FDIC research have shown that the actual loss position may not be known until 24 months after the event.

The overall material deterioration in asset quality anticipated by the effects of Hurricane Katrina during the initial evaluation in 2005 has not been realized and the Company has identified no additional significant potential losses as a result of Hurricane Katrina since its initial evaluation. Non-performing loans have decreased significantly with loans past due 90 days and still accruing dropping from $3,295,000 at December 31, 2006 to $1,234,000 at December 31, 2007 and nonaccrual loans falling from $349,000 at December 31, 2006 to $45,000 at December 31, 2007.

Strong asset quality and the passage of time strongly contributed to Management’s decision to record a negative provision for loan losses of $1,250,000 during the third quarter of 2007.

The Company did record a provision of $205,000 and $141,000 during 2007 and 2006 which relates to potential losses on overdrawn deposit accounts. This provision is included in the provision for allowance for losses on loans in the consolidated statements of income.

The allowance for loan losses is an estimate, and as such, events may occur in the future which affects its accuracy. The Company anticipates that it is probable that additional information will be gathered in the coming quarters which may require an adjustment to the allowance for loan losses. Management will continue to closely monitor its portfolio, work with individual customers and take such action as it deems appropriate to accurately report its financial condition and results of operations.

Trust Department Income and Fees

Trust department income and fees increased $121,000 for the year ended December 31, 2007 as compared with the year ended December 31, 2006 as a result of an increase in cash management accounts funded with insurance and other proceeds.

Service Charges on Deposit Accounts

Service charges on deposit accounts increased $1,301,000 for the year ended December 31, 2007 as compared with the year ended December 31, 2006 as a result of an increase in fee income from NSFs and ATMs. During 2007, the Company operated more offsite ATMs than in 2006 and also increased its per transaction surcharge fee. The increase in NSF fee income is due directly to the increase in the per transaction NSF fee.

Loss on Liquidation, Sale and Calls of Securities

The Company realized a loss of $606,000 during 2007 as a direct result of the sale of investment securities. Proceeds from these sales were used to fund the liquidity needs of the bank subsidiary.

Gain from Sale of Bank Premises

During 2007, the Company realized a gain of $635,000 from sale of several parcels of bank premises.

4

Gain from Settlement of Insurance Proceeds

The Company realized a gain in 2006 of $3,793,000 from the settlement of its insurance claims arising from the significant damage to six of the bank subsidiary’s sixteen branch locations and the impact on the operations of the bank subsidiary. Proceeds from these insurance settlements were used to fund the construction and renovation of bank premises during 2007.

Salaries and Employee Benefits

Salaries and employee benefits increased $1,251,000 for the year ended December 31, 2007 as compared with the year ended December 31, 2006. The Company increased salaries and incentives to its employees in order to reward performance and retain personnel within the local competitive employment environment. Additionally, a reduction in the discount rate used for computing the liability for deferred compensation plans provided to certain officers and directors resulted in an increase in such liability during 2007.

Net Occupancy

Net occupancy increased $106,000 for the year ended December 31, 2007 as compared with the year ended December 31, 2006 primarily as a result of increased costs associated with the conversion of the Company’s telephone service to voice over internet protocol.

Equipment Rentals, Depreciation and Maintenance

Equipment rentals, depreciation and maintenance increased $268,000 for the year ended December 31, 2007 as compared with the year ended December 31, 2006 primarily as a result of an increase in depreciation expense on banking premises whose renovation or construction since Hurricane Katrina were completed during 2007 and an increase in servicing costs associated with the Company’s software contracts.

Other Expense

Other expense increased $588,000 for the year ended December 31, 2007, as compared with the year ended December 31, 2006, primarily as a result of an increase in expenses for off-site ATMs due to an increase in the number of such ATMs and in the number of transactions at such ATMs during 2007. See Note K for further information.

RELATED PARTIES

The Company extends loans to certain officers and directors and their personal business interests, at terms and rates comparable to other loans of similar credit risks. Further disclosure of these transactions is presented in Note C. The Company may also hold deposits for these related parties and/or provide other banking services in the ordinary course of business. Further disclosure of these deposits is presented in Note E. The Company has not currently engaged, nor does it have any plans to engage, in any transactions outside of the ordinary course of banking business with any related persons or entities.

LIQUIDITY

Liquidity represents the Company’s ability to adequately provide funds to satisfy demands from depositors, borrowers and other commitments by either converting assets to cash or accessing new or existing sources of funds. Note L discloses information relating to financial instruments with off-balance-sheet risk, including letters of credit and outstanding unused loan commitments. The Company closely monitors the potential effects of funding these commitments on its liquidity position. Management monitors these funds requirements in such a manner as to satisfy these demands and provide the maximum earnings on its earning assets.

The Company monitors its liquidity position closely through a number of methods, including through the computation of liquidity and dependency ratios on a monthly basis. The formula for these ratios are those used for the Uniform Bank Performance Report, such that the Company may monitor and evaluate its own risk, but also compare itself to its peers. Management carefully monitors its liquidity needs, particularly relating to potentially volatile deposits. It has continued to implement these procedures since August 29, 2005, and the Company has encountered no problems with meeting its liquidity needs.

Deposits, payments of principal and interest on loans, proceeds from maturities of investment securities and earnings on investment securities are the principal sources of funds for the Company. The Company also uses other, non-traditional sources of funds, including borrowings from the Federal Home Loan Bank. The Company generally anticipates relying on traditional sources of funds, especially deposits and purchases of federal funds, for its liquidity needs in 2008. Proceeds from the large number of calls of investment securities since December 31, 2007 are also currently being used for liquidity needs.

Since Hurricane Katrina, the Company’s deposits and non-deposits accounts have increased significantly. Management carefully monitors its liquidity needs, particularly relating to these potentially volatile funds, which are currently invested in U. S. Treasury and U. S. Agency securities. It is anticipated that expanding loan demand in future quarters will be funded from the maturity of these investments. Federal funds sold and federal funds purchased are utilized by the Company to manage its daily liquidity position.

At December 31, 2007, the Company was able to purchase federal funds up to $106,000,000.

5

OFF — BALANCE SHEET ARRANGEMENTS

The Company is a party to off-balance-sheet arrangements in the normal course of business to meet the financing needs of its customers. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet arrangements. Since some of the commitments and irrevocable letters of credit may expire without being drawn upon, the total amount does not necessarily represent future cash requirements. As discussed previously, the Company carefully monitors its liquidity needs and considers its cash requirements, especially for loan commitments, in making decisions on investments and obtaining funds from its other sources. Further information relating to off-balance-sheet instruments can be found in Note L.

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Market risk is the risk of loss arising from adverse changes in market prices and rates. Interest rate risk is the most significant market risk affecting the Company. Other types of market risk, such as foreign currency exchange rate risk and commodity price risk, do not arise in the normal course of the Company’s business activities. Also, the Company does not currently, and has no plans to, engage in trading activities or use derivative or off-balance sheet instruments to manage interest rate risk.

The Company has risk management policies in place to monitor and limit exposure to market risk. The Asset/Liability Committee (“ALCO”), whose members include the chief executive officer and senior and middle management from the financial, lending, investing, and deposit areas, is responsible for the day-to-day operating guidelines, approval of strategies affecting net interest income and coordination of activities within policy limits established by the Board of Directors based on the Company’s tolerance for risk. Specifically, the key objectives of the Company’s asset/liability management program are to manage the exposure of planned net interest margins to unexpected changes due to interest rate fluctuations. These efforts will also affect loan pricing policies, deposit interest rate policies, asset mix and volume guidelines and liquidity. The ALCO Committee utilizes a number of tools in its activities, including software to assist with interest rate risk management and balance sheet management. The ALCO committee reports to the Board of Directors on a quarterly basis.

The Company has implemented a conservative approach to its asset/liability management. The net interest margin is managed on a daily basis largely as a result of the management of the liquidity needs of the bank subsidiary. The Company generally follows a policy of investing in short term U. S. Treasury Bills and U. S. Agency securities with maturities of two years or less. Due to the low interest rate environment, the duration of investments has been extended to seven years or less with call provisions. The loan portfolio consists of a 40% /60% blend of fixed and floating rate loans. It is the general loan policy to offer loans with maturities of five years or less; however the market is now dictating floating rate terms to be extended to fifteen years. On the liability side, more than 60% of the deposits are demand and savings transaction accounts. Additionally, more than 90% of the certificates of deposit mature within twelve months. Since the Company’s deposits are generally not rate-sensitive, they are considered to be core deposits. The short term nature of the financial assets and liabilities allows the Company to meet the dual requirements of liquidity and interest rate risk management.

The interest rate sensitivity tables on the next page provide additional information about the Company’s financial instruments that are sensitive to changes in interest rates. The negative gap in 2008 is mitigated by the nature of the Company’s deposits, whose characteristics have been previously described. The tabular disclosure reflects contractual interest rate repricing dates and contractual maturity dates. Loan maturities have been adjusted for reserve for loan losses. There have been no adjustments for such factors as prepayment risk, early calls of investments, the effect of the maturity of balloon notes or the early withdrawal of deposits. The Company does not believe that the aforementioned factors have a significant impact on expected maturity.

6

Interest rate sensitivity at December 31, 2007 was as follows (in thousands):

																						12/31/07
																						FAIR
	2008			2009			2010			2011			2012			BEYOND			TOTAL			VALUE
Loans, net	$	288,348		$	62,692		$	20,709		$	30,331		$	32,107		$	7,427		$	441,614		$	439,694
Average rate		7.51	%		6.27	%		6.77	%		7.17	%		7.88	%		7.07	%		7.85	%
Securities		62,995			43,846			61,615			38,267			42,245			143,627			392,595			392,641
Average rate		4.56	%		4.61	%		4.35	%		5.08	%		5.01	%		5.63	%		5.07	%
Total Financial Assets		351,343			106,538			82,324			68,598			74,352			151,054			834,209			832,335
Average rate		7.17	%		5.71	%		5.18	%		6.18	%		6.57	%		5.72	%		6.84	%
Interest Bearing Deposits		434,515			14,133			3,556			1,806			1,204						455,214			456,490
Average rate		3.33	%		3.83	%		4.04	%		4.37	%		4.37	%					3.36	%
Federal funds purchased and securities sold under agreements to repurchase		231,225																		231,225			231,225
Average rate		4.53	%																	4.53	%
Long-term funds		172			178			5,177			177			177			1,219			7,100			7,811
Average rate		4.86	%		4.86	%		6.50	%		4.86	%		4.86	%		4.86	%		5.98	%
Total Financial Liabilities		665,912			14,311			8,733			1,983			1,381			1,219			693,539			695,526
Average rate		3.83	%		3.84	%		5.75	%		4.42	%		4.44	%		4.85	%		3.87	%

Interest rate sensitivity at December 31, 2006 was as follows (in thousands):

																						12/31/06
																						FAIR
	2007			2008			2009			2010			2011			BEYOND			TOTAL			VALUE
Loans, net	$	245,810		$	22,747		$	61,099		$	24,129		$	31,524		$	5,044		$	390,353		$	389,072
Average rate		8.40	%		6.36	%		6.34	%		6.79	%		7.45	%		6.97	%		7.86	%
Securities		165,435			105,856			37,625			60,596			44,184			70,214			483,910			483,855
Average rate		4.80	%		4.40	%		4.64	%		5.11	%		5.42	%		5.48	%		4.93	%
Total Financial Assets		411,245			128,603			98,724			84,725			75,708			75,258			874,263			872,927
Average rate		7.42	%		4.87	%		5.82	%		5.70	%		6.44	%		5.61	%		6.60	%
Interest Bearing Deposits		430,645			18,536			10,375			3,094			2,064						464,714			464,873
Average rate		3.40	%		4.46	%		3.91	%		4.05	%		4.05	%					3.48	%
Federal funds purchased and securities sold under agreements to repurchase		226,032																		226,032			226,032
Average rate		3.87	%																	3.87	%
Long-term funds		196			184			178			5,177			177			1,355			7,267			8,002
Average rate		6.09	%		6.09	%		6.09	%		6.09	%		6.09	%		6.42	%		6.38	%
Total Financial Liabilities		656,873			18,720			10,553			8,271			2,241			1,355			698,013			698,907
Average rate		3.58	%		4.48	%		3.96	%		4.21	%		4.28	%		6.42	%		3.67	%

7

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CONDITION

DECEMBER 31,	2007		2006			2005
Assets
Cash and due from banks	$	34,665,370	$	37,793,493		$	52,277,524
Federal funds sold		270,000		6,400,000			100,340,000
Available for sale securities		387,028,925		397,207,489			178,393,652
Held to maturity securities, fair value of $4,676,000 - 2007; $85,519,000 - 2006; $134,008,000 - 2005		4,629,992		85,574,260			134,046,959
Federal Home Loan Bank Stock, at cost		936,200		1,128,500			1,076,600
Loans		450,992,074		401,194,010			349,346,340
Less: Allowance for loan losses		9,378,137		10,841,367			10,966,022
Loans, net		441,613,937		390,352,643			338,380,318
Bank premises and equipment, net		34,410,789		19,658,585			17,887,907
Accrued interest receivable		7,371,216		8,142,230			4,315,358
Cash surrender value of life insurance		13,578,536		12,984,602			12,488,593
Other assets		2,851,608		4,781,266			6,118,121
Total assets	$	927,356,573	$	964,023,068		$	845,325,032
Liabilities & Shareholders’ Equity
Liabilities:
Deposits:
Demand, non-interest bearing	$	113,916,041	$	148,455,754		$	176,627,048
Savings and demand, interest bearing		231,435,685		271,331,272			301,052,887
Time, $100,000 or more		166,078,473		132,846,509			51,292,708
Other time deposits		57,700,280		60,536,259			63,244,699
Total deposits		569,130,479		613,169,794			592,217,342
Federal funds purchased and securities sold under agreements to repurchase		231,225,118		226,032,370			149,267,750
Borrowings from Federal Home Loan Bank		7,100,305		7,267,349			7,352,005
Other liabilities		13,359,047		19,320,860			8,984,804
Total liabilities		820,814,949		865,790,373			757,821,901
Shareholders’ Equity:
Common Stock, $1 par value, 15,000,000 shares authorized, 5,420,204, 5,548,199 and 5,549,128 shares issued and outstanding at December 31, 2007, 2006 and 2005, respectively		5,420,204		5,548,199			5,549,128
Surplus		65,780,254		65,780,254			65,780,254
Undivided profits		34,458,291		29,253,825			18,942,855
Accumulated other comprehensive income, net of tax		882,875		(2,349,583	)		(2,769,106	)
Total shareholders’ equity		106,541,624		98,232,695			87,503,131
Total liabilities and shareholders’ equity	$	927,356,573	$	964,023,068		$	845,325,032

See Notes to Consolidated Financial Statements.

8

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31,	2007			2006		2005
Interest income:
Interest and fees on loans	$	33,642,030		$	28,735,424	$	22,690,169
Interest and dividends on securities:
U.S. Treasury		4,320,309			5,725,317		2,675,827
U.S. Government agencies and corporations		16,583,568			12,610,083		4,568,700
States and political subdivisions		931,292			856,450		804,664
Other investments		198,968			188,965		193,709
Interest on federal funds sold		294,812			777,742		1,410,226
Total interest income		55,970,979			48,893,981		32,343,295
Interest expense:
Deposits		14,713,824			11,384,540		5,296,667
Long-term borrowings		526,369			484,398		437,712
Federal funds purchased and securities sold under agreements to repurchase		10,212,201			6,915,690		1,815,131
Total interest expense		25,452,394			18,784,628		7,549,510
Net interest income		30,518,585			30,109,353		24,793,785
Provision for allowance for losses on loans		(1,045,000	)		141,000		3,614,000
Net interest income after provision for allowance for losses on loans		31,563,585			29,968,353		21,179,785
Other operating income:
Trust department income and fees		1,791,417			1,670,063		1,477,401
Service charges on deposit accounts		6,709,142			5,407,901		4,506,634
Loss on liquidation, sale and calls of securities		(605,813	)				(426,094	)
Gain from sale of bank premises		635,271			159,669		100,449
Gain from settlement of insurance proceeds					3,792,942		448,963
Other income		1,237,485			1,278,124		1,130,023
Total other operating income		9,767,502			12,308,699		7,237,376
Other operating expense:
Salaries and employee benefits		14,284,532			13,033,108		11,398,469
Net occupancy		1,976,204			1,870,011		1,518,620
Equipment rentals, depreciation and maintenance		3,104,053			2,836,392		2,520,339
Other expense		5,898,169			5,310,641		5,031,513
Total other operating expense		25,262,958			23,050,152		20,468,941
Income before income taxes and extraordinary gain		16,068,129			19,226,900		7,948,220
Income taxes		5,042,000			6,459,000		2,604,000
Income before extraordinary gain		11,026,129			12,767,900		5,344,220
Extraordinary gain, net of taxes							538,000
Net income	$	11,026,129		$	12,767,900	$	5,882,220
Basic and diluted earnings per share	$	2.01		$	2.30	$	1.06
Basic and diluted earnings per share before extraordinary gain	$	2.01		$	2.30	$	.96

See Notes to Consolidated Financial Statements.

9

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

	Number of
	Common			Common
	Shares			Stock			Surplus
Balance, January 1, 2005		5,555,419		$	5,555,419		$	65,780,254
Comprehensive Income:
Net income
Net unrealized loss on available for sale securities, net of tax
Reclassification adjustment for available for sale securities called or sold in current year, net of tax
Total comprehensive income
Cash dividends ($ .20 per share)
Dividend declared ($ .20 per share)
Effect of retirement of stock on accrued dividends
Retirement of stock		(6,291	)		(6,291	)
Balance, December 31, 2005		5,549,128			5,549,128			65,780,254
Comprehensive Income:
Net income
Net unrealized gain on available for sale securities, net of tax
Reclassification adjustment for available for sale securities called or sold in current year, net of tax
Loss from unfunded post-retirement benefit obligation, net of tax
Total comprehensive income
Cash dividends ($ .21 per share)
Dividend declared ($ .23 per share)
Retirement of stock		(929	)		(929	)
Balance, December 31, 2006		5,548,199			5,548,199			65,780,254
Comprehensive Income:
Net income
Net unrealized gain on available for sale securities, net of tax
Reclassification adjustment for available for sale securities called or sold in current year, net of tax
Gain from unfunded post-retirement obligation, net of tax
Total comprehensive income
Cash dividends ($ .25 per share)
Dividend declared ($ .27 per share)
Retirement of stock		(127,995	)		(127,995	)
Balance, December 31, 2007		5,420,204		$	5,420,204		$	65,780,254

See Notes to Consolidated Financial Statements.

10

			Accumulated
			Other
Undivided			Comprehensive			Comprehensive
Profits			Income			Income			Total
$	15,391,524		$	(925,764	)				$	85,801,433
	5,882,220					$	5,882,220			5,882,220
				(2,077,657	)		(2,077,657	)		(2,077,657	)
				234,315			234,315			234,315
						$	4,038,878
	(1,109,826	)								(1,109,826	)
	(1,109,826	)								(1,109,826	)
	399									399
	(111,636	)								(117,927	)
	18,942,855			(2,769,106	)					87,503,131
	12,767,900					$	12,767,900			12,767,900
				1,158,333			1,158,333			1,158,333
				12,017			12,017			12,017
				(750,827	)		(750,827	)		(750,827	)
						$	13,187,423
	(1,165,122	)								(1,165,122	)
	(1,276,086	)								(1,276,086	)
	(15,722	)								(16,651	)
	29,253,825			(2,349,583	)					98,232,695
	11,026,129					$	11,026,129			11,026,129
				2,308,621			2,308,621			2,308,621
				399,837			399,837			399,837
				524,000			524,000			524,000
						$	14,258,587
	(1,378,945	)								(1,378,945	)
	(1,463,455	)								(1,463,455	)
	(2,979,263	)								(3,107,258	)
$	34,458,291		$	882,875					$	106,541,624

11

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31,	2007			2006			2005
Cash flows from operating activities:
Net income	$	11,026,129		$	12,767,900		$	5,882,220
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		1,712,000			1,606,000			1,473,539
Provision for allowance for loan losses		(1,045,000	)		141,000			3,614,000
Provision for losses on other real estate					14,908			21,910
Gain on sales of other real estate		(10,470	)		(153,400	)		(366,865	)
Loss on sales, calls and liquidation of securities		605,813						426,094
Gain on sale of bank premises		(635,271	)		(159,669	)		(100,449	)
Gain on settlement of insurance					(3,792,942	)		(448,963	)
Changes in assets and liabilities:
Accrued interest receivable		771,014			(3,826,872	)		(1,570,123	)
Other assets		(1,967,771	)		330,657			(93,683	)
Other liabilities		(3,167,174	)		9,750,102			(933,187	)
Net cash provided by operating activities		7,289,270			16,677,684			7,904,493
Cash flows from investing activities:
Proceeds from maturities, sales and calls of available for sale securities		209,677,761			55,190,291			144,782,701
Investment in available for sale securities		(196,000,371	)		(272,222,910	)		(153,360,763	)
Proceeds from maturities and calls of held to maturity securities		86,460,000			265,074,303			23,435,000
Investment in held to maturity securities		(5,515,732	)		(216,601,604	)		(150,894,584	)
Investment in Federal Home Loan Bank stock					(51,900	)
Redemption of Federal Home Loan Bank stock		192,300						325,300
Proceeds from sales of other real estate		55,000			344,000			495,000
Loans, net increase		(50,235,794	)		(52,257,325	)		(14,458,808	)
Proceeds from sale and retirement of bank premises		1,020,247			5,400,045			769,807
Acquisition of premises and equipment		(16,849,180	)		(4,824,112	)		(1,563,337	)
Other assets		(575,724	)		(493,320	)		(478,814	)
Net cash provided by (used) in investing activities		28,228,507			(220,442,532	)		(150,948,498	)
Cash flows from financing activities:
Demand and savings deposits, net change		(74,435,300	)		(57,892,909	)		207,686,409
Time deposits made, net change		30,395,985			78,845,361			(4,660,597	)
Principal payments on notes								(1,239	)
Cash dividends		(2,655,031	)		(2,274,948	)		(2,109,402	)
Retirement of common stock		(3,107,258	)		(16,651	)		(117,927	)
Borrowings from Federal Home Loan Bank		47,900,375			20,940,973			402,819
Repayments to Federal Home Loan Bank		(48,067,419	)		(21,025,629	)		(253,784	)
Federal funds purchased and securities sold under agreements to repurchase, net change		5,192,748			76,764,620			61,990,625
Net cash provided by (used in) financing activities		(44,775,900	)		95,340,817			262,936,904
Net increase (decrease) in cash and cash equivalents		(9,258,123	)		(108,424,031	)		119,892,899
Cash and cash equivalents, beginning of year		44,193,493			152,617,524			32,724,625
Cash and cash equivalents, end of year	$	34,935,370		$	44,193,493		$	152,617,524

See Notes to Consolidated Financial Statements.

12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

NOTE A — BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Business of The Company

Peoples Financial Corporation (the “Company”) is a one-bank holding company headquartered in Biloxi, Mississippi. Its two operating subsidiaries are The Peoples Bank, Biloxi, Mississippi (the “Bank”), and PFC Service Corp. Its principal subsidiary is The Peoples Bank, Biloxi, Mississippi, which provides a full range of banking, financial and trust services to state, county and local goverment entities and individuals and small and commercial businesses operating in Harrison, Hancock, Stone and Jackson counties.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Accounting

The Company and its subsidiaries recognize assets and liabilities, and income and expense, on the accrual basis of accounting. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

New Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. The changes to current practice resulting from the application of this Statement relate to the definition of fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007, with earlier application encouraged. The Company does not anticipate the adoption of this new accounting principle to have a material effect on its financial position or results of operation.

In December 2007, FASB revised Statement No. 141(revised 2007), “Business Combinations” (“SFAS 141(R)”). Under SFAS No. 141, organizations utilized the announcement date as the measurement date for the purchase price of the acquired entity. SFAS No. 141(R) requires measurement at the date the acquirer obtains control of the acquiree, generally referred to as the acquisition date. SFAS No. 141(R) will have a significant impact on the accounting for transaction costs, restructuring costs as well as the initial recognition of contingent assets and liabilities assumed during a business combination. Under SFAS No. 141(R), adjustments to the acquired entity’s deferred tax assets and uncertain tax position balances occurring outside the measurement period will be recorded as a component of the income tax expense, rather than goodwill. SFAS 141(R) is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. As the provisions of SFAS No. 141(R) are applied prospectively, the impact to the Company cannot be determined until the transactions occur.

In September 2006, the Emerging Issue Task Force (“EITF”) issued EITF Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” (“EITF 06-4”). EITF 06-4 requires the accrual of the post-retirement benefit over the service period. EITF 06-4 is effective for fiscal years beginning after December 31, 2007. The Company does not anticipate the new accounting principle to have a material effect on its financial position or results of operation.

Cash and Due from Banks

The Company is required to maintain average reserve balances in its vault or on deposit with the Federal Reserve Bank. The average amount of these reserve requirements was approximately $19,964,000, $24,539,000 and $15,133,000 for the years ending December 31, 2007, 2006 and 2005, respectively. The Company’s bank subsidiary maintained account balances in excess of amounts insured by the Federal Deposit Insurance Corporation. At December 31, 2007, the bank subsidiary had excess deposits of $1,725,000.

Securities

The classification of securities is determined by Management at the time of purchase. Securities are classified as held to maturity when the Company has the positive intent and ability to hold the security until maturity. Securities held to maturity are stated at amortized cost. Securities not classified as held to maturity are classified as available for sale and are stated at fair value. Unrealized gains and losses, net of tax, on these securities are recorded in shareholders’ equity as accumulated other comprehensive income. The amortized cost of available for sale securities and held to maturity securities is adjusted for amortization of premiums and accretion of discounts to maturity, determined using the interest method. Such amortization and accretion is included in interest income on securities. Declines in the fair value of securities below their cost that are deemed to be other than temporary would be reflected in earnings as realized losses. In estimating other-than-temporary losses, management considers the length of time and the extent to which the fair value has been less than cost, the financial condition and nature of the issuer, the cause of the decline, especially if related to a change in interest rates, and the intent and ability of the Company to retain the investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. The specific identification method is used to determine realized gains and losses on sales of securities, which are reported as gain or loss on sale and calls of securities in other operating income.

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Loans

The loan portfolio consists of commercial and industrial and real estate loans within the Company’s trade area in South Mississippi. The loan policy establishes guidelines relating to pricing, repayment terms, collateral standards including loan to value limits, appraisal and environmental standards, lending authority, lending limits and documentation requirements.

Loans are stated at the amount of unpaid principal, reduced by unearned income and the allowance for loan losses. Interest on loans is recognized over the terms of each loan based on the unpaid principal balance. Loan origination fees are recognized as income when received. Revenue from these fees is not material to the financial statements.

The Company places loans on a nonaccrual status when, in the opinion of Management, they possess sufficient uncertainty as to timely collection of interest or principal so as to preclude the recognition in reported earnings of some or all of the contractual interest. Accrued interest on loans classified as nonaccrual is reversed at the time the loans are placed on nonaccrual. Interest received on nonaccrual loans is applied against principal. Loans are restored to accrual status when the obligation is brought current or has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s impaired loans include performing and non-performing major loans for which full payment of principal or interest is not expected. The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price or the fair value of its collateral. If the recorded investment in the impaired loan exceeds the measure of fair value, a valuation allowance is required as a component of the allowance for loan losses. Changes to the valuation allowance are recorded as a component of the provision for loan losses.

Generally, loans which become 90 days delinquent are reviewed relative to collectibility. Unless such loans are in the process of terms revision to bring them to a current status or foreclosure in the process of collection, those loans deemed uncollectible are charged off against the allowance account.

Allowance for Loan Losses

The allowance for loan losses is established through provisions for loan losses charged against earnings. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.

The allowance for loan losses is based on Management’s evaluation of the loan portfolio under current economic conditions and is an amount that Management believes will be adequate to absorb probable losses on loans existing at the reporting date. The evaluation includes Management’s assessment of several factors: review and evaluation of specific loans, changes in the nature and volume of the loan portfolio, current and anticipated economic conditions and the related impact on specific borrowers and industry groups, a study of loss experience, a review of classified, nonperforming and delinquent loans, the estimated value of any underlying collateral, an estimate of the possibility of loss based on the risk characteristics of the portfolio, adverse situations that may affect the borrower’s ability to repay and the results of regulatory examinations. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.

The allowance consists of specific and general components. The specific component relates to loans that are classified as either doubtful or substandard. For such loans, a specific allowance is established when the collateral value is lower than the carrying value of the loan. The general component of the allowance relates to loans that are not classified and is based on historical loss experience.

Bank Premises and Equipment

Bank premises and equipment are stated at cost, less accumulated depreciation. Depreciation is computed by the straight-line method based on the estimated useful lives of the related assets.

Other Real Estate

Other real estate acquired through foreclosure is carried at the lower of cost (primarily outstanding loan balance) or estimated market value, less estimated costs to sell. If, at foreclosure, the carrying value of the loan is greater than the estimated market value of the property acquired, the excess is charged against the allowance for loan losses and any subsequent adjustments are charged to expense. Costs of operating and maintaining the properties, net of related income and gains (losses) on their disposition, are charged to expense as incurred.

Trust Department Income and Fees

Corporate trust fees are accounted for on an accrual basis and personal trust fees are recorded when received.

Income Taxes

The Company files a consolidated tax return with its wholly-owned subsidiaries. The tax liability of each entity is allocated based on the entity’s contribution to consolidated taxable income. The provision for applicable income taxes is based upon reported income and expenses as adjusted for differences between reported income and taxable income. The primary differences are exempt income on state, county and municipal securities; differences in provisions for losses on loans as compared to the amount allowable for income tax purposes; directors’ and officers’ life insurance; depreciation for income tax purposes over (under) that reported for financial statements and gains on the sale of bank premises which were structured under the provisions of Section 1031 of the Internal Revenue Code.

Leases

All leases are accounted for as operating leases in accordance with the terms of the leases.

Earnings Per Share

Basic and diluted earnings per share are computed on the basis of the weighted average number of common shares outstanding, 5,489,861, 5,548,300 and 5,550,477 in 2007, 2006 and 2005, respectively.

Statements of Cash Flows

The Company has defined cash and cash equivalents to include cash and due from banks and federal funds sold. The Company paid $24,853,712, $18,444,672 and $7,389,847 in 2007, 2006 and 2005, respectively, for interest on deposits and borrowings. Income tax payments totaled $4,819,000, $5,310,000 and $4,856,000 in 2007, 2006 and 2005, respectively. Loans transferred to other real estate amounted to $20,000, $144,000 and $88,000 in 2007, 2006 and 2005, respectively. The income tax effect from the unrealized gain (loss) on available for sale securities on accumulated other comprehensive income was $1,395,266, $602,907 and $(949,600) at December 31, 2007, 2006 and 2005, respectively. The income tax effect from the loss from unfunded post-retirement benefit obligation on accumulated other comprehensive income was $(242,000) and $407,201 at December 31, 2007 and 2006, respectively.

Reclassifications

Certain reclassifications have been made to the prior year statements to conform to current year presentation. The reclassifications had no effect on prior year net income.

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NOTE B — SECURITIES:

The amortized cost and estimated fair value of securities at December 31, 2007, 2006, and 2005, respectively, are as follows (in thousands):

			Gross		Gross			Estimated
December 31, 2007	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasury	$	71,952	$	1,354	$	—		$	73,306
U.S. Government agencies and corp.		252,130		1,729		(60	)		253,799
Mortgage-backed securities		33,343		48		(7	)		33,384
States and political subdivisions		22,698		152		(367	)		22,483
Total debt securities		380,123		3,283		(434	)		382,972
Equity securities		5,229		62		(1,234	)		4,057
Total available for sale securities	$	385,352	$	3,345	$	(1,668	)	$	387,029
Held to maturity securities:
States and political subdivisions	$	4,630	$	53	$	(7	)	$	4,676
Total held to maturity securities	$	4,630	$	53	$	(7	)	$	4,676

			Gross		Gross			Estimated
December 31, 2006	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasury	$	73,937	$	81	$	(364	)	$	73,654
U.S. Government agencies and corp.		304,156		304		(1,950	)		302,510
States and political subdivisions		17,001		247		(163	)		17,085
Total debt securities		395,094		632		(2,477	)		393,249
Equity securities		4,528		62		(632	)		3,958
Total available for sale securities	$	399,622	$	694	$	(3,109	)	$	397,207
Held to maturity securities:
U.S. Treasury	$	53,517	$		$	(70	)	$	53,447
U.S. Government agencies and corp.		26,970				(29	)		26,941
States and political subdivisions		5,087		62		(18	)		5,131
Total held to maturity securities	$	85,574	$	62	$	(117	)	$	85,519

			Gross		Gross			Estimated
December 31, 2005	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
Available for sale securities:
Debt securities:
U.S. Treasury	$	37,953	$	2	$	(525	)	$	37,430
U.S. Government agencies and corp.		126,444				(2,573	)		123,871
States and political subdivisions		14,364		68		(282	)		14,150
Total debt securities		178,761		70		(3,380	)		175,451
Equity securities		3,829		62		(948	)		2,943
Total available for sale securities	$	182,590	$	132	$	(4,328	)	$	178,394
Held to maturity securities:
U.S. Treasury	$	106,897	$		$	(66	)	$	106,831
U.S. Government agencies and corp.		21,000				(19	)		20,981
States and political subdivisions		6,150		93		(47	)		6,196
Total held to maturity securities	$	134,047	$	93	$	(132	)	$	134,008

15

The amortized cost and estimated fair value of debt securities at December 31, 2007, (in thousands) by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Amortized Cost		Estimated Fair Value
Available for sale securities:
Due in one year or less	$	61,401	$	61,756
Due after one year through five years		182,995		184,958
Due after five years through ten years		47,052		47,305
Due after ten years		55,332		55,569
Mortgage backed securities		33,343		33,384
Totals	$	380,123	$	382,972
Held to maturity securities:
Due in one year or less	$	1,238	$	1,242
Due after one year through five years		1,015		1,026
Due after five years through ten years		2,377		2,408
Totals	$	4,630	$	4,676

Information pertaining to securities with gross unrealized losses at December 31, 2007, aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows (in thousands):

	Less than twelve months				Over twelve months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
U.S. Government Agencies	$	10,974	$	24	$	17,464	$	36	$	28,438	$	60
States and political subdivisions		5,998		249		7,047		125		13,045		374
Mortgage Backed Securities		14,201		7						14,201		7
FHLMC preferred stock						1,841		1,234		1,841		1,234
Total	$	31,173	$	280	$	26,352	$	1,395	$	57,525	$	1,675

Information pertaining to securities with gross unrealized losses at December 31, 2006, aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows (in thousands):

	Less than twelve months				Over twelve months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
U.S. Treasury	$	65,458	$	102	$	29,647	$	332	$	95,105	$	434
U.S. Government Agencies		100,883		200		105,697		1,779		206,580		1,979
States and political subdivisions		2,970		15		7,016		166		9,986		181
FHLMC preferred stock						2,443		632		2,443		632
Total	$	169,311	$	317	$	144,803	$	2,909	$	314,114	$	3,226

Information pertaining to securities with gross unrealized losses at December 31, 2005, aggregated by investment category and length of time that individual securities have been in a continuous loss position is as follows (in thousands):

	Less than twelve months				Over twelve months				Total
	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
U.S. Treasury	$	100,001	$	259	$	17,656	$	332	$	117,657	$	591
U.S. Government Agencies		81,411		1,054		50,441		1,538		131,852		2,592
States and political subdivisions		9,106		150		3,485		179		12,591		329
FHLMC preferred stock						2,127		948		2,127		948
Total	$	190,518	$	1,463	$	73,709	$	2,997	$	264,227	$	4,460

At December 31, 2007, 1 of the 215 U.S. Treasury securities, 18 of the 94 securities issued by U.S. Government agencies, 54 of the 109 securities issued by state and political subsidivions, 4 of the 8 mortgage-backed securities and the FHLMC preferred stock held by the Company contained unrealized losses.

Management evaluates securities for other-than-temporary impairment on a monthly basis. Consideration is given to the length of time and the extent to which the fair value has been less than cost. The Company has also considered that securities are primarily issued by U.S. Treasury and U.S. Government Agencies, the cause of the decline in value, the intent and ability of the Company to hold these securities until maturity and that the Company has traditionally held virtually all of its securities, including those classified as available for sale, until maturity. Any sales of available for sale securities, which have been infrequent and immaterial, have been for liquidity purposes. The Company has also carefully considered the specific issues related to the valuation of the FHLMC preferred stock. As a result of the evaluation of the impairment of these securities, the Company has determined that the declines summarized in the table above are not deemed to be other-than-temporary.

16

Proceeds from maturities and calls of held to maturity debt securities during 2007, 2006 and 2005 were $86,460,000, $265,074,303 and $23,435,000, respectively. There were no sales of held to maturity debt securities during 2007, 2006 and 2005. Proceeds from maturities, sales and calls of available for sale debt securities were $209,677,761, $55,190,291 and $144,782,701 during 2007, 2006 and 2005, respectively. Available for sale debt securities were sold in 2007 and 2005 for a realized loss of $606,000 and $443,000. There were no sales of available for sale debt securities during 2006. The Company realized a gain of $16,441 from the liquidation of equity securities in 2005.

Securities with an amortized cost of approximately $342,084,000, $269,628,000 and $217,009,000 at December 31, 2007, 2006 and 2005, respectively, were pledged to secure public deposits, federal funds purchased and other balances required by law.

Federal Home Loan Bank (“FHLB”) common stock was purchased during 1999 in order for the Company to participate in certain FHLB programs. The amount to be invested in FHLB stock was calculated according to FHLB guidelines as a percentage of certain mortgage loans. Based on this calculation, the FHLB may periodically automatically redeem its common stock. The investment is carried at cost. Dividends received are reinvested in FHLB stock.

NOTE C — LOANS:

The composition of the loan portfolio was as follows (in thousands):

December 31,	2007		2006		2005
Real estate, construction	$	93,739	$	24,317	$	20,663
Real estate, mortgage		265,465		300,807		258,573
Loans to finance agricultural production and other loans to farmers		2,545		2,502		2,795
Commercial and industrial loans		76,267		57,796		53,473
Loans to individuals for household, family and other consumer expenditures		11,173		13,415		11,812
Obligations of states and political subdivisions (primarily industrial revenue bonds and local government tax anticipation notes)		1,747		2,094		1,423
All other loans		56		263		607
Totals	$	450,992	$	401,194	$	349,346

Transactions in the allowance for loan losses are as follows (in thousands):

	2007			2006			2005
Balance, January 1	$	10,841		$	10,966		$	6,570
Recoveries		266			463			1,344
Loans charged off		(684	)		(729	)		(562	)
Provision for allowance for loan losses		(1,045	)		141			3,614
Balance, December 31	$	9,378		$	10,841		$	10,966

As a part of its evaluation of the quality of the loan portfolio, Management continuously monitors the Company’s credit concentrations on a monthly basis. Total outstanding concentrations were as follows (in thousands):

December 31,	2007		2006		2005
Gaming	$	74,595	$	60,105	$	42,855
Hotel/motel		23,234		24,907		21,532
Out of area		31,325		19,357		17,600
Total	$	129,154	$	104,369	$	81,987

In the ordinary course of business, the Company extends loans to certain officers and directors and their personal business interests at, in the opinion of Management, terms and rates comparable to other loans of similar credit risks. These loans do not involve more than normal risk of collectibility and do not include other unfavorable features.

An analysis of the activity with respect to such loans to related parties is as follows (in thousands):

	2007			2006			2005
Balance, January 1	$	8,554		$	8,670		$	8,836
New loans and advances		3,548			10,248			20,300
Repayments		(4,784	)		(10,364	)		(20,466	)
Balance, December 31	$	7,318		$	8,554		$	8,670

17

Loans past due ninety days or more and still accruing interest were $1,234,000, $3,295,000 and $762,000 at December 31, 2007, 2006 and 2005, respectively. Nonaccrual loans amounted to approximately $45,000, $349,000 and $267,000 at December 31, 2007, 2006 and 2005, respectively.

The Company’s other individually evaluated impaired loans include performing loans and totaled $11,654,000, $12,350,000 and $17,162,000 at December 31, 2007, 2006 and 2005, respectively. For the years ended December 31, 2007, 2006 and 2005, the average recorded investment in impaired loans was $11,093,000, $15,877,000 and $17,827,000, respectively. The Company had $5,643,000, $4,389,000 and $6,176,000 of specific allowance related to impaired loans at December 31, 2007, 2006 and 2005, respectively. Interest income recognized on impaired loans was $621,000, $990,000 and $1,132,000 in 2007, 2006 and 2005, respectively. Interest income recognized on impaired loans if the Company had used the cash-basis method of accounting would have approximated $670,000, $900,000 and $1,056,000 in 2007, 2006 and 2005, respectively.

NOTE D — BANK PREMISES AND EQUIPMENT:

Bank premises and equipment are shown as follows (in thousands):

December 31,	Estimated Useful Lives		2007		2006		2005
Land			$	6,102	$	5,720	$	4,926
Buildings		5–40		29,180		14,731		17,476
Furniture, fixtures and equipment		3–10		15,187		13,806		13,511
Totals, at cost				50,469		34,257		35,913
Less: Accumulated depreciation				16,058		14,598		18,025
Totals			$	34,411	$	19,659	$	17,888

NOTE E — DEPOSITS:

At December 31, 2007, the scheduled maturities of time deposits (in thousands) are as follows:

2008	$	203,079
2009		14,133
2010		3,556
2011		1,807
2012		1,204
Total	$	223,779

Deposits held for related parties amounted to $8,903,098, $15,399,924 and $12,130,015 at December 31, 2007, 2006 and 2005, respectively.

NOTE F – FEDERAL FUNDS PURCHASED AND SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE:

At December 31, 2007, the Company had facilities in place to purchase federal funds up to $106,000,000 under established credit arrangements.

At December 31, 2007, 2006 and 2005, federal funds purchased and securities sold under agreements to repurchase included funds invested by customers in a non-deposit product of the bank subsidiary of $172,925,000, $226,032,000 and $149,268,000, respectively. These accounts are non-insured, non-deposit accounts which allow customers to earn interest on their account with no restrictions as to the number of transactions. They are set up as sweep accounts with no check-writing capabilities and require the customer to have at least one operating deposit account.

NOTE G – BORROWINGS FROM FEDERAL HOME LOAN BANK:

At December 31, 2007, the Company had $7,100,000 outstanding in advances under a $95,286,000 line of credit with the Federal Home Loan Bank of Dallas (“FHLB”). One advance in the amount of $5,000,000 bears interest at a fixed rate of 6.50% and matures in 2010. The remaining balance consists of a number of smaller advances at fixed rates of interest from 2.24% to 7.00% with maturity dates from 2008 – 2030. The advances are collateralized by a blanket floating lien on the Company’s residential first mortgage loans.

NOTE H – NOTES PAYABLE:

The Company has a $5,000,000 unsecured line of credit with Silverton Bank, N.A. The line bears interest at 1/2% under Wall Street Journal Prime and requires interest only payments quarterly with all principal and accrued interest due at maturity, which is July 6, 2009. At December 31, 2007, the outstanding balance on the line was $150,000, which is included in Other Liabilities.

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NOTE I — INCOME TAXES:

Deferred taxes (or deferred charges) as of December 31, 2007, 2006 and 2005, included in other assets or other liabilities, were as follows (in thousands):

December 31,	2007		2006		2005
Deferred tax assets:
Allowance for loan losses	$	3,282	$	4,089	$	3,503
Employee benefit plans’ liabilities		2,268		2,030		1,638
Unrealized loss on available for sale securities, charged from equity				911		1,427
Earned retiree health benefits plan liability		891		798
Unearned retiree health benefits plan liability		123		435
Other		327		356		525
Deferred tax assets		6,891		8,619		7,093
Deferred tax liabilities:
Unrealized gain on available for sale securities, charged to equity		589
Bank premises and equipment		6,094		3,989		2,239
Other		36		39
Deferred tax liabilities		6,719		4,028		2,239
Net deferred taxes	$	172		4,591		4,854

Income taxes consist of the following components (in thousands):

Years Ended December 31,	2007		2006			2005
Current	$	2,435	$	6,511		$	3,653
Deferred		2,607		(52	)		(1,049	)
Totals	$	5,042	$	6,459		$	2,604

Income taxes amounted to less than the amounts computed by applying the U.S. Federal income tax rate of 35.0% for 2007 and 2006 and 34.0% for 2005 to earnings before income taxes. The reason for these differences is shown below (in thousands):

Years Ended December 31,	2007 Amount			%			2006 Amount			%			2005 Amount			%
Taxes computed at statutory rate	$	5,624			35.0		$	6,729			35.0		$	2,702			34.0
Increase (decrease) resulting from:
Tax-exempt interest income		(341	)		(2.1	)		(292	)		(1.5	)		(272	)		(3.4	)
Other, net		(241	)		(1.5	)		22			0.1			174			2.2
Total income taxes	$	5,042			31.4		$	6,459			33.6		$	2,604			32.8

The Financial Accounting Standards Board (the “FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). This interpretation clarifies the accounting and disclosure for uncertainty in income tax positions and is effective for the Company for the year beginning January 1, 2007. The Company has considered the recognition and measurement requirements of FIN 48 of the benefits recorded in its financial statements for tax positions taken or expected to be taken in its tax returns. Based on its evaluation of these tax positions for its open tax years, the Company has not recorded any tax liability for uncertain tax positions as of December 31, 2007 and does not anticipate any material impact on its results of operations for tax uncertainties.

NOTE J — SHAREHOLDERS’ EQUITY:

The Commissioner of Banking and Consumer Finance of the State of Mississippi must approve all dividends paid by the bank subsidiary. At December 31, 2007, approximately $29,271,000 of undistributed earnings of the bank subsidiary included in consolidated surplus and retained earnings was available for future distribution to the Company as dividends, subject to the approval by Board of Directors.

On November 26, 2002, the Company’s Board of Directors approved the repurchase of up to 2.50% of the outstanding shares of the Company’s common stock. At November 26, 2005, the date this repurchase was set to expire, the Company was authorized to repurchase and retire another 109,610 shares. On November 22, 2005, the Board of Directors approved a three year extension of the repurchase plan originally approved on November 26, 2002. As of July 31, 2007, the last purchase under the plan approved November 26, 2002 and extended on November 22, 2005 was executed, resulting in a total of 139,484 shares having been repurchased and retired under this plan.

19

On July 25, 2007, the Company’s Board of Directors approved the repurchase of up to 2.50% of the outstanding shares of the Company’s common stock. As of December 31, 2007, 40,698 shares available under this plan had been repurchased and retired.

On December 5, 2007, the Company’s Board of Directors approved a semi-annual dividend of $ .27 per share. This dividend has a record date of January 8, 2008 and a distribution date of January 15, 2008.

The bank subsidiary is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the bank subsidiary’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the bank subsidiary must meet specific capital guidelines that involve quantitative measures of the bank subsidiary’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The bank subsidiary’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the bank subsidiary to maintain minimum amounts and ratios of Total and Tier 1 capital to risk-weighted assets, and Tier 1 capital to average assets.

As of December 31, 2007, the most recent notification from the Federal Deposit Insurance Corporation categorized the bank subsidiary as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the bank subsidiary must have a Total risk-based capital ratio of 10.00% or greater, a Tier 1 risk-based capital ratio of 6.00% or greater and a Leverage capital ratio of 5.00% or greater. There are no conditions or events since that notification that Management believes have changed the bank subsidiary’s category.

The Company’s actual capital amounts and ratios and required minimum capital amounts and ratios for 2007, 2006 and 2005, are as follows (in thousands):

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
December 31, 2007:
Total Capital (to Risk Weighted Assets)	$	112,510		19.63	%	$	45,854		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		105,345		18.38	%		22,927		4.00	%
Tier 1 Capital (to Average Assets)		105,345		10.93	%		38,555		4.00	%
December 31, 2006:
Total Capital (to Risk Weighted Assets)	$	102,480		21.12	%	$	38,818		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		96,415		19.87	%		19,409		4.00	%
Tier 1 Capital (to Average Assets)		96,415		10.60	%		36,374		4.00	%
December 31, 2005:
Total Capital (to Risk Weighted Assets)	$	90,418		21.51	%	$	33,630		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		85,163		20.26	%		16,815		4.00	%
Tier 1 Capital (to Average Assets)		85,163		12.57	%		27,104		4.00	%

The bank subsidiary’s actual capital amounts and ratios and required minimum capital amounts and ratios for 2007, 2006 and 2005, are as follows (in thousands):

	Actual					For Capital Adequacy Purposes
	Amount		Ratio			Amount		Ratio
December 31, 2007:
Total Capital (to Risk Weighted Assets)	$	111,413		19.51	%	$	45,676		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		104,276		18.26	%		22,838		4.00	%
Tier 1 Capital (to Average Assets)		104,276		10.84	%		38,481		4.00	%
December 31, 2006:
Total Capital (to Risk Weighted Assets)	$	102,111		21.06	%	$	38,791		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		95,991		19.80	%		19,396		4.00	%
Tier 1 Capital (to Average Assets)		95,991		9.98	%		38,482		4.00	%
December 31, 2005:
Total Capital (to Risk Weighted Assets)	$	94,922		21.66	%	$	35,061		8.00	%
Tier 1 Capital (to Risk Weighted Assets)		89,376		20.39	%		17,531		4.00	%
Tier 1 Capital (to Average Assets)		89,376		11.59	%		30,843		4.00	%

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NOTE K — OTHER INCOME AND EXPENSES:

Other income consisted of the following:

Years Ended December 31,	2007		2006		2005
Other service charges, commissions and fees	$	170,998	$	222,681	$	207,809
Rentals		345,520		257,091		376,176
Other		720,967		798,352		546,038
Totals	$	1,237,485	$	1,278,124	$	1,130,023

Other expenses consisted of the following:

Years Ended December 31,	2007		2006		2005
Advertising	$	596,997	$	586,646	$	534,509
Data processing		456,744		314,570		281,263
Legal and accounting		451,795		492,296		485,805
ATM expense		1,814,095		1,066,411		954,168
Consulting fees		90,239		429,336		242,110
Trust expense		420,721		426,156		387,351
Other		2,067,578		1,995,226		2,146,307
Totals	$	5,898,169	$	5,310,641	$	5,031,513

NOTE L — FINANCIAL INSTRUMENTS WITH OFF – BALANCE – SHEET RISK:

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and irrevocable letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the balance sheet. The contract amounts of those instruments reflect the extent of involvement the bank subsidiary has in particular classes of financial instruments. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and irrevocable letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any conditions established in the agreement. Irrevocable letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Commitments and irrevocable letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since some of the commitments and irrevocable letters of credit may expire without being drawn upon, the total amounts do not necessarily represent future cash requirements. The Company evaluated each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained upon extension of credit is based on Management’s credit evaluation of the customer. Collateral obtained varies but may include equipment, real property and inventory.

The Company generally grants loans to customers in its primary trade area of Harrison, Hancock, Jackson and Stone counties.

At December 31, 2007, 2006 and 2005, the Company had outstanding irrevocable letters of credit aggregating $7,128,972, $3,038,096 and $4,491,773, respectively. At December 31, 2007, 2006 and 2005, the Company had outstanding unused loan commitments aggregating $133,771,000, $149,457,000 and $121,369,000, respectively. Approximately $72,208,000, $67,621,000 and $65,721,000 of outstanding commitments were at fixed rates and the remainder were at variable rates at December 31, 2007, 2006 and 2005, respectively.

NOTE M — CONTINGENCIES:

The Company’s bank subsidiary (the “Bank”) filed suit again USF&G in 1998 to recover damages for USF&G’s bad faith failure to defend and indemnify the Bank in connection with a lawsuit filed against the Bank in 1996. The Bank obtained legal representation from a local plaintiff’s attorney and customer (“Attorney”) on a contingent basis.

In December 2000, the case was transferred from the judge to whom it was originally assigned to a second judge (the “Judge”). The Judge had previously handled some discovery matters in the case.

The Bank had made a routine loan to the Judge in November 1998, which was guaranteed by the Attorney. The loan was repaid in February 2000 by someone other than the Judge, apparently at the request of the Attorney. Neither the Attorney nor the Judge disclosed the loan or the repayment to USF&G or its counsel.

During the course of the case, the Bank and USF&G filed competing motions for summary judgment. The Judge granted summary judgment in the Bank’s favor on the issue of liability and subsequently presided over a settlement conference in which he expressed his opinion about the value of the case in monetary terms. The case was settled on December 24, 2001, for $1.5 million.

In 2003, the Attorney, the Judge and other parties were indicted for alleged fraud, bribery, etc. involving various events, including allegations concerning the Bank v. USF&G lawsuit. Neither the Bank nor any Bank employee was indicted. Following the indictments, USF&G filed a civil action against the

21

Attorney, the Judge and the Bank alleging fraud in connection with the outcome of the Bank v. USF&G lawsuit. The complaint demands $2.5 million in compensatory damages and $10 million in punitive damages, prejudgment interest and attorneys’ fees, etc. The USF&G v. Bank suit was stayed until 30 days following the completion of the criminal case. There has been no discovery.

The criminal case against the Attorney, the Judge and other parties concluded on August 12, 2005. No guilty verdicts were returned. The defendants received not guilty verdicts on several counts and there was no verdict (mistrial) on a number of other counts, including the Bank v. USF&G matter. On September 16, 2005, the U. S. Attorney’s office announced that it would retry the Attorney, the Judge and other parties on fraud and bribery charges related to the Bank v. USF&G matter. The new trial began on February 7, 2007. On March 31, 2007, guilty verdicts on counts of bribery, conspiracy, mail fraud/honest services fraud and racketeer influenced corrupt organizations (RICO) violations were returned against the Attorney, the Judge and other parties. The Attorney, the Judge and other parties have indicated that they plan to appeal the guilty verdicts. On October 30, 2007, the judge in the USF&G lawsuit lifted the stay order in that case.

On February 4, 2008, USF&G filed an amended complaint against the Bank, the Attorney and the Judge. In the amended complaint, USF&G seeks $2.5 million in compensatory damages, $10 million in punitive damages, and prejudgment interest and attorneys’ fees, etc. In addition, USF&G seeks a declaratory judgment to set aside the settlement in the original lawsuit between USF&G and the Bank. On February 20, 2008, the Bank filed an answer to the amended complaint and the Bank intends to fully defend the action brought against it. As of February 29, 2008, there has been no discovery in the case and no trial date has been set in the matter.

The Company understands that this litigation, as with any litigation, is inherently uncertain and it is reasonably possible that the Company may incur a loss in this matter. The Company has no reason to conclude, however, that the loss is probable and cannot reasonably estimate the amount of any possible loss. No liability for the USF&G lawsuit has been accrued. This conclusion is based on relevant legal advice, the fact that this lawsuit is in its very earliest stages with no discovery having been undertaken and the Company’s resolve to vigorously contest the case.

The bank is involved in various other legal matters and claims which are being defended and handled in the ordinary course of business. None of these matters is expected, in the opinion of Management, to have a material adverse effect upon the financial position or results of operations of the Company.

NOTE N — CONDENSED PARENT COMPANY ONLY FINANCIAL INFORMATION:

Peoples Financial Corporation began its operations September 30, 1985, when it acquired all the outstanding stock of The Peoples Bank, Biloxi, Mississippi. A condensed summary of its financial information is shown below.

CONDENSED BALANCE SHEETS (IN THOUSANDS)

December 31,	2007		2006		2005
Assets
Investments in subsidiaries, at underlying equity:
Bank subsidiary	$	105,592	$	98,147	$	87,740
Nonbank subsidiary		1		1		1
Cash in bank subsidiary		528		55		285
Other assets		2,226		1,535		842
Total assets	$	108,347	$	99,738	$	88,868
Liabilities and Shareholders’ Equity
Other liabilities	$	1,805	$	1,505	$	1,365
Total liabilities		1,805		1,505		1,365
Shareholders’ equity		106,542		98,233		87,503
Total liabilities and shareholders’ equity	$	108,347	$	99,738	$	88,868

CONDENSED STATEMENTS OF INCOME (IN THOUSANDS)

Years Ended December 31,	2007			2006			2005
Income
Earnings of unconsolidated bank subsidiary:
Distributed earnings	$	6,800		$	2,800		$	2,300
Undistributed earnings		4,250			10,014			3,618
Interest income		6			5			4
Other income		43			25			37
Total income		11,099			12,844			5,959
Expenses
Other expense		90			93			96
Total expenses		90			93			96
Income before income taxes		11,009			12,751			5,863
Income tax benefit		(17	)		(17	)		(19	)
Net income	$	11,026		$	12,768		$	5,882

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CONDENSED STATEMENTS OF CASH FLOWS (IN THOUSANDS)

Years Ended December 31,	2007			2006			2005
Cash flows from operating activities:
Net income	$	11,026		$	12,768		$	5,882
Adjustments to reconcile net income to net cash used in operating activities:
Gain on liquidation of investment								(16	)
Net income of unconsolidated subsidiaries		(11,050	)		(12,814	)		(5,918	)
Changes in assets and liabilities:
Other assets		9			8			(20	)
Net cash used in operating activities		(15	)		(38	)		(72	)
Cash flows from investing activities:
Investment in equity securities		(700	)		(700	)
Proceeds from liquidation of investment								16
Dividends from unconsolidated subsidiary		6,800			2,800			2,300
Net cash provided by investing activities		6,100			2,100			2,316
Cash flows from financing activities:
Advances on line of credit		950
Principal payments on line of credit		(800	)
Retirement of stock		(3,107	)		(17	)		(118	)
Dividends paid		(2,655	)		(2,275	)		(2,109	)
Net cash used in financing activities		(5,612	)		(2,292	)		(2,227	)
Net increase (decrease) in cash		473			(230	)		17
Cash, beginning of year		55			285			268
Cash, end of year	$	528		$	55		$	285

Peoples Financial Corporation paid income taxes of $4,819,000, $5,310,000 and $4,856,000 in 2007, 2006 and 2005, respectively. No interest was paid during the three years ended December 31, 2007.

NOTE O — EMPLOYEE BENEFIT PLANS:

The Company sponsors the Peoples Financial Corporation Employee Stock Ownership Plan (“ESOP”). Employees who are in a position requiring at least 1,000 hours of service during a plan year and who are 21 years of age are eligible to participate in the ESOP. The Plan included 401(k) provisions and the former Gulf National Bank Profit Sharing Plan. Effective January 1, 2001, the ESOP was amended to separate the 401(k) funds into the Peoples Financial Corporation 401(k) Profit Sharing Plan. The separation had no impact on the eligibility or benefits provided to participants of either plan. The 401(k) provides for a matching contribution of 75% of the amounts contributed by the employee (up to 6% of compensation). Contributions are determined by the Board of Directors and may be paid either in cash or Peoples Financial Corporation capital stock. Total contributions to the plans charged to operating expense were $410,000, $460,000 and $300,000 in 2007, 2006 and 2005, respectively.

Compensation expense of $9,207,514, $8,245,151 and $7,277,442 was the basis for determining the ESOP contribution allocation to participants for 2007, 2006 and 2005, respectively. The ESOP held 445,038, 457,691 and 468,084 allocated shares at December 31, 2007, 2006 and 2005, respectively.

The Company established an Executive Supplemental Income Plan and a Directors’ Deferred Income Plan, which provide for pre-retirement and post-retirement benefits to certain key executives and directors. Benefits under the Executive Supplemental Income Plan are based upon the position and salary of the officer at retirement or death. Normal retirement benefits under the plan are equal to a percentage ranging from 25%–67% of salary based on the position of the participant with the bank subsidiary and are payable monthly over a period of fifteen years. Under the Directors’ Deferred Income Plan, the directors are given an opportunity to defer receipt of their annual directors’ fees until age sixty-five. For those who choose to participate, benefits are payable monthly for ten years beginning the month after the director’s normal retirement date, which is the latter of when he attains age sixty-five or has separated from service. The Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, that it may use as a source to pay potential benefits to the plan participants. These contracts are carried at their cash surrender value, which amounted to $12,648,035, $12,157,922 and $11,672,568 at December 31, 2007, 2006 and 2005, respectively. The present value of accumulated benefits under these plans, using an interest rate of 6.00% in 2007, 7.00% in 2006 and 7.50% in 2005 and the interest ramp-up method for 2007, 2006 and 2005, has been accrued. The accrual amounted to $5,796,097, $4,769,461 and $4,189,779 at December 31, 2007, 2006 and 2005, respectively, and is included in Other Liabilities.

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The Company also has additional plans for non-vested post-retirement benefits for certain key executives and directors. The Company has acquired insurance policies, with the bank subsidiary as owner and beneficiary, that it may use as a source to pay potential benefits to the plan participants. Additionally, there are two endorsement split dollar policies, with the bank subsidiary as owner and beneficiary, which provide a guaranteed death benefit to the participants’ beneficiaries. These contracts are carried at their cash surrender value, which amounted to $930,501, $826,680 and $816,025 at December 31, 2007, 2006 and 2005, respectively. The present value of accumulated benefits under these plans using an interest rate of 7.50% in 2007, 2006 and 2005 and the projected unit cost method has been accrued. The accrual amounted to $684,792, $613,510 and $628,515 at December 31, 2007, 2006 and 2005, respectively.

The Company provides post-retirement health insurance to certain of its retired employees. Employees are eligible to participate in the retiree health plan if they retire from active service no earlier than age 65. In addition, the employee must have at least 25 continuous years of service with the Company immediately preceding retirement. However, any active employee who was at least age 65 as of January 1, 1995, does not have to meet the 25 years of service requirement. The accumulated post-retirement benefit obligation at January 1, 1995, was $517,599, which the Company elected to amortize over 20 years. The Company reserves the right to modify, reduce or eliminate these health benefits. The Company has chosen to not offer this post-retirement benefit to individuals entering the employ of the Company after December 31, 2006.

The following is a summary of the components of the net periodic post-retirement benefit cost:

Years Ended December 31,	2007		2006		2005
Service cost, including amortization of loss	$	275,345	$	315,561	$	237,731
Interest cost		175,700		175,982		139,449
Amortization of net transition obligation		20,600		20,600		20,600
Net periodic post-retirement benefit cost	$	471,645	$	512,143	$	397,780

The discount rate used in determining the accumulated post-retirement benefit obligation was 6.50% in 2007, 6.00% in 2006, and 5.50% in 2005. The assumed health care cost trend rate used in measuring the accumulated post-retirement benefit obligation was 10.00% in 2003. The rate was assumed to decrease gradually to 5.00% for 2016 and remain at that level thereafter. If the health care cost trend rate assumptions were increased 1.00%, the accumulated post-retirement benefit obligation as of December 31, 2007, would be increased by 21.50%, and the aggregate of the service and interest cost components of the net periodic post-retirement benefit cost for the year then ended would have increased by 26.64%. If the health care cost trend rate assumptions were decreased 1.00%, the accumulated post-retirement benefit obligation as of December 31, 2007, would be decreased by 16.90%, and the aggregate of the service and interest cost components of the net periodic post-retirement benefit cost for the year then ended would have decreased by 19.73%.

The Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) provided a prescription drug benefit under Medicare Part D as well as a federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that is at least actuarially equivalent to Medicare Part D. The Act became effective in 2006. The Company believes that the coverage it provides under its plan is actuarially equivalent to Medicare Part D and that it will be entitled to the subsidy.

The following table presents the estimated benefit payments and effect of the Medicare Part D subsidy for each of the next five years and in the aggregate for the next five years:

Year	With Subsidy		Without Subsidy		Subsidy
2008	$	54,000	$	45,000	$	9,000
2009		59,000		49,000		10,000
2010		69,000		57,000		12,000
2011		78,000		64,000		14,000
2012		76,000		60,000		16,000
2016-2017		784,000		609,000		175,000

The Company adopted FASB No. 158, “Employers Accounting for Defined Benefit Pensions and Other Postretirement Plans (an amendment of FASB Statements No. 87, 88, 106 and 132R, (“SFAS 158”) at December 31, 2006. SFAS 158 requires the recognition of the funded status of the Company’s postretirement benefit plan in its Statement of Condition, with corresponding adjustments to accumulated other comprehensive income, net of tax.

The following is a reconciliation of the accumulated post-retirement benefit obligation, which is included in Other Liabilities:

Accumulated post-retirement benefit obligation as of December 31, 2006	$	3,270,052
Service cost		251,329
Interest cost		175,700
Actuarial gain		(761,909	)
Benefits paid		(80,122	)
Accumulated post-retirement benefit obligation as of December 31, 2007	$	2,855,050

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The following is a summary of the change in plan assets:

	2007			2006			2005
Fair value of plan assets at beginning of year	$			$			$
Actual return of assets
Employer contribution		80,122			73,202			68,860
Benefits paid (net)		(80,122	)		(73,202	)		(68,860	)
Fair value of plan assets at end of year	$			$			$

The following is a summary of the accrued post-retirement benefit cost under prior accounting rules at December 31, 2005, which was included in

Other Liabilities:
Accumulated post-retirement benefit obligation:
Retirees	$	830,354
Not eligible to retire		2,391,649
Total		3,222,003
Plan assets at fair value
Accumulated post-retirement benefit obligation in excess of plan assets		3,222,003
Unrecognized transition obligation		(185,397	)
Unrecognized cumulative net gain from past experience different from that assumed and from changes in assumptions		(1,363,523	)
Accrued post-retirement benefit cost	$	1,673,083

Amounts recognized in Accumulated Other Comprehensive Income, net of tax, were:

December 31,	2007		2006
Net loss	$	134,749	$	645,600
Transition obligation		92,078		105,227
Prior service cost
Total accumulated other comprehensive income	$	226,827	$	750,827

Amounts recognized in the accumulated post-retirement benefit obligation and other comprehensive income were:

For the year ended December 31,	2007
Unrecognized actuarial gain	$	761,909
Amortization of net gain		24,016
Amortization of transition obligation		20,600
Total accumulated other comprehensive income	$	806,525

The estimated net loss and prior transition obligation for the other postretirement plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2008 is $13,231 and $20,600, respectively.

NOTE P — FAIR VALUE OF FINANCIAL INSTRUMENTS:

All entities are required to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized in the statement of condition, for which it is practical to estimate its fair value. SFAS 107 excluded certain financial instruments and all nonfinancial instruments from its disclosure requirements. Significant assets and liabilities that are not considered financial instruments include deferred income taxes and bank premises and equipment.

Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. In preparing these disclosures, Management made highly sensitive estimates and assumptions in developing the methodology to be utilized in the computation of fair value. These estimates and assumptions were formulated based on judgments regarding economic conditions and risk characteristics of the financial instruments that were present at the time the computations were made. Events may occur that alter these conditions and thus perhaps change the assumptions as well. A change in the assumptions might affect the fair value of the financial instruments disclosed in this footnote. These estimates do not reflect any premium or discount that could result from offering for sale at one time the Company’s entire holdings of a particular financial instrument. Fair value estimates are based on existing on and off-balance sheet financial instruments without attempting to estimate the value of anticipated future business and the value of assets and liabilities that are not considered financial instruments. In addition, the tax consequences related to the realization of the unrealized gains and losses have not been computed or disclosed herein. These fair value estimates, methods and assumptions are set forth below.

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Cash and Due from Banks

The carrying amount shown as cash and due from banks approximates fair value.

Federal Funds Sold

The carrying amount shown as federal funds sold approximates fair value.

Available for Sale Securities

The fair value of available for sale securities is based on quoted market prices.

Held to Maturity Securities

The fair value of held to maturity securities is based on quoted market prices.

Federal Home Loan Bank Stock

The carrying amount shown as Federal Home Loan Bank Stock approximates fair value.

Loans

The fair value of loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings for the remaining maturities. The cash flows considered in computing the fair value of such loans are segmented into categories relating to the nature of the contract and collateral based on contractual principal maturities. Appropriate adjustments are made to reflect probable credit losses. Cash flows have not been adjusted for such factors as prepayment risk or the effect of the maturity of balloon notes. The fair value of floating rate loans is estimated to be its carrying value.

Cash Surrender Value of Life Insurance

The carrying amount of cash surrender value of bank-owned life insurance approximates fair value.

Deposits

The fair value of non-interest bearing demand and interest bearing savings and demand deposits is the amount reported in the financial statements. The fair value of time deposits is estimated by discounting the cash flows using current rates of time deposits with similar remaining maturities. The cash flows considered in computing the fair value of such deposits are based on contractual maturities, since approximately 98% of time deposits provide for automatic renewal at current interest rates.

Federal Funds Purchased and Securities Sold under Agreements to Repurchase

The carrying amount shown as federal funds purchased and securities sold under agreements to repurchase approximates fair value.

Borrowings from Federal Home Loan Bank

The fair value of FHLB fixed rate borrowings is estimated using discounted cash flows based on current incremental borrowing rates for similar types of borrowing arrangements. The Company has no FHLB variable rate borrowings.

Commitments to Extend Credit and Standby Letters of Credit

Because commitments to extend credit and standby letters of credit are generally short-term and at variable rates, the contract value and estimated value associated with these instruments are immaterial.

26

The following table presents carrying amounts and estimated fair values for financial assets and financial liabilities at December 31, 2007, 2006 and 2005 (in thousands):

	2007				2006				2005
	Carrying		Fair		Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value		Amount		Value
Financial Assets:
Cash and due from banks	$	34,665	$	34,665	$	37,793	$	37,793	$	52,278	$	52,278
Federal funds sold		270		270		6,400		6,400		100,340		100,340
Available for sale securities		387,029		387,029		397,207		397,207		178,394		178,394
Held to maturity securities		4,630		4,676		85,574		85,519		134,047		134,008
Federal Home Loan Bank Stock		936		936		1,129		1,129		1,077		1,077
Loans, net		441,614		439,694		390,353		389,072		338,380		341,016
Cash surrender value of life insurance		13,579		13,579		12,985		12,985		12,489		12,489
Financial Liabilities:
Deposits:
Non-interest bearing		113,916		113,916		148,456		148,456		176,627		176,627
Interest bearing		455,214		456,490		464,714		464,873		415,590		415,582
Total deposits		569,130		570,406		613,170		613,329		592,217		592,209
Federal funds purchased and securities sold under agreements to repurchase		231,255		231,225		226,032		226,032		149,268		149,268
Borrowings from Federal Home Loan Bank		7,100		7,811		7,267		8,002		7,352		7,728

NOTE Q — EXTRAORDINARY GAIN:

An extraordinary gain of $538,000, net of taxes, was recorded in 2005 as a result of the Pulse EFT Association Exchange.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

To the Board of Directors
Peoples Financial Corporation
Biloxi, Mississippi

We have audited Peoples Financial Corporation and subsidiaries’ (the “Company”) internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Peoples Financial Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Controls over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Peoples Financial Corporation and subsidiaries maintained effective internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control-Integrated Framework issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of condition of Peoples Financial Corporation and subsidiaries as of December 31, 2007 and 2006, and the related statements of income, shareholders’ equity and cash flows for the years then ended, and our report dated February 25, 2008, expressed an unqualified opinion on those consolidated financial statements.

Atlanta, Georgia
February 25, 2008

28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

To the Board of Directors
Peoples Financial Corporation
Biloxi, Mississippi

We have audited the accompanying consolidated statements of condition of Peoples Financial Corporation and subsidiaries (“the Company”) as of December 31, 2007 and 2006, and the related consolidated statements of income, shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The consolidated financial statements of Peoples Financial Corporation and subsidiaries as of December 31, 2005 were audited by other auditors whose report dated January 25, 2006, expressed an unqualified opinion on those statements.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Peoples Financial Corporation and subsidiaries as of December 31, 2007 and 2006, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Peoples Financial Corporation and subsidiaries’ internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 25, 2008, expressed an unqualified opinion on the effectiveness of Peoples Financial Corporation’s internal control over financial reporting.

Atlanta, Georgia
February 25, 2008

29

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PEOPLES FINANCIAL CORPORATION AND SUBSIDIARIES

Board of Directors
Peoples Financial Corporation and Subsidiaries
Biloxi, Mississippi

We have audited the accompanying consolidated statement of condition of Peoples Financial Corporation and Subsidiaries as of December 31, 2005, and the related consolidated statements of income, shareholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Peoples Financial Corporation and Subsidiaries at December 31, 2005 and the results of its operations and its cash flows for the year then ended, in conformity with U. S. generally accepted accounting principles.

Certified Public Accountants

PILTZ, WILLIAMS, LAROSA & CO.

Biloxi, Mississippi
January 25, 2006

30

FIVE – YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL INFORMATION
(IN THOUSANDS EXCEPT PER SHARE DATA)

Peoples Financial Corporation and Subsidiaries

	2007			2006			2005			2004			2003
Balance Sheet Summary
Total assets	$	927,357		$	964,023		$	845,325		$	577,441		$	579,669
Available for sale securities		387,029			397,207			178,394			173,030			207,486
Held to maturity securities		4,630			85,574			134,047			6,588			4,353
Loans, net of unearned discount		450,992			401,194			349,346			334,193			302,155
Deposits		569,130			613,170			592,217			389,192			376,789
Borrowings from FHLB		7,100			7,267			7,352			7,203			17,070
Long term notes payable														110
Shareholders’ equity		106,542			98,233			87,503			85,801			83,504
Summary of Operations
Interest income	$	55,971		$	48,894		$	32,343		$	24,566		$	25,065
Interest expense		25,452			18,785			7,550			5,091			5,838
Net interest income		30,519			30,109			24,793			19,475			19,227
Provision for loan losses		(1,045	)		141			3,614			448			447
Net interest income after provision for loan losses		31,564			29,968			21,179			19,027			18,780
Non-interest income		9,767			12,309			7,237			9,563			9,737
Non-interest expense		(25,263	)		(23,050	)		(20,468	)		(20,765	)		(21,464	)
Income before taxes and extraordinary gain		16,068			19,227			7,948			7,825			7,053
Applicable income taxes		5,042			6,459			2,604			2,031			2,035
Extraordinary gain								538
Net income	$	11,026		$	12,768		$	5,882		$	5,794		$	5,018
Per Share Data
Basic and diluted earnings per share	$	2.01		$	2.30		$	1.06		$	1.04		$	.90
Basic and diluted earnings per share before extraordinary gain		2.01			2.30			.96			1.04			.90
Dividends per share		.52			.44			.38			.32			.29
Book value		19.56			17.71			15.77			15.44			15.03
Weighted average number of shares		5,489,861			5,548,300			5,550,477			5,556,251			5,563,015
Selected Ratios
Return on average assets		1.15	%		1.41	%		.82	%		1.00	%		.88	%
Return on average equity		10.77	%		13.75	%		6.79	%		6.84	%		6.07	%
Primary capital to average assets		12.13	%		11.91	%		13.67	%		15.87	%		15.79	%
Risk-based capital ratios:
Tier 1		18.38	%		19.87	%		20.26	%		23.04	%		23.56	%
Total		19.63	%		21.12	%		21.51	%		24.29	%		24.81	%

31

SUMMARY OF QUARTERLY RESULTS OF OPERATIONS
(IN THOUSANDS EXCEPT PER SHARE DATA)

Peoples Financial Corporation and Subsidiaries

Quarter Ended, 2007	March 31		June 30		September 30			December 31
Interest income	$	13,795	$	14,280	$	14,336		$	13,560
Net interest income		7,429		7,565		7,860			7,665
Provision for loan losses		49		51		(1,197	)		52
Income before income taxes		4,003		3,196		4,975			3,894
Net income		2,715		1,986		3,395			2,930
Basic and diluted earnings per share		.49		.36		.62			.54

Quarter Ended, 2006	March 31		June 30		September 30		December 31
Interest income	$	10,505	$	11,489	$	13,151	$	13,749
Net interest income		7,507		7,505		7,607		7,490
Provision for loan losses		35		42		48		16
Income before income taxes		3,823		3,976		4,115		7,313
Net income		2,533		2,556		2,685		4,994
Basic and diluted earnings per share		.46		.46		.48		.90

Market Information

The Company’s stock is traded under the symbol PFBX and is quoted in publications under “PplFnMS”. The following table sets forth the high and low sale prices of the Company’s common stock as reported on the NASDAQ Stock Market.

Year	Quarter	High		Low		Dividend per share
2007	1st	$	27.05	$	25.00	$	.23
	2nd		26.36		24.15
	3rd		25.50		18.20		.25
	4th		22.78		19.99
2006	1st	$	19.19	$	16.85	$	.20
	2nd		22.59		18.59
	3rd		26.50		21.70		.21
	4th		28.00		24.90

32

CORPORATE INFORMATION

Peoples Financial Corporation and Subsidiaries

Corporate Office

Mailing Address
P. O. Box 529
Biloxi, MS 39533-0529

Physical Address

152 Lameuse Street
Biloxi, MS 39530
(228) 435-8205

Website

www.thepeoples.com

Corporate Stock

The common stock of Peoples Financial Corporation is traded on the NASDAQ Capital Market under the symbol: PFBX. The current market makers are:

FIG Partners
FTN Midwest Research Secs.
Knight Equity Markets, L.P.
Morgan Keegan & Company, Inc.
Sterne, Agee & Leach, Inc.
Stifel Nicolaus & Co.

Shareholder Information

For complete information concerning the common stock of Peoples Financial Corporation, including dividend reinvestment, or general information about the Company, direct inquiries to transfer agent/investor relations:

     Asset Management & Trust Services Department
     The Peoples Bank, Biloxi, Mississippi
     P. O. Box 1416, Biloxi, Mississippi 39533-1416
     (228) 435-8208, e-mail: investorrelations@thepeoples.com

Independent Auditors

Porter Keadle Moore, LLP
Atlanta, Georgia

S.E.C. Form 10-K Requests

A copy of the Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, may be obtained without charge by directing a written request to:

Lauri A. Wood, Chief Financial Officer and Controller
Peoples Financial Corporation
P. O. Drawer 529, Biloxi, Mississippi 39533-0529
(228) 435-8412, e-mail: lwood@thepeoples.com

33

EX-13.2

PEOPLES FINANCIAL CORPORATION 2007 S U M M A R Y R E P O R T

NET INCOME FROM 2005 . $5,882 OPERATIONS 2006 ... $10,094 EXCLUSIVE OF 2006 INSURANCE SETTLEMENT 2007 .. $11,026 (IN THOUSANDS) On the cover: The 6,000-square-foot Pass Christian branch opened at the end of 2007, completing a year of capital investment. The four-floor, 30,000-square-foot extension of the Main Office extends the architectural design of our existing headquarters around the corner to historic Howard Avenue.

TO OUR SHAREHOLDERS I am pleased to report that we enjoyed a profitable year in 2007, with solid increases in operating earnings, loan volume and non-interest income. Our financial performance enabled your Board of Directors to increase the dividend to stockholders for the eighth consecutive time and to launch a new stock repurchase program. In December, the semi-annual dividend was raised to $.27 per common share, an increase of 8% over the $.25 per share paid for the first half of 2007. The current annualized dividend of $.52 per share is 18% more than dividends paid in 2006 and 37% higher than 2005. In July, the Board authorized the repurchase of 2.5%, or about 136,000, of the outstanding shares of the Company. The Board authorized a similar 2.5% repurchase program in November, 2002 and approved a three-year extension of the plan in November, 2005. That program was completed in July, and the Board decided to launch a new repurchase upon conclusion of the earlier program. This dual move demonstrates our commitment to reward our stockholders today, even as we prepare for increased business and economic growth tomorrow. We were also able to reverse some of the loan loss provision we took in the first few days after Katrina. After two years, our senior management determined that sufficient time had passed for any material losses to become apparent. It made prudent business sense to reverse some of the loss provision, as a number of loans with large specific reserves were actually paid in full. Capital investment program is completed The most significant achievements of 2007 point to the promise we see in the future of our institution and our community. On these pages a year ago, I reported to you that your company and your bank were moving full speed ahead with an ambitious capital program to position our institution for the inevitable growth that lies ahead for our economy. Today, I am gratified to say that 2007 witnessed the completion of that capital program. In the first quarter of the year we opened our new Gautier branch. Three months later, we held a grand opening for our completely renovated Orange Grove branch in Gulfport. Near the end of the year, we moved several administrative departments into our new Biloxi Main Office expansion. The extension includes 30,500 square feet of space on four floors that match our existing historic building in finishes, color and design. The facade of the expansion extends the architectural design of our Main Office around the corner to enhance the streetscape of historic Howard Avenue in downtown Biloxi. The new building connects to the original Main Office by means of a second-level bridge so that our existing drive-up teller lanes are not affected. The second floor of the new extension also includes technologically advanced meeting and training rooms to enhance employee development and continuing education programs.

Just days before New Year’s Eve, we staged a festive grand opening of our new Pass Christian branch. The 6,000 square foot building features architectural elements that recall the Garden District of New Orleans and some of the original buildings that formerly stood in downtown Pass Christian. The design elements include a stucco finish, double-hung windows and shutters and wrought-iron porch elements, with metal roofs covering the drive-through tellers and the front entrance.

The Main Office expansion and the new Pass Christian branch both have been cited by local officials as anchors for the redevelopment of their respective downtowns.

Inside both our new and existing buildings, we also made substantial investments to upgrade our technology. We implemented a new teller capture system that improves the productivity of our front-line tellers in all 16 of our branches. We installed a new telephone system based on Voice Over Internet Protocol (VOIP) that will provide us advanced internal and external communication capabilities while saving operating expenses each month.

Finally, we have launched a merchant deposit capture system that will electronically process checks and money orders directly from the customer’s place of business. Our Merchant Deposit Capture program is like bringing the bank’s teller window to our customers’ businesses, giving them added convenience and eliminating the need for a trip to the branch. Convenience to our customers translates to competitive advantage for our bank.

The Orange Grove branch in
Gulfport was extensively renovated,
including raising the center of the
roof to create a light well that
shines into the lobby area.

Economic crisis offers long-term opportunities

Beyond bricks and mortar, one of the most significant steps we took during 2007 to enhance our long-term prosperity was the establishment of a Mortgage Loan Department. In view of the widespread distress in the housing market, you may well ask yourself why we decided to get into this business just when everyone else is getting out, battered, bruised and bewildered about how the situation could get this bad.

That is precisely the reason. Your bank is zigging when everyone else is zagging. We have the pleasant position of a strong capital base, solid earnings and a knowledgeable team that knows how to avoid risk in real estate lending while earning a reasonable return.

Just as we were the first financial institution on the Gulf Coast to move aggressively into the gaming industry nearly 20 years ago, now we have made the carefully reasoned decision to be a late mover into the real estate mortgage business.

Although the pace and progress of rebuilding the Mississippi Gulf Coast continues to move more slowly than any of us wants, the recovery is taking place. And as it develops, The Peoples Bank stands ready to satisfy the demand for credit in the residential market.

The sub-prime mortgage catastrophe ended as all bubbles must—with a sudden collapse and implosion. While real estate prices in other markets around the country routinely ratcheted up like numbers on a pinball machine, our own market has been much less frothy, although we have seen a steady increase in the price of construction for labor, materials and insurance.

We completed extensive renovations to the second floor of Biloxi’s landmark Ellzey Building, which became the Gulf Coast headquarters of Dale-Morris Architects, designers of both the Main Office extension and the Pass Christian Branch of The Peoples Bank.

Now we see that the recovery money is starting to flow, our infrastructure is being rebuilt and our residents need new homes. For the most part, recovery grants and insurance settlements are not enough to cover the entire cost, so homeowners will be seeking mortgages to make up the difference. Unlike the sub-prime market, however, residents on the Gulf Coast are more likely to hold significant equity in their properties, earn a stable income and view their residences as homes, not ATMs or investments.

All of these factors give your Board of Directors the confidence that the real estate market is a space we want to occupy in the years ahead. Our combination of abundant capital, convenient reach into virtually every community along the Coast and an experienced team of local lenders makes The Peoples Bank an attractive option for home buyers. More than ever, mortgage borrowers will want to do business with people they know and trust.

The problems faced by large national banks and unregulated mortgage brokers do not intimidate us, because we know that Gulf Coast real estate faces a different set of market forces. Our pricing structure is not the product of speculative greed. Our supply of residential housing is proportional to the numbers of residents here. Our job base is growing, and our people seek quality housing at a reasonable price. In short, we see opportunity.

We will continue to maintain a rigid discipline in our lending and credit underwriting policies. We will lend money to well qualified buyers whom we know and who want to live here on the Mississippi Gulf Coast. This is what we mean by investing in our community by investing in our residents.

...and near-term challenges

As we move into 2008, however, the credit crisis has generated its own set of new challenges for our bank—and every other bank, for that matter. The Federal Reserve’s rapid response in lowering interest rates by as much as 125 basis points in January has placed a burden on our ability to maintain our interest margin objectives. We expect to see additional interest rate cuts well into 2008.

Back in the fourth quarter of 2007, our senior management and credit analysts projected that interest rates were likely to go down during 2008, and we began to structure our balance sheet accordingly. However, when interest rates change so fast and so far in either direction, it is impossible to adjust our assets (loans and securities) and liabilities (deposits) quickly enough to compensate completely. The result is a significant—perhaps painful—squeeze on interest margins.

We cannot predict how long this situation will last. However, I assure you that we are moving as quickly as possible to balance our cost of funds to enable us to generate loans at competitive rates in an uncertain economic environment.

For more than 110 years, we have survived and prospered through economic depressions, savings & loans calamities and a host of other financial downturns. Your bank will weather this crisis as well. After all, we do know something about weathering—we have survived Camille and Katrina.

While our near-term operating results may feel some impact from the current fissures in our macro economic climate, we have enormous faith in the potential of our community and our region. I remain confident that our terrific team of bankers, managers and directors will continue to generate handsome returns on your investment in our institution. I hope you join me in thanking them for their perseverance and dedication through these years of challenge.

Sincerely,

Chevis C. Swetman
Chairman of the Board, President & CEO

Peoples Financial Corporation and Subsidiaries

Quarter Ended, 2007	March 31		June 30		September 30			December 31
Interest income	$	13,795	$	14,280	$	14,336		$	13,560
Net interest income		7,429		7,565		7,860			7,665
Provision for loan losses		49		51		(1,197	)		52
Income before income taxes		4,003		3,196		4,975			3,894
Net income		2,715		1,986		3,395			2,930
Basic and diluted earnings per share		.49		.36		.62			.54

Quarter Ended, 2006	March 31		June 30		September 30		December 31
Interest income	$	10,505	$	11,489	$	13,151	$	13,749
Net interest income		7,507		7,505		7,607		7,490
Provision for loan losses		35		42		48		16
Income before income taxes		3,823		3,976		4,115		7,313
Net income		2,533		2,556		2,685		4,994
Basic and diluted earnings per share		.46		.46		.48		.90

Market Information

The Company’s stock is traded under the symbol PFBX and is quoted in publications under “PplFnMS”. The following table sets forth the high and low sale prices of the Company’s common stock as reported on the NASDAQ Capital Market Exchange.

Year	Quarter	High		Low		Dividend per share
2007	1st	$	27.05	$	25.00	$	.23
	2nd		26.36		24.15
	3rd		25.50		18.20		.25
	4th		22.78		19.99
2006	1st	$	19.19	$	16.85	$	.20
	2nd		22.59		18.59
	3rd		26.50		21.70		.21
	4th		28.00		24.90

Peoples Financial Corporation and Subsidiaries

	2007			2006			2005			2004			2003
Balance Sheet Summary
Total assets	$	927,357		$	964,023		$	845,325		$	577,441		$	579,669
Available for sale securities		387,029			397,207			178,394			173,030			207,486
Held to maturity securities		4,630			85,574			134,047			6,588			4,353
Loans, net of unearned discount		450,992			401,194			349,346			334,193			302,155
Deposits		569,130			613,170			592,217			389,192			376,789
Borrowings from FHLB		7,100			7,267			7,352			7,203			17,070
Long term notes payable														110
Shareholders’ equity		106,542			98,233			87,503			85,801			83,504
Summary of Operations
Interest income	$	55,971		$	48,894		$	32,343		$	24,566		$	25,065
Interest expense		25,452			18,785			7,550			5,091			5,838
Net interest income		30,519			30,109			24,793			19,475			19,227
Provision for loan losses		(1,045	)		141			3,614			448			447
Net interest income after provision for loan losses		31,564			29,968			21,179			19,027			18,780
Non-interest income		9,767			12,309			7,237			9,563			9,737
Non-interest expense		(25,263	)		(23,050	)		(20,468	)		(20,765	)		(21,464	)
Income before taxes and extraordinary gain		16,068			19,227			7,948			7,825			7,053
Applicable income taxes		5,042			6,459			2,604			2,031			2,035
Extraordinary gain								538
Net income	$	11,026		$	12,768		$	5,882		$	5,794		$	5,018
Per Share Data
Basic and diluted earnings per share	$	2.01		$	2.30		$	1.06		$	1.04		$	.90
Basic and diluted earnings per share before extraordinary gain		2.01			2.30			.96			1.04			.90
Dividends per share		.52			.44			.38			.32			.29
Book value		19.56			17.71			15.77			15.44			15.03
Weighted average number of shares		5,489,861			5,548,300			5,550,477			5,556,251			5,563,015
Selected Ratios
Return on average assets		1.15	%		1.41	%		.82	%		1.00	%		.88	%
Return on average equity		10.77	%		13.75	%		6.79	%		6.84	%		6.07	%
Primary capital to average assets		12.13	%		11.91	%		13.67	%		15.87	%		15.79	%
Risk-based capital ratios:
Tier 1		18.38	%		19.87	%		20.26	%		23.04	%		23.56	%
Total		19.63	%		21.12	%		21.51	%		24.29	%		24.81	%

Main Office 152 Lameuse Street, Biloxi, Mississippi 39530 (228) 435-5511

Asset Management & Trust Services

758 Vieux Marché, Biloxi, MS 39530

(228) 435-8208

Bay St. Louis

408 Highway 90 East, Bay St. Louis, Mississippi 39520

(228) 897-8710

Cedar Lake

1740 Popps Ferry Road, Biloxi, Mississippi 39532

(228) 435-8688

Diamondhead

5429 West Aloha Drive, Diamondhead, Mississippi 39525

(228) 897-8714

D’Iberville-St. Martin

10491 Lemoyne Boulevard, D’Iberville, Mississippi 39540

(228) 435-8202

Downtown Gulfport

1105 30th Avenue, Gulfport, Mississippi 39501

(228) 897-8715

Gautier

2609 Highway 90, Gautier, Mississippi 39553

(228) 435-8694

Handsboro

412 E. Pass Road, Gulfport, Mississippi 39507

(228) 897-8717

Long Beach

298 Jeff Davis Avenue, Long Beach, Mississippi 39560

(228) 897-8712

Ocean Springs

2015 Bienville Boulevard, Ocean Springs, Mississippi 39564

(228) 435-8204

Orange Grove

12020 Highway 49 North, Gulfport, Mississippi 39503

(228) 897-8718

Pass Christian

301 East Second Street, Pass Christian, Mississippi 39571

(228) 897-8719

Saucier

17689 Second Street, Saucier, Mississippi 39574

(228) 897-8716

Waveland

470 Highway 90, Waveland, Mississippi 39576

(228) 467-7257

West Biloxi

2560 Pass Road, Biloxi, Mississippi 39531

(228) 435-8203

Wiggins

1312 S. Magnolia Drive, Wiggins, Mississippi 39577

(601) 928-1761 or (228) 897-8722

Peoples Financial Corporation and Subsidiaries

Corporate Office
Mailing Address
P. O. Box 529
Biloxi, MS 39533-0529

Physical Address
152 Lameuse Street
Biloxi, MS 39530
(228) 435-8205

Website
www.thepeoples.com

Corporate Stock

The common stock of Peoples Financial Corporation is traded on the NASDAQ Capital Market under the symbol: PFBX. The current market makers are:

FIG Partners
FTN Midwest Research Secs.
Knight Equity Markets, L.P.
Morgan Keegan & Company, Inc.
Sterne, Agee & Leach, Inc.
Stifel Nicolaus & Co.

Shareholder Information

For complete information concerning the common stock of Peoples Financial Corporation, including dividend reinvestment, or general information about the Company, direct inquiries to transfer agent/investor relations:

Asset Management & Trust Services Department
The Peoples Bank, Biloxi, Mississippi
P. O. Box 1416, Biloxi, Mississippi 39533-1416
(228) 435-8208, e-mail: investorrelations@thepeoples.com

Independent Auditors
Porter Keadle Moore, LLP
Atlanta, Georgia

S.E.C. Form 10-K Requests

A copy of the Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, may be obtained without charge by directing a written request to:

Lauri A. Wood, Chief Financial Officer and Controller
Peoples Financial Corporation
P. O. Drawer 529, Biloxi, Mississippi 39533-0529
(228) 435-8412, e-mail: lwood@thepeoples.com

B O A R D  O F  D I R E C T O R S

Peoples Financial Corporation
Chevis C. Swetman, Chairman of the Board
Dan Magruder, Vice-Chairman; President, Rex Distributing Co., Inc.
Drew Allen, President, Allen Beverages, Inc.
Rex E. Kelly, Business Executive (retired)
Lyle M. Page, Partner, Page, Mannino, Peresich & McDermott, PLLC

O F F I C E R S

Peoples Financial Corporation
Chevis C. Swetman, President and CEO
A. Wes Fulmer, Executive Vice-President
Thomas J. Sliman, First Vice-President
Jeannette E. Romero, Second Vice-President
Robert M. Tucei, Vice-President
Lauri A. Wood, Chief Financial Officer and Controller
Ann F. Guice, Vice-President and Secretary

B O A R D  O F  D I R E C T O R S

The Peoples Bank, Biloxi, Mississippi
Chevis C. Swetman, Chairman of the Board
Tyrone J. Gollott, Vice-Chairman; President, G & W Enterprises, Inc.
Drew Allen, President, Allen Beverages, Inc.
Liz Corso Joachim, President, Frank P. Corso, Inc.
Rex E. Kelly, Business Executive (Retired)
Dan Magruder, President, Rex Distributing Co., Inc.
Jeffrey H. O’Keefe, President, Bradford-O’Keefe Funeral Homes, Inc.
Lyle M. Page, Partner, Page, Mannino, Peresich & McDermott, PLLC

S E N I O R  M A N A G E M E N T

The Peoples Bank, Biloxi, Mississippi
Chevis C. Swetman, President and CEO
A. Wes Fulmer, Executive Vice-President
Thomas J. Sliman, Senior Vice-President
Jeannette E. Romero, Senior Vice-President
Robert M. Tucei, Senior Vice-President
Lauri A. Wood, Senior Vice-President and Cashier
Ann F. Guice, Senior Vice-President

Seated from left: Lyle M. Page*, Liz Corso Joachim, Tyrone J. Gollott
Standing from left: Rex E. Kelly, Jeffrey H. O’Keefe, Chevis C. Swetman*, Drew Allen*, Dan Magruder*

* Member of both boards

EX-23.1

Exhibit 23.1: Consent of Independent Registered Public Accounting Firm — Piltz, Williams, LaRosa & Co.

We consent to the use of our report, dated January 25, 2006, in Form 10-K filing of Peoples Financial Corporation.

/s/ Piltz, Williams, LaRosa & Co.

PILTZ, WILLIAMS, LAROSA & CO.

Biloxi, Mississippi

March 5, 2008

EX-23.2

Exhibit 23.2: Consent of Independent Registered Public Accounting Firm — Porter Keadle Moore, LLP

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-144181 on Form S-8 of Peoples Financial Corporation of our reports dated February 25, 2008 relating to our audits of the consolidated financial statements and internal control over financial reporting, which appear in the Annual Report on Form 10-K of Peoples Financial Corporation for the year ended December 31, 2007.

	/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
March 6, 2008

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PEOPLES FINANCIAL CORPORATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Chevis C. Swetman, certify that:

1. I have reviewed this annual report on Form 10-K of Peoples Financial Corporation.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Dated: March 17, 2008

/s/ Chevis C. Swetman
	Chevis C. Swetman,
	President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PEOPLES FINANCIAL CORPORATION
PURSUANT TO SECTION 302 OF THE
SARBANES-OXLEY ACT OF 2002

I, Lauri A. Wood, certify that:

1. I have reviewed this annual report on Form 10-K of Peoples Financial Corporation.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: March 17, 2008

/s/ Lauri A. Wood
	Lauri A. Wood,
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PEOPLES FINANCIAL CORPORATION
PURSUANT TO 18 U.S.C. ss. 1350

I, Chevis C. Swetman, Chairman, President and Chief Executive Officer of Peoples Financial Corporation (the “Company”), hereby certify that the accompanying report on Form 10-K for the period ending December 31, 2007 and filed with the Securities and Exchange Commission on the date hereof pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Report”) by the Company fully complies with the requirements of that section.

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Chevis C. Swetman Chevis C. Swetman Chairman, President and Chief Executive Officer
DATE:	March 17, 2008

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PEOPLES FINANCIAL CORPORATION
PURSUANT TO 18 U.S.C. ss. 1350

I, Lauri A. Wood, Chief Financial Officer and Controller of Peoples Financial Corporation (the “Company”), hereby certify that the accompanying report on Form 10-K for the period ending December 31, 2007, and filed with the Securities and Exchange Commission on the date hereof pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the “Report”) by the Company fully complies with the requirements of that section.

I further certify that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

BY:	/s/ Lauri A. Wood Lauri A. Wood Chief Financial Officer
DATE:	March 17, 2008