SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

       DIVISION OF
CORPORATION FINANCE

April 6, 2021

Via Email

Thomas E. Walker, Jr. , Esq.
Jones Walker LLP
190 East Capitol Street, Suite 80 0
Jackson, MS 39201

 Re: Peoples Financial Corporation
  Preliminary Proxy Statement on Schedule 14A
  Filed on April 2 , 2021
  File No.  001-12103

Dear Mr. Walker :

We have reviewed the filing  above and have the following comments.   In some of our
comments, we may ask you to provide us with information so we may better understand the
disclosure.

Please respond to thi s letter by amending the filing  or by providing the requested
information.   If you do not believe our comments apply t o the participants’ facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After review ing any amendment to the filing  and the information you provide in response
to this letter , we may have additional comments.  All defined terms used in this letter have the
same meaning as in the preliminary proxy statement unless otherwise indicated.

Preliminary Proxy Statement

I. General, page 2

1. We note the following statement: “ Officers, directors, and empl oyees of The Peoples
Bank (the “Bank” ) also may solicit Proxies personally. ”  Please describe the class or
classes  of employees of the Bank that may solicit Proxies  and the manner and nature of
their employment for such purpose.   See Item 4(b)(2) of Schedule 14A .

2. Please provide the disclosure required by Item 4(b)(4) of Schedule 14A.

Thomas E. Walker, Jr., Esq.
c/o Peoples Financial Corporation
April 6, 2021
Page | 2

 Proxy Contest, page 3

3. We note the following statement: “ The Stilwell Group has filed preliminary proxy
material with the SEC indicating its intent to solicit proxies in support of  its candidate. ”
Please revise this statement in light of the fact that the Stilwell Group filed its definitive
proxy statement on March 29, 2021.  Please make conforming changes to the similar
statement on page 8.

Item 1: Election of Directors, page 4

4. The first paragraph of this section indicates that shareholders may “elect[] to abstain or to
withhold” their votes.  However, the preliminary proxy card only allows shareholders to
either vote “for” a nominee or “withhold” a vote for a nominee.  Please re concile this
discrepancy.

5. Please provide the information required by Item 5(b)(1) of Schedule 14A with respect to
each of the Company’s nominees.

6. We note the following statement: “ Should any of these nominees be unable to accept the
nomination, the share s voted in favor of the nominee will be voted for such other person,
if any, as the Board of Directors shall nominate. ”  Please confirm that in the event that
the Board of Directors selects  a substitute  nominee  prior to the Annual M eeting, you will
file an  amended proxy statement that (1) identifies the substitute nominee, (2) discloses
whether the nominee has consented to being named in the revised proxy st atement and to
serve if elected  and (3) includes disclosure required by Items 5(b) and 7 of Schedule 14A
with respect to the nominee.

III. Corporate Governance, page 7

7. Please provide the information required by Item 7(a) of Schedule 14A.

Form of Proxy

8. Please revise the disclosure regarding the intended use of the discretionary authority
available under Rule 14a -4(c)(1) so it conforms to the disclosure standard codified in that
provision.  At present, the disclosure suggests the right to use discretionary authority is
absolute inasmuch as it can unconditionally be exercised “ [s]uch other business as  may
properly come before the Annual Meeting  . . . .”

* * *

Thomas E. Walker, Jr., Esq.
c/o Peoples Financial Corporation
April 6, 2021
Page | 3

  We remind you that the registrant is  responsible for the accuracy and adequacy of its
disclosures, notwithstanding any review, comments, action or absence of action by the staff.

 Please dire ct any questions to me at (202) 551 -8729.

Sincerely,

        /s/ Valian A. Afshar

Valian A. Afshar
Special Counsel
Office of Mergers and  Acquisitions