SCHEDULE 14A INFORMATION
  Proxy Statement Pursuant to Section 14(a) of the Securities
                      Exchange Act of 1934
                       (Amendment No.___)

Filed by the Registrant  X

Filed by a Party other than the Registrant ___

Check the appropriate box:

___  Preliminary Proxy Statement

___  Confidential, for Use of the Commission Only (as permitted by Rule 14a-
     6(e)(2))

 X   Definitive Proxy Statement

___  Definitive Additional Materials

___  Soliciting Material Pursuant to  240.14a-11(c) or 
     240.14a-12

                         PSB HOLDINGS, INC.
        (Name of Registrant as Specified In Its Charter)

                          NOT APPLICABLE
(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 X    No fee required

___  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

     (1)  Title of each class of securities to which transaction applies:

     (2)  Aggregate number of securities to which transaction applies:

     (3)  Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
          the filing fee is calculated and state how it was determined):

     (4)  Proposed maximum aggregate value of transaction:

     (5)  Total fee paid:

___  Fee paid previously with preliminary materials.

___  Check box if any part of the fee is offset as provided by Exchange Act
     Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
     paid previously.  Identify the previous filing by registration statement
     number, or the Form or Schedule and the date of its filing.

     (1)  Amount Previously Paid: ___________________________

     (2)  Form, Schedule or Registration Statement No:___________

     (3)  Filing Party: ___________________________

     (4)  Date Filed: ___________________________

             NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

                                OF

                        PSB HOLDINGS, INC.


                       ____________________



     The annual meeting of shareholders of PSB Holdings, Inc. will be held
 at 3:00 p.m., Tuesday, April 15, 1997 at the offices of Peoples State
 Bank, 1905 West Stewart Avenue, Wausau, Wisconsin for the following
 purposes:


 1.  To elect 10 directors for terms which will expire at the annual
     meeting of shareholders to be held in 1998; and

 2.  To transact such other business as may properly come before the
     meeting.

     Shareholders of record at the close of business on March 14, 1997 are
 entitled to notice of and to vote at the annual meeting of shareholders
 and any adjournment thereof.


                              By Order of the Board of Directors


                              GORDON P. GULLICKSON
                              President
 March 25, 1997






 SHAREHOLDERS ARE REQUESTED TO PROMPTLY DATE, SIGN AND RETURN THE
 ACCOMPANYING PROXY IN THE ENCLOSED ENVELOPE WHETHER OR NOT THEY EXPECT TO
 ATTEND THE ANNUAL MEETING.  SHAREHOLDERS WHO ATTEND THE ANNUAL MEETING AND
 WISH TO VOTE THEIR SHARES IN PERSON MAY DO SO BY REVOKING THEIR PROXY AT
 ANY TIME PRIOR TO THE VOTING THEREOF.

 PSB HOLDINGS, INC.                             MARCH 25, 1997
 1905 W. STEWART AVENUE
 WAUSAU, WISCONSIN  54401


                          PROXY STATEMENT
                                FOR
                  ANNUAL MEETING OF SHAREHOLDERS
                     TO BE HELD APRIL 15, 1997



                      SOLICITATION OF PROXIES

     The enclosed proxy is solicited by the Board of Directors of PSB
 Holdings, Inc. (the "Company") for use at the annual meeting of
 shareholders to be held on April 15, 1997, and at any adjournment thereof
 (the "Annual Meeting") for the purposes set forth in the foregoing notice.

     Officers, directors and employees of the Company may solicit proxies
 by telephone, facsimile, electronic mail or in person in addition to
 solicitation by mail.  None of these persons will receive additional
 compensation.  Expenses incurred in connection with the solicitation of
 proxies, including the reasonable expenses of brokers, fiduciaries and
 other nominees in forwarding proxy material, will be borne by the Company.


                         VOTING OF PROXIES

     Each holder of the Company's common stock is entitled to one vote in
 person or by proxy for each share held of record on all matters to be
 voted upon at the Annual Meeting.  Only shareholders of record on
 March 14, 1997 are entitled to notice of and to vote at the Annual
 Meeting.

       With respect to the election of directors, shareholders may vote in
 favor of the nominees specified on the accompanying form of proxy or may
 withhold their vote.  Votes that are withheld will be excluded entirely
 from the voting for directors and will have no effect.  The nominees
 receiving the largest number of votes will be elected as directors of the
 Company.

     On all matters other than the election of directors, shareholders may
 vote in favor of a proposal, against a proposal or abstain from voting.
 Abstentions on any matter presented to the Annual Meeting will be treated
 as shares that are present and entitled to vote for purposes of
 determining whether a quorum is present, but such abstentions shall be
 treated as unvoted for purposes of determining whether the matter has been
 approved by the shareholders.  If the votes cast in favor of a proposal
 (other than the election of directors) exceed the votes cast against the
 proposal, the matter will be approved by the shareholders.

     Brokers who hold shares of the Company's common stock in street name
 for customers may have discretionary authority to vote on certain matters
 when they have not received instructions from beneficial owners, but may
 not have authority to vote the shares on other matters.  As to matters for
 which the broker cannot vote shares held in street name, the shares will
 be recorded as a "broker non-vote."  Shares reported as broker non-votes

 will not be considered present and entitled to vote with respect to the
 matter and will not be counted for purposes of determining whether a
 quorum is present.

     A shareholder who executes a proxy may revoke it at any time before it
 is voted by giving written notice to the Secretary of the Company or oral
 notice to the presiding officer at the Annual Meeting.

     The persons named in the accompanying form of proxy will vote the
 shares subject to each proxy.  The proxy in the accompanying form will be
 voted as specified by each shareholder, but if no specification is made,
 each proxy will be voted:

     (1)  TO ELECT the 10 persons nominated by the Board of Directors to
          terms of office which will expire at the annual meeting of
          shareholders to be held in 1998 (see "Election of Directors");

     (2)  IN THE BEST JUDGMENT of those named as proxies on the enclosed
          form of proxy on any other matters to properly come before the
          Annual Meeting.


                       ELECTION OF DIRECTORS

     The Company's articles of incorporation provide that the number of
 directors shall be determined by resolution of the Board of Directors, but
 that there shall be not less than five nor more than seventeen directors.
 Directors are elected each year to serve a one-year term.  Members of the
 Board of Directors also serve as members of the Board of Directors of the
 Company's subsidiary, Peoples State Bank (the "Bank").

     Following the death of Dr. Stahmer, the board set the number of
 directors at ten.  At the Annual Meeting, Leonard C. Britten, Gordon P.
 Connor, Patrick L. Crooks, William J. Fish, George L. Geisler, Gordon P.
 Gullickson, Lawrence Hanz, Jr., Thomas R. Polzer, Thomas A. Riiser, and
 Eugene Witter will each be candidates for election as a director to serve
 a term which will expire at the 1998 annual meeting of shareholders.  Each
 of the nominees has consented to serve if elected, but in case one or more
 of the nominees is not a candidate at the Annual Meeting, it is the
 intention of the persons designated as proxies on the accompanying form of
 proxy to vote for such substitute or substitutes as may be designated by
 the Board of Directors.

     The name, age, principal occupation or employment and other
 affiliations with respect to each nominee is set forth below.  Each person
 became a director of the Company in 1995.



                                     
          Leonard C. Britten, 83        Gordon P. Gullickson, 68
          Retired, Chairman             President of the Company
          of Board of the Bank          and the Bank

          Gordon P. Connor, 59          Lawrence Hanz, Jr., 72
          Investor, Connor Securities   Vice President of Hanz
                                        Contractors Ready Mix

          Patrick L. Crooks, 62         Thomas R. Polzer, 54
          Attorney, Crooks, Low &       Secretary Treasurer of
          Connell, S.C.                 M & J Sports

          William J. Fish, 46           Thomas R. Riiser, 61
          Vice President,               President of Riiser Oil
          A.F.S.C.O., Inc.              Company
          (McDonald's franchisee)

          George L. Geisler, 89         Eugene Witter, 73
          President of G.L.G. Inc.      Witter Farm Dairy



             COMMITTEES AND COMPENSATION OF DIRECTORS

 COMMITTEES AND MEETINGS

     The Board of Directors has not appointed committees.  The Board of
 Directors of the Bank appoints an Audit & Examining Committee and a
 Compensation & Pension Committee.

     During 1996, Messrs. Britten, Fish, Geisler, Hanz and Polzer served as
 members of the Audit & Examining Committee of the Bank.  The Bank's Audit
 & Examining Committee held one meeting during 1996 to review the scope of
 the audit engagement for the Company and the Bank, the range of audit and
 nonaudit fees and bank regulatory examinations.

     The Board does not have a standing nominating committee.  The
 functions of a nominating committee are performed by the Board which will
 consider nominations for directors submitted by shareholders.
 Recommendations concerning nominations with pertinent background
 information should be directed to the President of the Company.  The Board
 has not adopted formal procedures with respect to nominee recommendations.

      The Company pays no compensation to its officers.  All officers are
 full-time employees of the Bank.  Messrs. Britten, Geisler, Polzer, and
 Riiser served as members of the Bank's Compensation & Pension Committee in
 1996.  The Committee met twice during 1996 to review and recommend to the
 Board base salaries and bonus compensation of Bank officers.  See
 "Executive Officer Compensation."

     During 1996, the Board of Directors of the Company met 7 times and the
 Bank's Board of Directors met 12 times.  All of the directors attended at
 least 75% of the aggregate number of meetings of the respective Boards of
 Directors and meetings of committees of the Board of Directors of the Bank
 on which they served.

 COMPENSATION OF DIRECTORS

     Directors receive no compensation for service as directors of the
 Company, but receive $400 for each meeting of the Board of Directors of
 the Bank attended.  Directors of the Bank also receive $300 for each
 meeting of the Bank's Loan Committee attended and $200 for each other
 committee meeting attended.  Directors of the Bank are also eligible to
 receive a bonus at year end in a maximum amount of $4,800.  The maximum
 bonus is reduced by $400 for each meeting of the Bank's Board of Directors
 not attended after the first absence.  During 1996, no director received
 more than the standard arrangements described above.

     The Bank also maintains a non-qualified retirement plan for Bank
 directors.  A Bank director who has served a minimum of 15 years on the
 Board of the Bank is entitled to receive a retirement benefit of 50% of
 the aggregate director fees and bonus received by the director during the
 five year period immediately preceding his retirement from the Board.
 Retirement benefits are payable in 20 quarterly installments except that
 in the event of death, accrued but unpaid benefits may be paid either in
 installments or in a lump sum.


               BENEFICIAL OWNERSHIP OF COMMON STOCK

     As of the record date, March 14, 1997, the Company had 895,425 shares
 of common stock outstanding.

     The following table sets forth, based on statements filed with the
 Securities and Exchange Commission or information otherwise known to the
 Company, the amount of common stock which is deemed beneficially owned as
 of the record date by each person known to the Company to be the
 beneficial owner of more than 5% of the outstanding shares of common stock
 of the Company.


                         Shares of Bank Stock     Percent of
     NAME AND ADDRESS    BENEFICIALLY OWNED          CLASS
                                              
     Caroline S. Mark         53,330                5.96%
     2003 Ridgeview Dr.
     Wausau, WI  54401

     The following table sets forth, based on statements filed with the
 Securities and Exchange Commission or otherwise made to the Company, the
 amount of common stock which is deemed beneficially owned as of the record
 date by the directors, nominees to become directors, each of the executive
 officers named in the summary compensation table, and all directors and
 officers as a group.  The amounts indicated include, as applicable, shares
 held by businesses or entities controlled by the directors and shares held
 indirectly, in trust or otherwise, for the benefit of the directors and/or
 the director's spouse, children or other relatives sharing the same
 residence.



                             Shares of stock     Percent of
     NAME                   BENEFICIALLY OWNED     CLASS
                                            
 Leonard C. Britten               5,090              *
 Gordon P. Connor                 7,465              *
 Patrick L. Crooks                6,368              *
 William J. Fish                  3,856              *
 George L. Geisler               19,564            2.18%
 Gordon P. Gullickson             7,050              *
 Lawrence Hanz Jr.               44,070            4.92%
 Thomas R. Polzer                   595              *
 Thomas A. Riiser                 8,575              *
 Eugene Witter                   10,000            1.12%
 Kenneth M. Selner                4,660              *

 All directors and
 officers as a group
 (11 persons)                   117,293           13.10%

      *Less than 1%


      SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934 and regulations
 of the Securities and Exchange Commission ("SEC") require the Company's
 directors and officers and persons who own more than 10% of the Company's
 common stock ("reporting persons") to file reports of ownership and
 changes in ownership with the SEC.  Reporting persons are also required by
 SEC regulations to furnish the Company with copies of all section 16(a)
 forms filed by them with the SEC.  Based solely on a review of the copies
 of the forms received by the Company or upon written representations from
 certain of these reporting persons as to compliance with the section 16(a)
 regulations, the Company is of the opinion that for the 1996 fiscal year,
 all directors satisfied all filing requirements applicable under section
 16 and SEC regulations to reporting persons.


                  EXECUTIVE OFFICER COMPENSATION

 SUMMARY COMPENSATION TABLE

     No compensation is paid by the Company to any of its officers.  All
 executive officers of the Company are regular, full-time employees of the
 Bank.  The table below sets forth compensation awarded, earned or paid by
 the Bank for services in all capacities during each of the three years
 ended December 31, 1996, 1995 and 1994, to the Bank's Chief Executive
 Officer ("CEO") and each executive officer of the Bank, other than the
 CEO, as of December 31, 1996, whose total annual salary and bonus
 compensation for the most recent fiscal year exceeded $100,000.  Neither
 the Company nor the Bank maintain a long-term compensation plan or stock
 option or stock appreciation rights plan.



                                   Summary Compensation Table

                                                            Other
                                                            Annual
 Name and                                                   Compen-    All Other
 Principal Position         Year    Salary(1)   Bonus       sation     Compensation
                                                        
 Gordon P. Gullickson      1996     $115,000    $ 80,000     $  0      $ 12,600(2)
 President and a director  1995     $115,000    $ 70,000     $  0      $ 13,000
                           1994     $110,000    $ 60,000     $  0      $ 13,400

 Kenneth M. Selner         1996     $ 71,500    $ 32,000     $  0      $  2,015(2)
 Executive Vice President  1995     $ 69,000    $ 32,000     $  0      $    0
                           1994     $ 66,500    $ 30,500     $  0      $  1,582

      (1)   Includes compensation deferred by participants under the Bank's
            401(k) plan.
      (2)   Contributions made by the Bank under the Bank's 401(k) plan.  Also
            includes for Mr. Gullickson, directors fees of $9,600.

 PENSION PLAN

     The Bank maintained a defined benefit pension plan covering
 substantially all of its employees through the 1996 fiscal year.  The plan
 was terminated effective December 31, 1996.

     Normal retirement benefits under the plan in effect in 1996 were equal
 to 1.3% of average monthly compensation for each year of service up to 35
 years, plus 0.65% of average compensation in excess of the Social Security
 "covered compensation level" for each year up to 35 years.  Normal
 retirement date was the first day of the month following an employee's
 65th birthday.  Benefits were reduced by 5% for each year that retirement
 precedes normal retirement age.

     The table below reflects illustrative estimated single life retirement
 benefits payable by the plan on an annual basis at age 65 to participants
 in selected remuneration and years of service classifications and assumes
 a Social Security covered compensation level of $53,448.  The Social
 Security "covered compensation level" varies depending on the
 participant's year of birth.  The covered compensation levels for
 participants named in the summary compensation table were:
 Mr. Gullickson: $24,312, Mr. Selner: $53,448.  At December 31, 1996, the
 credited years of service and the covered remuneration for the persons
 named in the summary compensation table were:  Messrs. Gullickson, 28
 years, $150,000 and Selner, 21 years, $103,500.


                                     Years of Service

 Covered
 Remuneration      15         20          25         30         35
                                              
 $80,000        $18,189    $24,252     $30,315    $36,378    $42,441
  90,000         21,114     28,152      35,190     42,228     49,266
 100,000         24,039     32,052      40,065     48,078     56,091
 110,000         26,964     35,952      44,940     53,928     62,916
 120,000         29,889     39,852      49,815     59,778     69,741
 130,000         32,814     43,752      54,690     65,628     76,586
 140,000         35,739     47,652      59,565     71,478     83,391
 150,000         38,664     51,552      64,440     77,328     90,216


 COMMITTEE'S AND BOARD'S REPORT ON COMPENSATION POLICIES

     GENERAL

     Compensation policies are administered by the Compensation & Pension
 Committee of the Bank's Board of Directors (the "Compensation Committee").
 The Bank's executive compensation policies are intended to attract and
 retain individuals who have experience in banking and to provide a level
 of compensation which is competitive with other banks.  Although
 compensation data from the Wisconsin Bankers Association may be consulted
 for purposes of comparison, given the disparity of size among banks and
 the difficulty in drawing exact comparisons between the duties and
 responsibilities of officers of other banks, the determination of
 appropriate compensation levels by the Compensation Committee is
 subjective.

     BASE SALARIES

     Base salaries are recommended by the President and reviewed on an
 annual basis by the Compensation Committee.  Annual increases are
 determined by the overall objective of maintaining competitive salary
 levels, general factors such as the rate of inflation and individual job
 performance.  Individual job performance is the most important of these
 criteria.  The Compensation Committee, after reviewing the recommendations
 of the President for salaries other than his own, recommends base salary
 amounts to the full Board of Directors of the Bank which makes the final
 decision with respect to all base salary and incentive compensation
 matters.

     INCENTIVE COMPENSATION

     A significant portion of the Bank's annual compensation package is
 represented by participation in the Bank's incentive bonus program.
 Executive officers and all other employees of the Bank are eligible for
 bonus compensation.  The amount of the bonus compensation is determined by
 the Board of Directors of the Bank based on the recommendations of the
 Compensation Committee and the President and is completely discretionary
 with the Board.  Factors considered in awarding bonus compensation are the
 Bank's profitability and the individual's length of service, position held
 and job performance.

     COMPENSATION COMMITTEE AND BOARD INTERLOCKS AND INSIDER PARTICIPATION

     None of the executive officers of the Bank serve on the board of
 directors or compensation committees of any organization which determines
 the compensation of any member of the Board of Director of the Bank.
 Mr. Gullickson is an employee of the Bank and a member of its Board of
 Directors, but does not participate in the Board's formal determination of
 compensation levels which are recommended by him.


                      STOCK PRICE PERFORMANCE

     Transactions in the Company's common stock are infrequent and prices
 are determined by negotiation between the parties.  No data regarding the
 prices at which trades are made is published or otherwise publicly
 available.  Therefore, there is no active market which would make
 comparisons to bank or financial institution stocks which are actively
 traded meaningful.

                       CERTAIN RELATIONSHIPS
                     AND RELATED TRANSACTIONS

     During 1996, in the ordinary course of business, directors and
 officers of the Company and the Bank and many of their associates and the
 firms of which they serve as directors and officers conducted banking
 transactions with the Bank.  In the opinion of management, these
 transactions were made on terms comparable to those which are available to
 unaffiliated parties.  All loans to directors and officers and to persons
 or firms affiliated with directors and officers were made on substantially
 the same terms, including interest rates and collateral, as those
 prevailing at the time for comparable transactions with unrelated persons
 and did not involve more than normal risk of collectibility or present
 other unfavorable features.  Management of the Company and the Bank expect
 that transactions such as those described above will continue in the
 future.


                       SHAREHOLDER PROPOSALS

     If any shareholder desires to submit a proposal for inclusion in the
 proxy statement to be used in connection with the annual meeting of
 shareholders to be held in 1998, the proposal must be in proper form and
 received by the Company no later than November 25, 1997.


                           OTHER MATTERS

     At this date, there are no other matters the Board of Directors
 intends to present or has reason to believe others will present to the
 Annual Meeting.  If other matters now unknown to the Board of Directors
 come before the meeting, the individuals named as proxies on the
 accompanying form of proxy will vote in accordance with their judgment.


                                   By Order of the Board of Directors




                                   GORDON P. GULLICKSON
                                   President



         PLEASE SIGN, DATE AND RETURN YOUR PROXY PROMPTLY.

                         PSB HOLDINGS, INC.
             PROXY SOLICITED BY DIRECTORS FOR ANNUAL MEETING
                                   APRIL 15, 1997

     The undersigned, having received the notice of annual meeting, proxy
 statement, and annual report of PSB Holdings, Inc. for the year ended
 December 31, 1996, hereby appoint(s) James E. Low and Harold H. Telschow, and
 each of them, with full power of substitution, proxies of the undersigned to
 vote all shares of the undersigned in PSB Holdings, Inc. at the annual
 meeting of shareholders to be held on April 15, 1997 and at any adjournments
 thereof.

     THE DIRECTORS RECOMMEND A VOTE FOR THE ELECTION OF EACH NOMINEE.
 
 
 1.  Election of Directors:
                                             
     Leonard C. Britten    George L. Geisler       Thomas A. Riiser
     Gordon P. Connor      Gordon P. Gullickson    Eugene Witter
     Patrick L. Crooks     Lawrence Hanz, Jr.      William J. Fish
     Thomas R. Polzer
 
     ___  FOR each nominee listed above    ___ WITHHOLD AUTHORITY
              (except as marked to             to vote for all nominees
              the contrary below)              listed above

     (Instruction:  To withhold authority to vote for any individual
     nominee(s), print the name of the nominee on the space provided:

 2.  In their discretion, the proxies are authorized to vote upon matters not
     known to the Board of Directors as of the date of the accompanying proxy
     statement, matters incident to the conduct of the meeting and to vote for
     any nominee of the Board whose nomination results from the inability of
     an above-named nominee to serve.

   UNLESS OTHERWISE SPECIFIED IN THE SQUARES PROVIDED, THE PROXIES SHALL VOTE
 FOR THE ELECTION OF THE NOMINEES LISTED ABOVE.


 Please sign exactly as name       Dated _________________, 1997
 appears below.

                                   __________________________________
                                               Signature

                                   __________________________________
                                      Signature if held jointly

                                   When shares are held by joint tenants,
                                   both should sign.  When signing as
                                   attorney, executor, administrator,
                                   trustee or guardian, please give full
                                   title.  If a corporation, please sign
                                   in full corporate name by president or
                                   other authorized officer.  If a partner-
                                   ship, please sign in partnership name
                                   by authorized person.

 PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
 ENVELOPE.



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