SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                  For the quarterly period ended March 31, 2000

                        Commission file number 001-14417

                              BANKFIRST CORPORATION
             (Exact name of registrant as specified in its charter)

                       Tennessee                             58-1790903
            (State or other jurisdiction of                 (IRS Employer
            incorporation or organization)               Identification No.)

                   625 Market Street
                 Knoxville, Tennessee                            37902
       (address of principal executive offices)               (Zip Code)

               Registrant's telephone number, including area code:
                                 (865) 595-1100

                          ----------------------------

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 [X] No [ ]

The number of shares  outstanding of each of the registrant's  classes of common
stock as of April 30, 2000:

               Title of Class                     Shares Outstanding
        Common Stock, $2.50 par value                 11,118,050

<PAGE>

                              BANKFIRST CORPORATION
                                      INDEX
--------------------------------------------------------------------------------


REPORT OF INDEPENDENT ACCOUNTANTS .........................................    3


PART I - FINANCIAL INFORMATION

         Item 1. Financial Statements......................................    4

         Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations...............................    9

         Item 3. Quantitative and Qualitative Disclosures about
         Market Risk.......................................................   14

PART II - OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K .........................   16

         Signatures .......................................................   16


FORWARD-LOOKING STATEMENTS
--------------------------------------------------------------------------------

The  information  disclosed in this  Quarterly  Report on Form 10-Q of BankFirst
Corporation  includes  various  forward-  looking  statements  that  are made in
reliance upon the safe harbor  provisions of the Private  Securities  Litigation
Reform Act of 1995 with respect to credit quality (including  delinquency trends
and the allowance for credit losses), the ability of BankFirst  Corporation (the
"Company")  and  its  vendors  to  adequately  address  post-Year  2000  issues,
corporate  objectives,  and other  financial  and  business  matters.  The words
"anticipates",   "projects",  "intends",  "estimates",   "expects",  "believes",
"plans",  "may",  "will",  "should",  "could", and other similar expressions are
intended to identify such forward-looking  statements. The Company cautions that
these forward-looking  statements are necessarily  speculative and speak only as
of  the  date  made,  and  are  subject  to  numerous  assumptions,   risks  and
uncertainties,  all of which may change over time.  Actual  results could differ
materially from such forward-looking statements.

In addition to the factors  disclosed by the Company elsewhere in this document,
the following factors, among others, could cause the Company's actual results to
differ materially and adversely from such  forward-looking  statements:  pricing
pressures  on loan  and  deposit  products;  competition;  changes  in  economic
conditions  nationally,  regionally and in the Company's markets; the extent and
timing of  actions of the  Federal  Reserve  Board;  changes in levels of market
interest  rates;  clients'  acceptance of the  Company's  products and services;
credit risks of lending activities and competitive  factors;  and the extent and
timing of legislative and regulatory actions and reforms.

The above-listed risk factors are not necessarily exhaustive, particularly as to
possible  future  events,  and new risk  factors  may emerge  from time to time.
Certain  events may occur that could cause the  Company's  actual  results to be
materially different than those described in the Company's periodic filings with
the  Securities and Exchange  Commission  ("SEC").  Any  statements  made by the
Company that are not historical facts should be considered to be forward-looking
statements.  The Company is not  obligated  to update and does not  undertake to
update any of its forward-looking statements made herein.

--------------------------------------------------------------------------------

<PAGE>

BankFirst Corporation
For the Quarter Ended March 31, 2000


                        REPORT OF INDEPENDENT ACCOUNTANTS

Board of Directors and Shareholders
BankFirst Corporation
Knoxville, Tennessee

We have reviewed the consolidated  balance sheet of BankFirst  Corporation as of
March 31, 2000, and the related  consolidated  statements of income,  changes in
stockholders'  equity,  and cash flows for the year-to-date  periods ended March
31, 2000 and 1999.  These  financial  statements are the  responsibility  of the
Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information consists principally of applying analytical  procedures to financial
data and making  inquiries of persons  responsible  for financial and accounting
matters. It is substantially less in scope than an audit conducted in accordance
with  generally  accepted  auditing  standards,  the  objective  of which is the
expression of an opinion  regarding the financial  statements  taken as a whole.
Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

                                        Crowe, Chizek and Company LLP

Louisville, Kentucky
May 8, 2000


                                                       BankFirst Corporation | 3
<PAGE>

Part I.-Financial Information
Item 1.- Financial Statements

Consolidated Balance Sheets
BankFirst Corporation
(Dollar amounts in  thousands except share data)

<TABLE>
<CAPTION>

                                                                             Mar. 31,      Dec. 31,
                                                                              2000          1999
---------------------------------------------------------------------------------------------------
                                                                           (Unaudited)
<S>                                                                        <C>            <C>
ASSETS
  Cash and due from banks ...............................................  $  34,056      $  36,039
  Federal Funds Sold ....................................................      2,900              0
                                                                           ---------      ---------
       Total cash and cash equivalents ..................................     36,956         36,039

  Securities available for sale .........................................    147,813        133,596
  Mortgage loans held for sale ..........................................     14,109         12,205
  Loans, net of allowance for credit losses of $7,593 and $7,400  .......    585,966        578,216
  Premises and equipment, net ...........................................     27,434         26,814
  Mortgage servicing rights .............................................      8,923          8,896
  Federal Home Loan Bank Stock, at cost .................................      3,480          3,420
  Intangible assets .....................................................      1,806          1,845
  Accrued interest receivable and other assets ..........................     13,972         11,868
                                                                           ---------      ---------
     Total assets .......................................................  $ 840,459      $ 812,899
                                                                           =========      =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
  Noninterest-bearing deposits ..........................................  $ 113,752      $ 105,079
  Interest-bearing deposits .............................................    554,604        525,300
                                                                           ---------      ---------
       Total deposits ...................................................    668,356        630,379

  Securities sold under agreements to repurchase ........................     28,067         32,103
  Federal funds purchased and other borrowings ..........................      1,101         27,500
  Advances from the Federal Home Loan Bank ..............................     46,126         29,159
  Accrued interest payable and other liabilities ........................      9,226          7,232
                                                                           ---------      ---------
       Total liabilities ................................................    752,876        726,373

Stockholders' equity
  Common stock:  $2.50 par value, 30,000,000 shares authorized,
     11,161,650 and 11,275,600 shares outstanding, respectively .........     27,904         28,189
  Noncumulative convertible preferred stock:  $5 par value,
     1,000,000 shares authorized, 181,050 shares outstanding ............        905            905
  Additional paid-in capital ............................................     32,792         33,448
  Retained earnings .....................................................     28,116         25,914
  Accumulated other comprehensive income (loss) .........................     (2,134)        (1,930)
                                                                           ---------      ---------
     Total stockholders' equity .........................................     87,583         86,526
                                                                           ---------      ---------
     Total liabilities and stockholders' equity .........................  $ 840,459      $ 812,899
                                                                           =========      =========

---------------------------------------------------------------------------------------------------
</TABLE>

                             See accompanying notes.


                                                       BankFirst Corporation | 4
<PAGE>

Consolidated Statements of Income
BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)

                                                           Three months ended
                                                                 March 31,
                                                           2000           1999
--------------------------------------------------------------------------------

Interest income
    Interest and fees on loans ......................   $ 13,580        $ 11,896
    Taxable securities ..............................      1,618           1,379
    Nontaxable securities ...........................        477             413
    Other ...........................................         94             219
                                                        --------        --------

                                                          15,769          13,907
Interest expense
    Deposits ........................................      6,120           5,313
    Federal funds purchased and repurchase agreements        550             565
    Federal Home Loan Bank advances and other debt ..        540              77
                                                        --------        --------
                                                           7,210           5,955
                                                        --------        --------
Net interest income .................................      8,559           7,952

Provision for credit losses .........................        573             419
                                                        --------        --------
Net interest income after provision for credit losses      7,986           7,533

Noninterest income
    Service charges and fees ........................      1,117           1,102
    Net securities gains (losses) ...................         --              36
    Net gain (loss) on loan sales ...................        524             890
    Loan servicing income, net of amortization ......        279             120
    Trust department income .........................        415             264
    Other ...........................................        208             188
                                                        --------        --------
                                                           2,543           2,600
Noninterest expense
    Salaries and employee benefits ..................      3,945           3,985
    Occupancy expense ...............................        501             515
    Equipment expense ...............................        633             659
    Office expense ..................................        463             456
    Data processing .................................        448             393
    Advertising .....................................        121             132
    Other ...........................................      1,107             877
                                                        --------        --------

                                                           7,218           7,017
                                                        --------        --------

Income before income taxes ..........................      3,311           3,116
Provision for income taxes ..........................      1,076           1,047
                                                        --------        --------

Net Income ..........................................   $  2,235        $  2,069
                                                        ========        ========
Earnings per share:
    Basic ...........................................   $   0.20        $   0.18
    Diluted .........................................   $   0.19        $   0.17

--------------------------------------------------------------------------------
                             See accompanying notes.


                                                       BankFirst Corporation | 5
<PAGE>


Consolidated Statements of Changes in Stockholders' Equity
BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                                      Accumulated
                                                                             Additional                  Other         Total
                                                    Common       Preferred    Paid-in     Retained   Comprehensive  Stockholders'
                                                    Stock         Stock       Capital     Earnings       Income        Equity
                                                   --------     --------     --------     --------      --------      --------
<S>                                                <C>          <C>          <C>          <C>           <C>           <C>
PERIOD ENDED MARCH 31, 1999

Balance, January 1, 1999                           $ 28,439     $    905     $ 34,093     $ 17,160      $  2,244      $ 82,841

Cash dividend on preferred stock                         --           --           --          (32)           --           (32)

Comprehensive income (loss):
  Net income                                             --           --           --        2,069            --         2,069

  Change in unrealized gains (losses),
    net of reclassification                              --           --           --           --          (950)         (950)
                                                                                                                      --------
Total comprehensive income                                                                                               1,119
                                                   --------     --------     --------     --------      --------      --------
Balance, March 31, 1999                            $ 28,439     $    905     $ 34,093     $ 19,197      $  1,294      $ 83,928
                                                   ========     ========     ========     ========      ========      ========
</TABLE>

<TABLE>
<CAPTION>

                                                                                                       Accumulated
                                                                             Additional                   Other         Total
                                                   Common       Preferred     Paid-in     Retained    Comprehensive  Stockholders'
                                                   Stock          Stock       Capital     Earnings       Income         Equity
                                                  --------      --------     --------     --------      --------      ---------
<S>                                                <C>          <C>          <C>          <C>           <C>           <C>
PERIOD ENDED MARCH 31, 2000

Balance, January 1, 2000                           $ 28,189     $    905     $ 33,448     $ 25,914      $ (1,930)     $ 86,526

Cash dividend on preferred stock                         --           --           --          (33)           --           (33)

Repurchase of common stock,
113,950 shares                                         (285)          --         (656)          --            --          (941)

Comprehensive income:
  Net income                                             --           --           --        2,235            --         2,235

  Change in unrealized gains
    (losses), net of reclassification                    --           --           --           --          (204)         (204)
                                                                                                                      --------
     Total comprehensive income                                                                                          2,031
                                                   --------     --------     --------     --------      --------      --------
Balance, March 31, 2000                            $ 27,904     $    905     $ 32,792     $ 28,116      $ (2,134)     $ 87,583
                                                   ========     ========     ========     ========      ========      ========

------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                             See accompanying notes.


                                                       BankFirst Corporation | 6
<PAGE>

Consolidated Statements of Cash Flows
BankFirst Corporation
(Dollar amounts in thousands)
(Unaudited)

<TABLE>
<CAPTION>

                                                                                  Three months ended
                                                                                       March 31,
                                                                                   2000        1999
-----------------------------------------------------------------------------------------------------

<S>                                                                             <C>         <C>
Cash flows from Operating Activities
   Net income ...............................................................   $  2,235    $  2,069
   Adjustments to reconcile net income to net cash from operating activities:
     Provision for credit losses ............................................        573         419
     Depreciation ...........................................................        590         454
     Amortization of mortgage servicing rights ..............................        309         435
     Amortization and accretion of securities, net ..........................        (33)         (6)
     Net (gains) losses on securities sales .................................         --         (36)
     Net (gains) losses on sales of mortgage loans ..........................       (524)       (890)
     Proceeds from sales of mortgage loans held for sale ....................     23,265      54,046
     Purchases of mortgage loans held for sale ..............................     (2,831)     (8,957)
     Originations of mortgage loans held for sale ...........................    (22,081)    (39,572)
Changes in assets and liabilities
       Accrued interest receivable and other assets .........................     (2,104)       (620)
       Accrued interest payable and other liabilities .......................      1,994         347
                                                                                --------    --------
Net cash flows from operating activities ....................................      1,393       7,689

Cash flows from investing activities
   Purchase of securities ...................................................    (16,786)     (7,000)
   Proceeds from maturities of securities ...................................      1,795       1,384
   Proceeds from sales of securities ........................................         --       4,936
   Net increase in loans ....................................................     (7,750)    (22,066)
   Purchase of FHLB stock ...................................................        (60)        (55)
   Premises and equipment expenditures, net .................................     (1,210)       (367)
                                                                                --------    --------
Net cash flows from investing activities ....................................    (24,011)    (23,168)

Cash flows from financing activities
   Net change in deposits ...................................................     37,977     (12,197)
   Net change in repurchase agreements and other borrowings .................    (30,435)      3,302
   Advances from the FHLB ...................................................     17,000      15,371
   Repayments of advances to the FHLB .......................................        (33)         --
Dividends paid ..............................................................        (33)        (32)
Repurchase of common stock ..................................................       (941)         --
                                                                                --------    --------
Net cash flows from financing activities ....................................     23,535       6,444

Net change in cash and cash equivalents .....................................        917      (9,035)

Cash and cash equivalents, beginning of period ..............................     36,039      44,986
                                                                                --------    --------
Cash and cash equivalents, end of period ....................................   $ 36,956    $ 35,951
                                                                                ========    ========

Supplemental disclosures:
   Interest paid ............................................................   $  6,740    $  5,997
   Income taxes paid ........................................................        532         254

-----------------------------------------------------------------------------------------------------
                             See accompanying notes.
</TABLE>


                                                       BankFirst Corporation | 7
<PAGE>


Notes to Consolidated Financial Statements
BankFirst Corporation


Basis of Presentation of the Consolidated Financial Statements
--------------------------------------------------------------------------------

Principles of Consolidation:  The consolidated  financial statements include the
accounts of BankFirst Corporation and its principal  wholly-owned  subsidiaries,
BankFirst,  The First National Bank and Trust Company  (together  referred to as
the "Banks"),  BankFirst Trust Company, and BankFirst's wholly-owned subsidiary,
Curtis  Mortgage  Company,  collectively  referred  to  as  the  "Company".  All
significant  inter-company  balances and  transactions  have been  eliminated in
consolidation.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information,   and  accordingly  they  do  not  include  all  of  the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation  have been included.  Operating  results for the three month period
ended March 31, 2000 are not  necessarily  indicative of the results that may be
expected for the year ended December 31, 2000.

Borrowings:  Repurchase  agreements  and Federal  Funds  purchased are generally
overnight  borrowings.  Federal Home Loan Bank ("FHLB") advances consist of both
fixed and variable rate long-term advances, which exceed one year.

Reclassifications:  Certain  items in the 1999  financial  statements  have been
reclassified to conform to the 2000 presentation.

Computation of Earnings Per Share
--------------------------------------------------------------------------------

Basic earnings per share is based on weighted average common shares outstanding.
Diluted  earnings per share further assumes  issuance of any dilutive  potential
common  shares.  Earnings  per  share  are  restated  for all  subsequent  stock
dividends and splits.

A  reconciliation  of the numerators and denominators of the earnings per common
share and earnings per common share assuming dilution computations are presented
below (in thousands, except share data):

<TABLE>
<CAPTION>

                                                                            Three months ended March 31,
                                                                                    (Unaudited)
                                                                               2000             1999
                                                                           ------------    -------------

<S>                                                                        <C>             <C>
BASIC
Net income .............................................................   $      2,235    $      2,069
Less:  dividends declared on preferred stock ...........................            (33)            (32)
                                                                           ------------    ------------
Net income available to common stockholders ............................   $      2,202    $      2,037
                                                                           ============    ============
Average common shares outstanding ......................................     11,228,710      11,375,600
Earnings per share......................................................   $       0.20    $       0.18

DILUTED
Net income available to common stockholders ............................   $      2,202    $      2,037
Add:  dividends upon assumed conversion of preferred stock .............             33              32
                                                                           ------------    ------------
Net income available to common
  stockholders assuming conversion .....................................   $      2,235    $      2,069
                                                                           ============    ============
Weighted average common shares outstanding .............................     11,228,710      11,375,600
Weighted average dilutive convertible preferred stock ..................        558,992         558,992
Dilutive common stock options at average market price ..................        236,171         373,976
                                                                           ------------    ------------
Weighted average diluted shares outstanding ............................     12,023,873      12,308,568
                                                                           ============    ============
Earnings per share assuming dilution ...................................   $       0.19    $       0.17
</TABLE>


                                                       BankFirst Corporation | 8
<PAGE>

Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


Overview    The following discussion and analysis is presented to facilitate the
            understanding of the consolidated  financial position and results of
            operations  of BankFirst  Corporation.  The  consolidated  financial
            information  discussed herein  primarily  reflects the activities of
            the Company's  wholly owned community bank  subsidiaries,  BankFirst
            ("BankFirst") and The First National Bank and Trust Company ("FNB"),
            as well as the  Company's  BankFirst  Trust Company  subsidiary  and
            BankFirst's  mortgage  subsidiary,   Curtis  Mortgage  Company.  The
            discussion  identifies  trends and material  changes  that  occurred
            during the reported  periods and should be read in conjunction  with
            the  consolidated   financial   statements  and  accompanying  notes
            appearing   elsewhere  herein.  The  periods  included  within  this
            document are the three month  periods ended March 31, 2000 and March
            31, 1999.

            BankFirst Corporation,  a Tennessee  corporation,  is a bank holding
            company  headquartered  in  Knoxville,  Tennessee  that  focuses  on
            meeting the banking needs of East Tennessee businesses and residents
            through a relationship  oriented,  community bank business strategy.
            The Company conducts its banking business through  BankFirst,  which
            has 25  offices  in  Knox,  Sevier,  Blount,  Loudon  and  Jefferson
            Counties,  and through FNB, with six offices in McMinn  County.  The
            Company's operations  principally involve commercial and residential
            real estate lending,  commercial business lending, consumer lending,
            mortgage  servicing,   construction   lending  and  other  financial
            services,  including  trust  operations,  credit card  services  and
            brokerage services.

Financial   Total assets grew from $813 million at year-end 1999 to $840 million
Condition   at March 31,  2000,  a $27 million  increase.  The  Company's  first
            quarter  2000  balance  sheet  reflects  a growth of $38  million in
            deposits  prompted  by  competitive  product  pricing.  The  Company
            redirected this deposit  increase by funding an $8 million growth in
            loan demand and  purchasing an additional $14 million in securities.
            The  Company  also  reduced  its overall  short-term  borrowings  of
            repurchase agreements and federal funds by $14 million, and replaced
            another $17 million of overnight  federal funds with a corresponding
            $17 million in short-term fixed rate FHLB advances.

            The $38 million  increase in deposits  during the three months ended
            March 31 2000 includes a $9 million  increase in demand deposits and
            a  $29  million  in   interest-bearing   deposits,   which  includes
            certificates  of deposit.  Jumbo  certificates of deposit (over $100
            thousand)  represent  $15  million of the $29  million  increase  in
            interest-bearing  deposits.  The jumbo  certificates of deposit were
            primarily  municipality  funds that have a duration of less than six
            months;  these  deposits  are secured or "pledged"  with  government
            securities  owned  by  the  Company's  bank   subsidiaries.   It  is
            anticipated  that a large  portion of these  jumbo  certificates  of
            deposit will not be renewed by the municipalities.

            From year-end  1999 to March 31, 2000,  total  stockholders'  equity
            increased by a net of $1 million, consisting of net earnings of over
            $2 million,  less a preferred  stock cash  dividend of $33 thousand,
            and less $941 thousand for the  repurchase of 113,950  shares of the
            Company's  common  stock,  $2.50 par value  per share  (the  "Common
            Stock") as described in the next paragraph.

            On January 11, 2000 the Company  approved a stock repurchase plan to
            acquire up to 500 thousand shares of its Common Stock, which follows
            a  previous  stock  repurchase  plan  announced  in  June,  1999 and
            completed  during the second half of 1999 for the  repurchase of 100
            thousand  shares of Common  Stock.  Management  repurchased  113,950
            shares of the approved 500 thousand  share buyback by the end of the
            first quarter 2000 and is  authorized  to  repurchase  the remaining
            386,050 shares of Common Stock on the open market from time to time,
            and will continue to monitor  market  conditions of its Common Stock
            to assess the most logical deployment of the Company's capital.

            Management   expects  the  Company's   growth  to  continue  through
            expansion of retail  locations,  expansion of products and services,
            including  mortgage  servicing   opportunities  by  Curtis  Mortgage
            Company and trust services  through  BankFirst  Trust  Company,  and
            possible  future  mergers or  acquisitions,  although  no mergers or
            acquisitions  are currently  pending.  Although the Company's growth
            rate in total assets during the last twelve months was approximately
            11%, the  Company's  growth rate over the remainder of 2000 may very
            likely  slow,  due  to  possible  future  short-term  interest  rate
            increases by the Federal Reserve Bank.


                                                       BankFirst Corporation | 9
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


Results of  Net income  increased  5% to $2.2  million for the first  quarter of
Operations  2000 as compared to $2.1 million for the same period last year.  Net
            interest  income  on  a  tax  equivalent  basis  was  $8.7  million,
            representing a $500 thousand or 6% increase for the first quarter of
            2000 from the comparable  1999 period.  The increase in net interest
            income for the comparative  quarter was due primarily to an increase
            in total  average  earning  assets and a  proportionate  increase of
            earning  assets  invested in loans,  which  represent  the Company's
            highest yielding assets.

            The  Company's net interest  spread and net interest  margin for the
            first  quarter  of 2000  were  3.86%  and  4.55%,  respectively,  as
            compared  to 3.99% and 4.71% for the same  quarter  last  year.  The
            trend over the last twelve months has been that the Company's margin
            and spread have declined  slightly due to  competitive  pressures on
            loan rates and  higher  costs  associated  with  borrowing  costs of
            funds, such as  interest-bearing  deposits,  federal funds, and FHLB
            advances.  This  trend  of  competitive  pressures  is  expected  to
            continue into the foreseeable future.

            Although the Company's net interest  spread and net interest  margin
            have declined,  actual dollars of net interest income have increased
            from a higher volume of earning assets. The growth in earning assets
            (which are mostly  comprised  of loans)  may very  likely  slow from
            historical  growth  patterns  due  to  possible  short-term  Federal
            Reserve Bank  interest  rate hikes.  In  addition,  during the first
            quarter of 2000 the Company  maintained an  aggressive  loan pricing
            strategy to combat intense competition; this strategy was successful
            in keeping existing customers and attracting new customers, although
            the yields on the respective loans were below historical levels. The
            Company  does not expect to continue  this  aggressive  loan pricing
            strategy during the remainder of the year.

Noninterest Noninterest  income of $2.5  million  for the first  quarter of 2000
Income      compared  almost  evenly with $2.6 million for the same quarter last
            year.  Some major  subgroups of noninterest  income include  service
            charges and fees generated by the two bank  affiliates,  income from
            sales of mortgage loans and loan servicing  through Curtis  Mortgage
            Company,  and trust fee  income  produced  through  BankFirst  Trust
            Company.  Quarter-to-quarter comparisons of these major subgroups of
            noninterest income are described in more detail below.

            An analysis of noninterest  income  reflects  virtually no change in
            earnings  on  service  charges  and  related  fees,  which were $1.1
            million  for each of the first  quarters  of 1999 and 2000.  Intense
            market  competition  from other financial  institutions,  as well as
            nonbank competition such as brokerage firms, are causing pressure on
            this component of noninterest income.

            Gains on loan  sales  decreased  from  $890  thousand  for the three
            months  ending March 31, 1999 to $524  thousand for the three months
            ending March 31, 2000. The interest rate increases  initiated by the
            Federal Reserve Board during 1999 and 2000 caused some volatility in
            the  secondary  market  interest  rate  environment,  influencing  a
            reduction in the volume of purchases and  originations  of secondary
            market  loans.  However,  loan  servicing  fees net of  amortization
            increased  from $120 thousand at March 31, 1999 to $279 thousand for
            the same  period  in 2000,  reflecting  higher  servicing  fees on a
            larger loan servicing portfolio, coupled with a comparatively slower
            amortization   speed  on  the  loan  portfolio  due  to  fewer  loan
            refinances. Given the expected continued increase in interest rates,
            management  believes the secondary market loan volumes over the next
            several months will decline from existing levels.

            Noninterest  income from trust fees increased 57% from $264 thousand
            to $415  thousand  when  comparing  the first quarter of 1999 to the
            first quarter of 2000. The BankFirst  Trust Company is managing $352
            million  of trust  assets  as of March  31,  2000  compared  to $314
            million as of March 31, 1999.


                                                      BankFirst Corporation | 10
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


Noninterest Noninterest  expense increased $200 thousand to $7.2 million for the
Expense     first quarter of 2000 over the comparable  1999 period.  The primary
            components  of  noninterest   expense  are  salaries  and  benefits,
            occupancy and equipment, data processing, and an "other" noninterest
            expense   category  that  captures  various  expenses  not  normally
            itemized on condensed financial statements.

            Salaries and benefits  represent the Company's  largest  noninterest
            expense component. The cost to hire, train, and maintain a workforce
            of over 400 full-time and part-time  employees is  substantial.  The
            Company's personnel costs through the first quarter of 2000 are $3.9
            million  compared to $4.0 million  during the same period last year.
            Although this comparison reflects favorably from quarter to quarter,
            the Company expects to hire additional  personnel to staff three new
            branch locations currently under development.  This branch expansion
            strategy, coupled with a tight labor market, inflationary pressures,
            and competitive pressures, will most likely cause an upward trend in
            this noninterest  expense  category  throughout the remainder of the
            year.

            Occupancy expense, office and equipment expense, and data processing
            fees, collectively accounted for $2.0 million of noninterest expense
            during  each of the first  quarters in 1999 and 2000.  Again,  it is
            anticipated that inflationary pressures, expansion into new markets,
            and a planned  computer  system  conversion  at FNB, will put upward
            pressure on these expenses.

            The "Other  Noninterest  Expense"  category  reflects an increase of
            $200 thousand in  period-over-period  first quarter expenses.  First
            quarter  2000  other  noninterest  expense  ended  at  $1.1  million
            compared to $900 thousand for the first quarter 1999.  This category
            includes  expenses  for loan and deposit  processing  fees,  travel,
            professional fees, charitable contributions, check losses, and other
            miscellaneous  expenses.  The increase in other noninterest  expense
            from year to year was due to normal, recurring expense activity.

Provision   The  provision  for credit  losses was $573  thousand  for the first
for Credit  quarter of this year, compared to $419 thousand for the same quarter
Losses and  in  1999.  The  higher  provision  expense  on a  period-over-period
Asset       comparative basis was mainly due to providing an adequate  allowance
Quality     for loan losses on a larger loan portfolio.  The Company experienced
            net  charge-offs of $379 thousand  during the first quarter of 2000,
            compared to $61 thousand for the same period last year. The ratio of
            net charge-offs to average loans for both first quarters of 1999 and
            2000 is less than 1%.

            The provision for credit losses represents  charges made to earnings
            to maintain an adequate  allowance  for loan losses and other credit
            losses.  The  allowance is  maintained  at an amount  believed to be
            sufficient  to  absorb  losses  in  the  loan   portfolio.   Factors
            considered  in  establishing  an  appropriate  allowance  include  a
            careful  assessment  of the financial  condition of the borrower;  a
            realistic  determination  of the value and  adequacy  of  underlying
            collateral;  the condition of the local economy and the condition of
            the specific industry of the borrower;  a comprehensive  analysis of
            the levels and trends of loan categories; and a review of delinquent
            and classified  loans. The Company applies a systematic  process for
            determining the adequacy of the allowance for loan losses  including
            an  internal  loan  review  function  and a monthly  analysis of the
            adequacy   of  the   allowance.   The  monthly   analysis   includes
            determination  of  specific  potential  loss  factors on  individual
            classified  loans,  historical  potential loss factors  derived from
            actual net charge-off  experience and trends in nonperforming loans,
            and potential  loss factors for other loan  portfolio  risks such as
            loan  concentrations,  local  economy,  and the nature and volume of
            loans.

            The recorded values of loans actually  removed from the consolidated
            balance sheets are referred to as charge-offs and, after netting out
            recoveries on previously charged-off assets, become net charge-offs.
            The Company's  policy is to charge off loans when,  in  management's
            opinion,  the  loan  is  deemed  uncollectible,  although  concerted
            efforts are made to maximize recovery.


                                                      BankFirst Corporation | 11
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


            With the escalation of concern about credit  quality  throughout the
            industry,  the Company has taken a proactive  stance  regarding  its
            loan quality.  During the third quarter of 1999,  the Company placed
            two larger credits totaling $2.6 million on a nonperforming  status;
            these credits are still classified as nonaccrual.

            Total  nonperforming  loans as of March 31,  2000 were $6.7  million
            compared to $6.2 million as of December 31, 1999.  Other real estate
            owned  for the  first  quarter  of this  year  was $2.0  million  as
            compared  to  $1.9  million  for the  first  quarter  of last  year.
            Management   will  continue  to  monitor  its  markets  and  take  a
            conservative  position  regarding  credit  quality.   Refer  to  the
            Company's 1999 Annual Report on Form 10-K, under the  "Nonperforming
            Assets"  section of the  Management's  Discussion  and  Analysis  of
            Financial Condition and Results of Operations, for further analysis.

<TABLE>
<CAPTION>

                                                                  Nonperforming Assets
                                                                     (in thousands)
                                                        Mar. 31   Dec. 31  Sept. 30  June 30   Mar. 31
                                                         2000      1999      1999     1999      1999
                                                        ------    ------   -------   ------    ------
<S>                                                    <C>         <C>     <C>       <C>       <C>
Principal balance
-----------------
   Nonaccrual .......................................  $ 3,946     3,981   $ 3,017   $   534   $   888
   90 days or more past due and still accruing ......    2,800     2,261     1,173     2,535     2,308
                                                       -------   -------   -------   -------   -------
       Total nonperforming loans ....................  $ 6,746   $ 6,242   $ 4,190   $ 3,069   $ 3,196
                                                       =======   =======   =======   =======   =======
   Nonperforming loans as a percent of loans ........     1.14%     1.07%     0.73%     0.56%     0.61%

   Other real estate owned ("OREO")  ................  $ 1,963   $ 1,893   $   814   $ 1,039   $ 1,442

   OREO as a percent of loans .......................     0.33%     0.32%     0.14%     0.19%     0.28%

   Allowance as a percent of
   nonperforming loans ..............................   112.56%   118.55%   176.13%   231.44%   217.77%
</TABLE>


                                                      BankFirst Corporation | 12
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


Liquidity   Liquidity management is both a daily and long-term responsibility of
and Capital management. The Company adjusts its investments in liquid assets and
Adequacy    long  and   short   term   borrowings,   based   upon   management's
            consideration  of expected loan demand,  expected  deposit flows and
            securities sold under repurchase agreements. The Company believes it
            has the ability to raise deposits  quickly within its market area by
            slightly  raising  interest  rates,  but has typically  been able to
            achieve  deposit growth without paying above market  interest rates.
            The current  strategy calls for the subsidiary banks to be no higher
            than second  highest in their  pricing as compared to their  primary
            competitors. Deposit growth has funded most of the significant asset
            growth in the past several  years,  but has decreased  modestly as a
            percent of total funding.

            The Company actively solicits customer cash management relationships
            which often  includes a  securities  repurchase  agreement  feature.
            Under these  agreements,  commercial  customers are able to generate
            earnings on  otherwise  idle funds on deposits  with the  subsidiary
            banks.  These  accounts are  considered  volatile  under  regulatory
            requirements,  although  the  Company  has found them to be a steady
            source of funding.  The  Company has been able to maintain  customer
            relationships because of its strong business lending program.  While
            more costly than deposit funding, these deposit-related accounts are
            typically the lowest cost borrowed funds available to the Company.

            The primary source of capital for the Company is retained  earnings.
            The Company paid cash  dividends of $33 thousand with respect to its
            shares of noncumulative  convertible  preferred stock, for the first
            three months of 2000. The Company  retained $2.2 million of earnings
            for the first three months of 2000.

            On April 17, 2000 the Company  declared a cash dividend of $0.08 per
            share of Common Stock,  payable on June 1, 2000 to its  shareholders
            of record as of May 15,  2000.  This cash  dividend  will reduce the
            Company's capital in June 2000.

            The Company and its subsidiaries  are subject to regulatory  capital
            requirements  administered  by federal and state  banking  agencies.
            Capital adequacy guidelines and prompt corrective action regulations
            involve quantitative  measures of assets,  liabilities,  and certain
            off-balance  sheet  items  calculated  under  regulatory  accounting
            practices.  The prompt  corrective action  regulations  provide five
            classifications, including well capitalized, adequately capitalized,
            under-capitalized,  significantly under-capitalized,  and critically
            under-capitalized,  although  these terms are not used to  represent
            overall   financial   condition.   If   under-capitalized,   capital
            distributions  are limited,  as is asset growth and  expansion,  and
            plans for capital restoration are required.

            Under guidelines issued by banking  regulators,  the Company and its
            bank  subsidiaries  are  required  to  maintain  a  minimum  Tier  1
            risk-based  capital ratio of 4% and a minimum total risk-based ratio
            of 8%. Risk-based capital ratios weight the relative risk factors of
            all assets and consider the risk associated with  off-balance  sheet
            items.

            The Company's  Tier 1 risk-based  and total  risk-based  ratios were
            13.48% and 14.60%,  respectively,  as of March 31,  2000.  Both bank
            subsidiaries   also   individually   met  the  definition  of  "well
            capitalized" as of March 31, 2000.


                                                      BankFirst Corporation | 13
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


Market      The Company uses an earnings  simulation model (summarized below) to
Risk        analyze net interest income sensitivity. Potential changes in market
            interest  rates and their  subsequent  effect on interest  income is
            then  evaluated.  The model  projects  the effects of  instantaneous
            movements in interest rates of 100 and 200 basis points.

            The  assumptions  used  in the  market  risk  simulation  model  are
            inherently  uncertain and, as a result,  the model cannot  precisely
            measure  net  interest  income or  precisely  predict  the impact of
            fluctuations in market interest rates on net interest income. Actual
            results  will  differ  from the  model's  simulated  results  due to
            timing, magnitude and frequency of interest rate changes, as well as
            changes  in  market   conditions  and  the  application  of  various
            management  strategies.   See  the  previous  discussion  concerning
            interest  rate margin and  interest  rate spread in the  "Results of
            Operations" section of this Management's  Discussion and Analysis of
            Financial Condition and Results of Operations.

            Even though the  Company's  cumulative  gap at one year is negative,
            the earnings simulation model indicates that an increase in interest
            rates of 100 and 200 basis  points  would  result in  increased  net
            interest  income of $431 thousand (a 1.26% increase from a flat rate
            scenario)  and $863  thousand (a 2.52%  increase  from flat  rates),
            respectively This occurs because management believes that if overall
            market  interest  rates  increase,  the market  would not require an
            immediate,  corresponding repricing of non-term deposit liabilities.
            A  decrease  in  interest  rates of 100 and 200 basis  points  would
            result in decreased  net interest  income of $418  thousand (a 1.22%
            decrease from flat rates) and $759  thousand (a 2.22%  decrease from
            flat rates), respectively.

            The  Company's  cumulative  gap at one year as of December  31, 1999
            indicated  that an increase  in interest  rates of 100 and 200 basis
            points  would  result  in  increased  net  interest  income  of $306
            thousand  (a 0.85%  increase  from a flat  rate  scenario)  and $594
            thousand  (a  1.66%  increase  from  flat  rates),  respectively.  A
            decrease  in  interest  rates  of 100 and  200  basis  points  as of
            December 31, 1999 would result in decreased  net interest  income of
            $251  thousand (a 0.70%  decrease from flat rates) and $439 thousand
            (a 1.22% decrease from flat rates), respectively.

<TABLE>
<CAPTION>
                                                                            Market Risk Analysis
                                                                              At March 31, 2000

                                                        Decrease in Rates                          Increase in Rates
                                                  -------------------------------               -------------------------
                                                       200             100                          100          200
                                                      Basis           Basis          Level         Basis        Basis
                                                      Points          Points         Rates        Points       Points
<S>                                                   <C>             <C>            <C>          <C>          <C>
Projected Interest Income
  Loans                                               $50,695         $53,176        $55,658      $58,139      $60,622
  Investments                                           9,885          10,041         10,195       10,352       10,506
  Federal Funds Sold                                      369             423            480          537          596
                                                -----------------------------------------------------------------------
       Total Interest Income                           60,949          63,640         66,333       69,028       71,724

Projected Interest Expense
  Deposits                                            $23,654         $25,580        $20,617      $29,276      $31,120
  FHLB Term Advances                                    2,424           2,686          9,579        3,210        3,471
  Fed Funds Purchased & Other Borrowings                1,420           1,582          1,927        1,901        2,060
                                                -----------------------------------------------------------------------
       Total Interest Expense                          27,498          29,848         32,123       34,387       36,651

Net Interest Income                                   $33,451         $33,792        $34,210      $34,641      $35,073
$ Change from Level Rates                                (759)           (418)            --          431          863
% Change from Level Rates                               (2.22)%         (1.22)%                      1.26%        2.52%
</TABLE>


                                                      BankFirst Corporation | 14
<PAGE>

Management's Discussion and Analysis of Financial Condition and Results of
Operations
BankFirst Corporation


                         Summarized Market Risk Analysis
                              At December 31, 1999

<TABLE>
<CAPTION>

                                                        Decrease in Rates                       Increase in Rates
                                                     -------------------------              --------------------------
                                                         200          100                       100           200
                                                        Basis        Basis        Level        Basis         Basis
                                                       Points       Points        Rates        Points       Points
<S>                                                   <C>          <C>          <C>           <C>          <C>
  Projected Total Interest Income                     $60,986      $62,468      $64,713       $66,959      $68,438

  Projected Interest Expense                           25,539       26,833       28,827        30,767       31,958

  Net Interest Income                                  35,447       35,635       35,886        36,192       36,480

  $ Change from Level Rates                              (439)        (251)                       306          594

  % Change from Level Rates                             (1.22)%      (0.70)%                     0.85%        1.66%
</TABLE>

Year 2000   The  Company  undertook  a project  (the  "Year  2000  Project")  to
            identify and assess the readiness of its computer systems,  programs
            and other  infrastructure  that could be  affected  by the Year 2000
            issue and to remedy the problems  identified.  The Year 2000 Project
            also  included an  assessment  of Year 2000  readiness  of key third
            parties on whom the Company's operations depended.  The Company also
            developed  contingency  plans to permit it to  continue  operations,
            consistent  with the highest  quality  standards,  in the event Year
            2000  problems  arose.  If problems  are  encountered  in the future
            related to in-house systems or to those of key third parties,  it is
            possible  that costs could be incurred that might  adversely  affect
            the Company's financial condition.

            During 1999, the Company  incurred costs of  approximately  $250,000
            attributable to Year 2000 remediation.  Although management does not
            expect to incur any additional related expenses in 2000,  unforeseen
            circumstances  may arise;  therefore,  monitoring  will  continue at
            least through the first quarter of 2000.  Corrective  action will be
            taken if management encounters any previously unidentified Year 2000
            problems  internally or in interfacing  with third parties,  and the
            Company's   contingency  plans  remain  available.   Management  has
            determined  that if a business  interruption as a result of the Year
            2000 issue occurred,  such an interruption  could be material to the
            Company's overall financial performance.


                                                      BankFirst Corporation | 15
<PAGE>

BankFirst Corporation


New            SFAS No. 133,  "Accounting for Derivative  Financial  Instruments
Accounting     and  Hedging  Activities".  SFAS No. 133  requires  companies  to
and Reporting  record  derivatives on the balance sheet as assets or liabilities
Requirements   at  fair  value.  Depending  on the  use of the  derivatives  and
               whether they qualify for hedge  accounting,  gains or losses from
               changes in the value of such derivatives would either be recorded
               as a  component  of net  income or as a change  in  stockholders'
               equity.  BankFirst  Corporation  is  required  to  adopt  the new
               standard as of January 1, 2001. Management has not yet determined
               the impact of this standard.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
--------------------------------------------------------------------------------

This information is disclosed in Item 2,  "Management's  Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations-  Liquidity  and  Capital
Adequacy".

Part II.- Other Information
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------------------------------------------------------

(a)  Exhibits

27  Financial  Data  Schedule  (filed  electronically  with the  Securities  and
Exchange Commission)

(b)  Reports on Form 8-K:

The Company filed two reports on Form 8-K during the reporting  period.  Both of
these reports on Form 8-K, as referred to below, are  specifically  incorporated
herein by reference:

1) The Company filed one report on Form 8-K, dated January 11, 2000,  announcing
that the Company's  Board of Directors had  authorized the Company to acquire up
to 500,000 shares of its Common Stock. A press release was issued on January 11,
2000 to describe  the event and the press  release was included as an exhibit to
the report on Form 8-K.

2) The Company  filed one report on Form 8-K,  dated March 21, 2000,  describing
various material risk factors that may affect the Company's business,  financial
condition, and operations.

SIGNATURES
--------------------------------------------------------------------------------

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

BANKFIRST CORPORATION

May 12, 2000               /s/ C. David Allen
                           -------------------------------------
                               C. David Allen
                           Chief Financial Officer and Secretary


                                                      BankFirst Corporation | 16