FIRST FARMERS AND MERCHANTS CORPORATION

(Registrant)



I, T. Randy Stevens, President and Chief Executive Officer of the Corporation, certify that:

|1) | I have reviewed this annual report on Form 10-K for First Farmers and Merchants Corporation;                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;   
|3) | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Corporation as of, and for, the periods presented in this annual report;                    
|4) | The Corporation's other certifying officer and myself are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Corporation and have:
|   | a.                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                         
|   | c.                                                                                                                                                                                                                                                                                                                         
|   | d.                                                                                                                                                                                                                                                                                                                         
|5) | The Corporation's other certifying officer and myself have disclosed, based on our most recent evaluation, to the Corporation's auditors and the audit committee of Bank's Board of Directors:                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                         

|Date | March 15, 2004 | __________/s/ T. Randy Stevens_________________        
|---- | -------------- | -------------------------------------------------------
|     |                | T. Randy Stevens, Chief Executive Officer and President





FIRST FARMERS AND MERCHANTS CORPORATION

(Registrant)



Certification - Chief Financial Officer

I, Patricia N. McClanahan, Chief Financial Officer of the Corporation, certify that:

|1) | I have reviewed this annual report on Form 10-K for First Farmers and Merchants Corporation;                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2) | Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;   
|3) | Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Corporation as of, and for, the periods presented in this annual report;                    
|4) | The Corporation's other certifying officer and myself are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the Corporation and have:
|   | a.                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                         
|   | c.                                                                                                                                                                                                                                                                                                                         
|   | d.                                                                                                                                                                                                                                                                                                                         
|5) | The Corporation's other certifying officer and myself have disclosed, based on our most recent evaluation, to the Corporation's auditors and the audit committee of Bank's Board of Directors:                                                                                                                             
|   | a.                                                                                                                                                                                                                                                                                                                         
|   | b.                                                                                                                                                                                                                                                                                                                         



|Date | March 15, 2004 | _____/s / Patricia N. McClanahan __________                  
|---- | -------------- | -------------------------------------------------------------
|     |                | Patricia N. McClanahan, Chief Financial Officer and Treasurer