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 quarter ended March 31, 1997 
                          Commission file number 0-10972


                      First Farmers and Merchants Corporation
    			   	  (Exact name of registrant as specified in its charter)


             Tennessee                               62-1148660 
   (State or other jurisdiction  
  of incorporation or organization)    		(I.R.S. Employer Identification No.)


		   816 South Garden Street
      Columbia, Tennessee                       38402 - 1148
 (Address of principal executive offices) 			    	(Zip Code)

 
                             (615) 388-3145
         				(Registrant's telephone number, including area code)



            (Former name, former address and former fiscal year,
             if changed since last report)


	    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      

    	Indicate the number of shares outstanding of each of the
  issuer's common stock, as of March 31, 1997.    1,400,000  shares


               				This filing contains   12  pages.

<PAGE>

PART 1 - FINANCIAL INFORMATION


Item 1. Financial Statements


	  The following unaudited consolidated financial statements of
   the registrant and its subsidiary for the three months ended
   March 31, 1997, are as follows:


  	Consolidated balance sheets - March 31, 1997, and December 31, 1996.

  	Consolidated statements of income - For the three months ended
   March 31, 1997, and March 31, 1996.

  	Consolidated statements of cash flows - For the three months
   ended March 31, 1997, and March 31, 1996.

<PAGE>
<TABLE>
            FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY          
                       CONSOLIDATED BALANCE SHEETS
                  MARCH 31, 1997 and DECEMBER 31, 1996 
<CAPTION>
ASSETS 	 	  	      	 	 	                                1997  	  	      1996

<S>                                               <C>             <C>
Cash and due from banks 	 	 	 	 	                 $ 	28,303,144 	 $ 	27,916,507 
Federal funds sold 	 	 	 	 	       	                 10,800,000 	 	      - 
Securities 	 	 	 	 	 	 	 	   
 Available for sale (amortized cost $60,023,095
  and $55,898,299 respectively) 	 	 	 	 	 	          59,796,800 	 	  56,141,535 
 Held to maturity (fair value $106,122,758 and 
  $119,226,021 respectively) 	 	 	 	 	 	            106,247,220 	  	118,541,750 
      Total securities 	 	 	 	 	 	                  166,044,020 		  174,683,285 
Loans, net of unearned income  	 	 	 	 	 	          306,270,015 		  303,732,044 
 Allowance for possible loan losses  	 	 	 	 	 	     (2,865,782) 		  (2,926,063) 
      Net loans 	 	 	 	 	 	                         303,404,233 	 	 300,805,981 
Bank premises and equipment, at cost less
 allowance for depreciation and amortization 	 	 	 	 	6,752,016 	 	   6,829,475 
Other assets 	 	 	 	 	 	                             15,038,857 	 	  15,094,426 

    TOTAL ASSETS 	 	 	 	 	                        $	530,342,270 	 $	525,329,674 

LIABILITIES 	 	 	 	 	 	 	 	 
 Deposits 	 	 	 	 	 	 	 	 
   Noninterest-bearing 	 	 	 	 	                  $ 	66,658,555 	 $ 	75,589,511 
   Interest-bearing (including certificates of
    deposit over $100,000: 1997 - $38,316,328;
    1996 - $39,129,547) 	 	 	 	 	                  	402,542,020 	 	 384,983,050 
      Total deposits 	 	 	 	                     	 	469,200,575 	 	 460,572,561 
 Federal funds purchased 	 	 	 	 	 	                     - 	 	        5,000,000 
 Dividends payable 	 	 	 	 	 	                           - 	 	          714,000 
 Accounts payable and accrued liabilities 	 	 	 	 	  	5,319,964 	 	   4,641,987 

    TOTAL LIABILITIES 	 	 	 	 	 	                   474,520,539 		  470,928,548 

 	 	 	 	 	 	 	 	 
STOCKHOLDERS' EQUITY 	 	 	 	 	 	 	 	 
 Common stock - $10 par value, authorized 
  4,000,000 shares; 1,400,000 shares issued and 
  outstanding                                       	14,000,000 	 	  14,000,000 
 Retained earnings 	 	 	 	 	 	                       41,957,509 	 	  40,255,185 
 Net unrealized gain (loss) on available-for-sale
  securities, net of tax 	 	 	 	 	 	                   (135,778) 	 	    145,941 
    TOTAL STOCKHOLDERS' EQUITY 	 	 	 	 	 	           55,821,731 		   54,401,126 

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  		$	530,342,270 	 $ 525,329,674 
                                          	 	 	 	 	 	UNAUDITED       	 	(A) 
<FN>
<F1>
(A) The Consolidated Balance Sheet at December 31, 1996, has been taken from
    the audited financial statements at that date. 	 	 	 	 	
</FN>	 	 	 
</TABLE>


<PAGE>

<TABLE>
                 	FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY
                        	CONSOLIDATED STATEMENTS OF INCOME
                                 	(Unaudited)
<CAPTION>
                                                         		 	March 31, 
                                                   	 	    1997        		1996  
INTEREST INCOME 				
<S>                                                 <C>           <C>
 Interest and fees on loans 	                       $ 	6,847,468 	$ 	6,931,271 
 Interest on investment securities 				
   Taxable interest 		                                 1,793,767 		  1,478,864 
   Exempt from federal income tax 		                     617,529 		    580,183 
   Dividends 		                                           44,178 		     37,951 
                                                     		2,455,474 		  2,096,998 
 Other interest income 		                                 59,236 		     23,956 
   TOTAL INTEREST INCOME 		                            9,362,178 		  9,052,225 
				
INTEREST EXPENSE  				
 Interest on deposits 		                               4,235,972 		  3,948,769 
 Interest on other short term borrowings 		               22,767 		     40,617 
				
   TOTAL INTEREST EXPENSE 		                           4,258,739 		  3,989,386 
				
   NET INTEREST INCOME 		                              5,103,439 		  5,062,839 
PROVISION FOR POSSIBLE LOAN LOSSES 		                    450,000 		    250,000 

   NET INTEREST INCOME AFTER 				
     PROVISION FOR LOAN LOSSES 		                      4,653,439		   4,812,839 

NONINTEREST  INCOME 				
 Trust department income 		                              374,710 		    335,208 
 Service fees on deposit accounts 		                     905,239 		    743,096 
 Other service fees and commissions 		                   180,734 		    149,736 
 Other operating income 		                               124,782 		     91,604 
 Investment securities gains (losses) 		                  (1,137) 		      - 
				
   TOTAL NONINTEREST INCOME 		                         1,584,328 		  1,319,644 
				
NONINTEREST  EXPENSES 				
 Salaries and employee benefits 		                     1,824,757 		  1,752,484 
 Net occupancy expense 		                                316,058 		    271,894 
 Furniture and equipment expense 		                      392,894 		    370,423 
 Other operating expenses 		                           1,445,600 		  1,252,448 
				
   TOTAL NONINTEREST EXPENSES 		                       3,979,309 		  3,647,249 

     INCOME BEFORE PROVISION FOR INCOME TAXES 		       2,258,458 		  2,485,234

PROVISION FOR INCOME TAXES 		                            556,134 		    777,319 

       NET INCOME  	                                $ 	1,702,324 	$ 	1,707,915 

EARNINGS PER COMMON SHARE 				
  (1,400,000 outstanding shares) 	                  $ 	     1.22 	$ 	     1.22 
</TABLE>

<PAGE>

<TABLE>
                FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 1997 and 1996
                                  (Unaudited)
              
<CAPTION>
		                                                                1997  	 	     1996
OPERATING ACTIVITIES 				
				
 <S>                                                        <C>           <C>
 Net income 	                                               $ 	1,702,324 	$ 	1,707,915 
 Adjustments to reconcile net income to net cash provided 				
  by operating activities 			
   Excess (deficiency) of provision for possible 				
    loan losses over net charge offs 		                          (60,281) 		      (624) 
   Provision for depreciation and amortization of 				
    premises and equipment 		                                    172,593 		    163,911 
   Provision for depreciation of leased equipment 		             208,600		        - 
   Amortization of deposit base intangibles 		                    60,743		      42,005 
   Amortization of investment security premiums, 				
    net of accretion of discounts 		                             136,972 		    135,993 
   Increase in cash surrender value of life insurance
    contracts 		                                                 (25,127) 		   (25,128) 
   Deferred income taxes 		                                      184,824 		    (19,815) 
    (Increase) decrease in 				
      Interest receivable 		                                    (268,431) 		  (458,746) 
      Other assets 		                                             82,772 		   (412,031) 
     Increase (decrease) in 				
      Interest payable 		                                        264,207 		     35,345 
      Other liabilities 		                                       334,699 		    750,284 

        TOTAL ADJUSTMENTS 		                                   1,091,571 		    211,194 

         NET CASH PROVIDED BY OPERATING ACTIVITIES		           2,793,895 		  1,919,109 

INVESTING ACTIVITIES 				

 Proceeds from maturities, calls, and sales of 				
  available-for-sale securities 		                                 2,510 		     15,405 
 Proceeds from maturities and calls of held-to-maturity
  securities 		                                               13,101,031 		 14,298,000 
 Purchases of investment securities 				
  Available-for-sale 		                                       (4,183,988) 	(29,356,073) 
  Held-to-maturity 		                                           (886,793) 		(3,214,341) 
 Net (increase) decrease in loans 		                          (2,537,971) 		 2,242,215 
 Purchases of premises and equipment 		                          (95,134) 		  (307,082) 
				
        NET CASH USED BY INVESTING ACTIVITIES 		               5,399,655		 (16,321,876) 

FINANCING ACTIVITIES 				

 Net increase (decrease) in noninterest-bearing 				
  and interest-bearing deposits 		                             8,628,014 		 18,606,541 
 Net increase (decrease) in short term borrowings		           (4,920,927) 	(11,352,500) 
 Cash dividends 		                                              (714,000) 		  (630,000) 

        NET CASH PROVIDED BY FINANCING ACTIVITIES		             2,993,087 		 6,624,041 

        INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		     11,186,637 		(7,778,726) 

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 		            27,916,507		 31,281,706 

CASH AND CASH EQUIVALENTS AT END OF PERIOD 	                 $ 39,103,144 $	23,502,980 

</TABLE>


<PAGE>








	The unaudited consolidated financial statements have been
prepared on a consistent basis and in accordance with the
instructions to Form 10-Q and 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 considered necessary for
a fair presentation have been included.  These adjustments were
of a normal, recurring nature and consistent with generally
accepted accounting principles.  For further information, refer
to the consolidated financial statements and footnotes included
in the Corporation's annual report on Form 10-K for the year
ended December 31, 1996.

<PAGE>

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


Material Changes in Financial Condition


	Average earning assets increased 3.9% in the first quarter of
1997 compared to a 3.3% increase in  the first quarter of 1996. 
As a financial institution, the Bank's primary earning asset is
loans.  At March 31, 1997, average net loans had grown 3.9% and
represented  63.6% of  average earning assets.  Average net
loans began a period of growth in the first quarter of 1996
showing a 4.6% growth that continued throughout last year and
the first quarter of this year.  Management believes this growth
is indicative of the strengthening of its presence in the four
county area in middle Tennessee that it serves.  Average
investments represented 36.4% of average earning assets at March
31, 1997, an increase of 3.8% in the first quarter of 1997. 
Average total assets were $523 million at the end of the first
three months of 1997 compared to $478 million at the end of the
first three months of 1996.  Period-end assets were $530.3
million compared to $525.3 million at December 31, 1996.  The
Bank maintains a formal asset and liability management process
to control interest rate risk and assist management in
maintaining reasonable stability in the gross interest margin as
a result of changes in the level of interest rates and/or the
spread relationships among interest rates.  The Bank uses an
earnings simulation model to evaluate the impact of different
interest rate scenarios on the gross margin.  Each month, the
Asset/Liability Committee monitors the relationship of rate
sensitive earning assets to rate sensitive interest bearing
liabilities (interest rate sensitivity) which is the principal
factor in determining the effect that fluctuating interest rates
will have on future net interest income.  Rate sensitive earning
assets and interest bearing liabilities are those which can be
repriced to current market rates within a defined time period. 
The following sections analyze the average balance sheet and the
major components of the period-end balance sheet.


SECURITIES

	Available-for-sale securities are an integral part of the
asset/liability management process.  As such, they represent an
important source of liquidity available to fund loans and
accommodate asset reallocation strategies dictated by changes in
bank operating and tax plans, shifting yield spread
relationships, and changes in configuration of the yield curve. 
At March 31, 1997, the Corporation's investment securities
portfolio had $59.8 million available-for-sale securities and
$106.2 million held-to-maturity securities.  This compares to
$56.1 and available-for-sale securities and $118.5 million
held-to-maturity securities at December 31, 1996.


LOANS

	The loan portfolio is the largest component of earning assets
and consequently provides the highest amount of revenues.  The
loan portfolio also contains, as a result of credit quality, the
highest exposure to risk.  When analyzing potential loans,
management assesses both interest rate objectives and credit quality
objectives in determining whether to make a given loan and the appropriate
pricing for that loan.  The Bank maintains a diversified portfolio in 
order to spread its risk and reduce its exposure to economic downturns 
which may occur in different segments of the economy or in particular 
industries.  The average loan portfolio increased $11.3 million or 3.9% 
in the first three months of 1997 compared to a $12.6 million or 4.6%
increase in the first three months of 1996.  This growth reflects the 
consistent loan demand in the service area. Commercial loans remained stable

<PAGE>

posting a 1.0% growth, personal loans remained steady, but loans secured
by real estate posted a 6.1% growth for the first three months of 1997.  An
asset/liability strategic decision to keep higher quality bank customer loans
secured by residential real estate in the portfolio rather than sell them in
the secondary market contributed to the increase in this type of loans.

	The Corporation's subsidiary loan review function and Special Assets 
Committee reviews lines of credit over $50,000.  After this review 
during the first quarter of 1997, loans totaling $3.2 million, 1.1% of 
the portfolio, were classified as other assets especially mentioned at 
March 31, 1997, which is down from the $3.4 million so classified at 
December 31, 1996.  Loans totaling $5.4 million, 1.8% of the portfolio, 
were classified as substandard at March 31, 1997, compared to $8.2 million 
so classified at December 31, 1996.  Loans totaling $1.6 million,
 .5% of the portfolio, were classified as doubtful at March 31,
1997, compared to $1.4 million at December 31, 1996.  Any loans
classified for regulatory purposes as loss, doubtful,
substandard, or special mention do not represent or result from
trends or uncertainties which management reasonably expects will
materially affect operating results, liquidity, or capital
resources.  Neither do such loans represent material credits
about which management is aware of any information which causes
management to have serious doubts as to the ability of such
borrowers to comply with the loan repayment terms.  Management
is not aware of any known trends, events or uncertainties that
will have or that are reasonably likely to have a material
effect on the corporation's liquidity, capital resources or
operations.  Loans having recorded investments of $5.7 million,
1.9% of the total portfolio, were identified as impaired at the
end of the first three months of 1997 compared to $5.1 million
at December 31, 1996. 

		The Bank is a party to financial instruments with off-balance-sheet 
risk in the normal course of business to meet the financing needs of its 
customers.  These financial instruments include commitments to extend 
credit and standby letters of credit.  Those instruments involve, to varying
degrees, elements of credit risk in excess of the amount recognized in the 
balance sheet.  The contract or notional amounts of those instruments 
reflect the extent of involvement the Bank has in those particular financial 
instruments.		

		The total outstanding loan commitments and stand-by letters of credit in 
the normal course of business at March 31, 1997, were $24,068,000 and 
$2,461,000, respectively.  Loan commitments are agreements to lend to a 
customer as long as there is not a violation of any condition established 
in the contract.  Standby letters of credit are conditional commitments 
issued by the Bank to guarantee the performance of a customer to a third 
party. Those guarantees are primarily issued to support public and private 
borrowing arrangements, including commercial paper, bond financing, and 
similar transactions.  The credit risk involved in issuing letters of credit 
is essentially the same as that involved in making a loan.

		The loan portfolio is well diversified with loans generally secured by 
tangible personal property, real property, or stock.  The loans are expected
to be repaid from cash flow or proceeds from the sale of selected assets of 
the borrowers.  Collateral requirements for the loan portfolio are based on 
credit evaluation of the customer.  It is management's opinion that there 
is not a concentration of credit risk in the portfolio.


<PAGE>


DEPOSITS

	The Corporation's subsidiary bank does not have any foreign offices and 
all deposits are serviced in its sixteen domestic offices, the newest of 
which opened during the first week of 1997.  The bank's average deposits 
grew during the first three months of 1997 reflecting a 4.0% growth compared 
to a 2.6% growth in the first quarter of 1996.  Short and medium term
rates remained competitive compared to longer term rates contributing to 
a 4.0% growth in average interest-bearing checking accounts and almost no 
growth in certificates of deposits less than $100,000 during the first 
quarter of 1997.  Savings deposits with limited transactions increased 14.9%
during the first three months of 1997.  Savings deposits have been strong 
historically providing a core, low cost, source of funding.  Certificates of 
deposit over $100,000 increased 12.1% in the first quarter of 1997.


CAPITAL

 	Average shareholders' equity remained strong totaling $55.5 million at 
March 31, 1997, a 6.5% increase from 1996 year end.  The Corporation and
the Bank are subject to federal regulatory risk-adjusted capital adequacy 
standards.  Failure to meet capital adequacy requirements can initiate 
certain mandatory, and possibly additional discretionary, actions by 
regulators that could have a direct material effect on the consolidated
financial statements of the Corporation and its subsidiary, the Bank.  
The regulations require the Bank to meet specific capital adequacy 
guidelines that involve quantitative measures of assets, liabilities, and 
certain off-balance-sheet items as calculated under regulatory accounting 
practices.  The capital classification is also subject to qualitative 
judgments by the regulators about components, risk weightings, and other 
factors. 

		Quantitative measures established by regulation to ensure capital adequacy 
require the Corporation and the Bank to maintain minimum amounts and ratios 
of Total Capital and Tier I Capital to risk-weighted assets and of average 
Tier I Capital to average assets.  Equity capital (net of certain adjustments
for intangible assets and investments in non-consolidated subsidiaries and 
certain classes of preferred stock are considered Tier 1 ("core") capital. 
Tier 2 ("total") capital consists of core capital plus subordinated debt,
some types of preferred stock, and varying amounts of the Allowance for 
Possible Loan Losses.  The minimum standard for a "well capitalized" 
bank is a risk-based core capital ratio of 6%, a risk-based total capital 
ratio of 10%, and a core capital to average total assets ratio of 5%.  As 
of  March 31, 1997, the Bank's total risk-based and core capital ratios were 
19.1% and 18.1% respectively.  The comparable ratios were 18.6% and 17.6%
at year end, 1996.  As of  March 31, 1997, the Corporation's total risk-based
and core capital ratios were 19.2% and 18.3% respectively.  The comparable 
ratios were 18.7% and 17.7% at year end, 1996.  At March 31, 1997, the Bank
and the Corporation had a ratio of average core capital to average total 
assets of 10.4% and 10.1%, respectively, compared to 10.4% and 10.1% at
December 31, 1996.  Management believes, as of March 31, 1997, that the
Corporation and the Bank meet all capital adequacy requirements to which 
they are subject.  The Bank's calculated risk-adjusted capital ratios 
exceeded the minimum standard for a "well capitalized" bank.  Most of the
capital needs of the Bank have historically been financed through internal 
growth. 


<PAGE>


Material Changes in Results of Operations

 	Total interest income was 3.4% higher in the first quarter of 1997 than
the first quarter of 1996.  Interest and fees earned on loans remained 
stable decreasing only 1.2% despite a five basis point decline in average 
yield that was influenced some by a large collection of non-accrual income 
in the first quarter of 1996.  Interest earned on investment securities and
other investments increased 18.6% in the first quarter of 1997 due entirely
to increased volume as the average tax equivalent yield held steady at 6.5%.

 	Total interest expense increased 6.8% in the first quarter of 1997 
compared to the first quarter of 1996 due mostly to the increase in 
interest-bearing deposits, part of which can be attributed to an acquisition 
in the second quarter of 1996.  However, the total cost of interest-bearing 
deposits remained steady all last year and the first quarter of this year
under monthly monitoring by the Asset/Liability Committee.  As a policy, 
budgeted financial goals are monitored on a monthly basis by the 
Asset/Liability Committee where the actual dollar change in net interest 
income given different interest rate movements is reviewed.  A negative 
dollar change in net interest income for a twelve month period of less than 
3% of net interest income given a three hundred basis point shift in 
interest rates is considered an acceptable rate risk position.  The net
interest margin, on a tax equivalent basis, at March 31, 1997 and 1996 
was 4.6% and 4.9% respectively.

 	Net interest income on a fully taxable equivalent basis is influenced 
primarily by changes in:  (1) the volume and mix of earning assets and 
sources of funding; (2) market rates of interest, and (3) income tax rates.  
The impact of some of these factors can be controlled by management policies 
and actions.  External factors also can have a significant impact on changes
in net interest income from one period to another.  Some examples of such 
factors are: (1) the strength of credit demands by customers; (2) Federal 
Reserve Board monetary policy, and (3) fiscal and debt management policies 
of the federal government, including changes in tax laws. 

	The analysis and review of asset quality by the Corporation's subsidiary 
loan review function and Special Assets Committee also includes a formal 
review that is prepared quarterly to assess the risk in the loan portfolio 
and to determine the adequacy of the allowance for loans losses.  This review
supported management's assertion that the allowance was adequate at 
March 31, 1997.  Additions to the allowance during the first quarter of 1997 
were 80% higher than the first quarter of 1996. 

	There were no write downs of other real estate associated with declines 
in real estate values subsequent to foreclosure and disposition of the 
properties at less than their carrying value during the first quarter of 
1997.  The carrying value of Other Real Estate is included in other assets 
on the face of the balance sheet and represents real estate acquired through
foreclosure and is stated at the lower of cost or fair value minus cost 
to sell.  An allowance for other real estate owned is not maintained.  
Historically, and at the present time, parcels have not remained in this 
category for long periods of time and any decreases or losses associated 
with the properties have been charged to current income.  Management 
evaluates properties included in this category on a regular basis.  Actual
foreclosures were included in the carrying value for Other Real Estate at 
March 31, 1997, and totaled $400 thousand which compares to $462 thousand 
at March 31, 1996.

<PAGE>

	Noninterest income increased 20.1% during  the first quarter of 1997 led 
by the increase in service charges from new and acquired customers.  Use 
of the Bank's check card generates fee income from the clearing agent for 
the electronic transaction even though no service fee is charged to Bank 
customers for its use.  Income from fiduciary services provided in the 
Bank's Trust Department remained strong. 

	Noninterest expenses, excluding the provision for possible loan losses, 
increased 9.1% in the first quarter of 1997.  A new branch office was opened
in the first quarter of 1997 contributing to a 16.2% increase in net 
occupancy expense.

	Net income remained stable in the first quarter of 1997 coming in under the 
first quarter of 1996 only .4%. The increase in interest income was large 
enough to offset most of the volume related increase in interest expense.  
The strong increase in noninterest income was sufficient to cover the 
increase in noninterest expense; but, the increase in additions to the 
allowance for loan and lease losses was only partially offset by a reduction 
in taxes.  The current year tax reduction resulted from the sale of 
repossessed property in other real estate that had unrecognized tax benefits.


<PAGE>

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.






                     FIRST FARMERS AND MERCHANTS CORPORATION
                                   (Registrant)






Date  May 8, 1997             			      /s/ Waymon L. Hickman
                                   								Waymon L. Hickman,
                                 								Chairman of the Board
                      							          (Chief Executive Officer)




Date  May 8, 1997                     /s/ Patricia N. McClanahan       
                                  								Patricia N. McClanahan,
                                       									Treasurer
                       							        (Principal Accounting Officer)