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 September 30, 1995  

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     		(I.R.S. Employer Identification No.)
of incorporation or organ-
ization)


 
		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 September 30, 1995.    1,400,000 shares



				This filing contains   11  pages.

<PAGE>

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements


	The following unaudited consolidated financial statements of
the registrant and its subsidiary for the nine months ended
September 30, 1995, are as follows:


	Consolidated balance sheets - September 30, 1995, and December
31, 1994


	Consolidated statements of income - For the three months and
nine months ended September 30, 1995, and September 30, 1994


	Consolidated statements of cash flows - For the nine months
ended 	September 30, 1995, and September 30, 1994

<PAGE>

<TABLE>
            FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY 	 	      
                       	 	 	 	 	 	 
                       CONSOLIDATED BALANCE SHEETS            

                SEPTEMBER 30, 1995 and DECEMBER 31, 1994         
<CAPTION>
           ASSETS 	           	       	 	 	 	1995  	          	1994  


<S>                                    <C>               <C>
Cash and due from banks 	 	 	 	       	$ 	23,214,903 	   $ 	26,735,526 
Federal funds sold 	 	 	 	 	 	                - 	              	- 
Securities 	 	 	 	 	 	 	 	 
  Available for sale (amortized
   cost $10,960,928 and 
   $12,646,156 respectively) 	 	   	 	 	 	11,050,948     	 	12,565,226 
  Held to maturity (fair value 
   $129,826,110 and $138,892,331
   respectively)              	 	 	 	 	 	128,696,976 	    	143,061,031 

        Total securities 	 	 	 	      	 	139,747,924 	    	155,626,257 
Loans, net of unearned income  	 	 	 	  	287,152,888 		    262,694,120 
  Allowance for possible loan losses 	 	 	(2,612,572) 	    	(2,342,290) 

        Net loans 	             	 	 	 	 	284,540,316    	 	260,351,830 
Bank premises and equipment, at cost
 less allowance for depreciation 	 	 	 	 	 	 	 	 
 and amortization  	 	 	 	              	 	6,221,955 	      	6,193,080 
Other assets 	 	                   	 	 	 	11,294,500 	 	    11,887,492 

        TOTAL ASSETS         	 	 	 	 	$ 	465,019,598 	  $ 	460,794,185 


           LIABILITIES 	 	 	 	 	 	 	 	 

Deposits 	 	 	 	 	 	 	 	 
 Noninterest-bearing 	 	 	          		$  	59,565,599 	  $  	61,845,878 
 Interest-bearing (including
  certificates of deposit over
  $100,000: 1995 - $34,055,940;
  1994 - $26,169,831)  	 	              	350,689,333 	    	343,306,545 

        Total deposits        	 	 	 	 	 	410,254,932 	    	405,152,423 
Federal funds purchased 	 	 	 	         	 	1,800,000      	 	7,000,000 
Dividends payable 	 	 	 	                       	 	0 	 	       574,000 
Accounts payable and accrued
 liabilities 	 	 	 	 	                    	5,199,039 	 	     4,239,636 

          TOTAL LIABILITIES 	 	   	 	 	 	417,253,971 	    	416,966,059 

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 	 	 	 	 	             	33,711,614 	     	29,876,683 
 Net unrealized loss on available-for-
  sale securities, net of tax      	 	 	 	 	 	54,013 	 	       (48,557) 

        TOTAL STOCKHOLDERS' EQUITY 	   	 	47,765,627 	     	43,828,126 

          TOTAL LIABILITIES AND 
           STOCKHOLDERS' EQUITY 	 	 		$ 	465,019,598 	  $ 	460,794,185 

                               	 	 	 	 	 	UNAUDITED 	         	(A) 
<FN>
<F1>
(A) The Consolidated Balance Sheet at December 31, 1994, 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>
                                        	 	THREE MONTHS ENDED 	     	 	   	NINE MONTHS ENDED 	 	 
                                           	 	SEPTEMBER 30, 	 	 	            	SEPTEMBER 30, 	 	 
                                       	 	1995  	 	       1994  	 	       1995  	 	      1994  

INTEREST INCOME 	 	 	 	 	 	 	 	 
 <S>                                    <C>             <C>             <C>            <C>
 Interest and fees on loans         	   $ 	6,619,392 	  $ 	5,327,183 	  $	19,030,696 	 $	15,293,284 

 Interest on investment securities 	 	 	 	 	 	 	 	 
  Taxable interest 	 	 	 	 	 	 	 	 
   Available-for-sale 	 	                    141,051 	 	     354,355        	395,039 	 	    865,120
   Held-to-maturity 	 	                    1,370,750 	 	   1,503,464      	4,344,285 	 	  4,604,808 
  Exempt from federal income tax 	          	539,137 	 	     554,009 		    1,619,024 	 	  1,623,424 
  Dividends 	 	                               41,895 	 	      35,945 	 	     136,080 	 	    161,213 
                                        	 	2,092,833 	 	   2,447,773 	 	   6,494,428 	 	  7,254,565 
 Other interest income 	 	                     7,987 	 	      25,451 	 	      80,085 		      94,300 

          TOTAL INTEREST INCOME 	 	        8,720,212 	 	   7,800,407 		   25,605,209 	 	 22,642,149 

INTEREST EXPENSE  	 	 	 	 	 	 	 	 
 Interest on deposits 	 	                  3,897,170 	 	   3,248,157 		   11,297,793 	 	  9,355,998 
 Interest on other short term 
  borrowings 	                            	   41,430 	 	      24,060	 	      151,886 	 	     50,540 
          TOTAL INTEREST EXPENSE 	 	       3,938,600 	 	   3,272,217 		   11,449,679 	 	  9,406,538 
          NET INTEREST INCOME 	 	          4,781,612 	 	   4,528,190 		   14,155,530 	 	 13,235,611 
PROVISION FOR POSSIBLE LOAN LOSSES 	 	       180,000 	 	     225,000 		      465,000 	 	    540,000 

          NET INTEREST INCOME AFTER
           PROVISION FOR LOAN LOSSES      	4,601,612 	    	4,303,190 	 	  13,690,530 	 	 12,695,611 

NONINTEREST  INCOME 	 	 	 	 	 	 	 	 
 Trust department income 	 	                 256,724 	 	     252,292 	 	     926,143 		     804,787 
 Service charges on deposits accounts    	 	 682,633 	 	     585,239	 	    1,949,693 	 	  1,742,001 
 Other service charges, commissions, 
  and fees 	 	                               100,732 		       59,822 	 	     210,305 	 	    275,414 
 Other operating income 	 	                   83,437 	 	      87,608 	 	     249,107 		     242,679 
 Investment securities gains (losses) 	 	      3,530 	 	    (161,012)	 	       1,182 	 	   (229,598) 
          TOTAL NONINTEREST INCOME 	 	     1,127,056 	 	     823,949 		    3,336,430 	 	  2,835,283 

NONINTEREST  EXPENSES 	 	 	 	 	 	 	 	 
 Salaries and employee benefits 		         1,669,796 		    1,534,157		     4,908,260 		   4,577,545 
 Net occupancy expense 		                    316,028 		      302,501 		      910,608		      928,976 
 Furniture and equipment expense 		          324,315 		      245,704		       997,937 		     723,626 
 Loss on other real estate 		                      0 		            0 		       50,724 		       4,000 
 Other operating expenses 		               1,247,383 		    1,218,211		     3,939,467 		   3,592,522 
          TOTAL NONINTEREST EXPENSES 	 	   3,557,522      	3,300,573 	 	  10,806,996 	 	  9,826,669 

          INCOME BEFORE PROVISION FOR 	 	 	 	 	 	 	 	 
           INCOME TAXES 	 	                2,171,146 	 	   1,826,566	 	    6,219,964 	 	  5,704,225 

PROVISION FOR INCOME TAXES 	 	               680,609 	 	     508,942 	 	   1,783,034 		   1,604,073 

          NET INCOME  	                 $ 	1,490,537 	  $ 	1,317,624 	  $ 	4,436,930 	 $ 	4,100,152 

EARNINGS PER COMMON SHARE 	 	 	 	 	 	 	 	 

 (1,400,000 outstanding shares) 	       $ 	     1.06 	  $ 	     0.94 	  $ 	     3.17 	 $ 	     2.93 
</TABLE>

<PAGE>

<TABLE>
                  FIRST FARMERS AND MERCHANTS CORPORATION AND SUBSIDIARY 

                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                     NINE MONTHS  ENDED SEPTEMBER 30, 1995 and 1994        
                                   	(Unaudited)          		
<CAPTION>				
                                                               		1995     		      1994  
OPERATING ACTIVITIES 				

 <S>                                                       <C>             <C>
 Net income 	                                              $ 	4,436,930 	  $ 	4,100,152 
 Adjustments to reconcile net income to net 
  cash provided by operating activities 				
   Excess (deficiency) of provision for 
    possible loan losses over net charge offs           		      270,282 		      261,304 
   Provision for depreciation and amortization
    of premises and equipment 		                                484,654 		      398,968 
   Amortization of deposit base intangibles           		        126,015		       126,015 
   Amortization of investment security premiums, 				
    net of accretion of discounts 		                            313,505 		      436,416 
   Increase in cash surrender value of life
    insurance contracts 		                                      (50,785) 		     (67,759) 
   Deferred income taxes 		                                    (106,248) 		    (133,969) 
  (Increase) decrease in 				
    Interest receivable 	                                     	(396,882)     		(781,218) 
    Other assets 	                                           	1,123,463 		    1,414,095 
   Increase (decrease) in 				
    Interest payable                                           	260,517 		      (15,206) 
   Other liabilities 		                                         698,886 		      761,666 

          TOTAL ADJUSTMENTS 		                                2,723,407 		    2,400,312 

          NET CASH PROVIDED BY OPERATING 
           ACTIVITIES                                       		7,160,337   		  6,500,464 

INVESTING ACTIVITIES 				

 Proceeds from maturities, calls, and sales of 				
  available-for-sale securities 		                            7,210,554   		 16,586,963 
 Proceeds from maturities and calls of 
  held-to-maturity securities 		                             14,748,992   		  7,358,830 
 Purchases of investment securities 				
  Available-for-sale 		                                      (3,143,100)   		(1,033,500) 
  Held-to-maturity 		                                        (3,251,618) 	 	(29,740,043) 
 Net increase in loans 	                                   	(24,458,768)  		(11,429,030) 
 Purchases of premises and equipment 		                        (513,529) 		    (316,840) 

          NET CASH USED BY INVESTING ACTIVITIES  	          	(9,407,469) 		 (18,573,620) 

FINANCING ACTIVITIES 				

 Net increase in noninterest-bearing and 
  interest-bearing deposits 		                                5,102,509 	     8,960,664 
 Net increase (decrease) in short term 
  borrowings                                               		(5,200,000) 		   5,390,958 
 Cash dividends 		                                           (1,176,000) 		  (1,071,000) 

          NET CASH PROVIDED BY FINANCING ACTIVITIES   		     (1,273,491) 		  13,280,622 

          INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 		(3,520,623) 	  	 1,207,466 

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 		            26,735,526		    23,042,168 

CASH AND CASH EQUIVALENTS AT END OF YEAR 	                $ 	23,214,903 	  $	24,249,634 

</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.  For further
information, refer to the consolidated financial statements and
foornotes included in the Corporation's annual report on Form
10-K for the year ended December 31, 1994.

<PAGE>

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

Material Changes in Financial Condition

	Average total assets were $462 million at the end of the first
nine months of 1995 compared to $452 million at the end of the
first nine months of 1994.  Period-end assets were $465 million
compared to $460.7 million at December 31, 1994, and $450.7 at
September 30, 1994.  The following sections analyze the average
balance sheet and the major components of the period-end balance
sheet.


SECURITIES

	At September 30, 1995, the Corporation's investment securities
portfolio had  $11.1 million available-for-sale securities and
$128.7 million held-to-maturity securities.  This compares to
$12.5 and $13.6 million available-for-sale securities and $143.0
and $142.8 million held-to-maturity securities at December 31,
1994, and September 30, 1994, respectively.  The liquidity
portion of the current portfolio, $11.1 million or 8% of the
total portfolio, is an integral part of the asset/liability
management process.  As such, it represents 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.  Items held for these
purposes were classified as "available-for-sale" after the
adoption of Financial Accounting Standards No. 115 (SFAS 115),
"Accounting for Certain Investments in Debt and Equity
Securities", and are reported at fair value, with unrealized
gains and losses excluded from earnings and reported as a
separate component of stockholders' equity.  Net unrealized
gains on available-for-sale securities were $90 thousand at
September 30, 1995.  The management of the Corporation's
subsidiary bank has the positive intent and ability to hold to
maturity the 92% balance of the portfolio and these securities
are reported at amortized cost.  The 8% liquidity portion of the
current portfolio is the same as it was at year end but down
slightly from 9% of the portfolio at the end of the third
quarter last year.  The liquidity portion of the current
securities portfolio has declined during the first three
quarters of 1995 because those funds were used to fund expanding
loan growth.   


LOANS

	The average loan portfolio of the Corporation's subsidiary
increased $25 million or 10.1% in the first nine months of 1995
compared to an $11.7 million or 5% increase in the first nine
months of 1994.  This growth reflects the expanded loan demand
in the service area.  Commercial loans posted the largest
increase, 19.1% during the first three quarters of 1995. 
Personal loans  increased 13.9% during the first three quarters
of 1995, while loans secured by real estate posted a 7% growth
for the first nine months of 1995.


	The Corporation's subsidiary loan review function and Special
Assets Committee reviewed approximately 50% of the average
dollar value of the loan portfolio during the first nine months
of 1995.  After this review, loans totaling $2.4 million, .8% of
the portfolio, were classified as other assets especially
mentioned at September 30, 1995, which is down from the $3.9
million so classified at December 31, 1994.  Loans totaling
$10.1 million, 3.5% of the portfolio, were 


<PAGE>

classified as substandard at September 30, 1995, compared to 
$12.5 million so classified at December 31, 1994.  Loans totaling 
$2.8 million, 1% of the portfolio, were classified as doubtful at
September 30, 1995, compared to $.9 million at December 31, 1994. 
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 totaling $5.5 million, 2% of the total
portfolio, were nonperforming at the end of the first nine
months of 1995 compared to $2.6 million at December 31, 1994. 
Nonperforming loans are those which are accounted for on a
non-accrual basis.  Interest accruals are discontinued when, in
the opinion of management, it is not reasonable to expect that
such interest will be collected.


DEPOSITS

	Average deposits of the Corporation's subsidiary were $408.4
million for the first nine months of 1995 compared to $404.4 and
$404.7 for the year ended December 31, 1994 and for the first
nine months of 1994, respectively.  Short and medium term rate
increases prompted depositors to move money out of interest-bearing
checking accounts which resulted in the average transaction
interest-bearing  deposits to decrease 13.2% during the first
three quarters of 1995 while longer term interest-bearing
products like certificates showed increases.  Certificates of
deposit under $100,000 increased 6.5% and certificates of
deposit over $100,000 increased 23.9% during the first three
quarters of 1995.


CAPITAL

 	Average shareholders' equity was $46.1 million at September
30, 1995, compared to $41.8 million at December 31, 1994, an
increase of 10.2%.  This compares to an increase of 9.9% during 
the first nine months of 1994.  Most of the capital needs of the
Corporation's subsidiary bank have historically been financed 
through internal growth. 

	At September 30, 1995, the Corporation had an equity capital to
asset ratio of 10.0% compared to a 9.3% ratio at December  31,
1994 and an 9.1% ratio at September 30, 1994.  At the close of
the first nine months of 1995, additional dividends of
approximately $12.5 million to the Corporation could have been
declared by the subsidiary bank without regulatory agency
approval.

	Regulatory risk-adjusted capital adequacy standards were
strengthened during 1993.  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 

<PAGE>

capital ratio of 10%, and a core capital to
average total assets ratio of 5%.  As of  September 30, 1995,
the Bank's core and total risk-based ratios were 16.9% and 17.8%
respectively.  The comparable ratios were 16.2% and 17.1% at
year end, 1994.  At September 30, 1995, the Bank had a ratio of
average core capital to average total assets of 9.8% compared to
9.0% at December 31, 1994.


Material Changes in Results of Operations

	During the first nine months of 1995, the Corporation's
consolidated income totaled $4.4 million compared to $4.1
million for the first nine months of 1994.  The Corporation's
total interest income during the first nine months of 1995 was
$25.6 million compared to $22.6 million during the first nine
months of 1994.  This was an increase of 13.1%.  Loan income was
up 24.4%, while investment income showed a decrease of 10.5%. 
Maturities and sales of securities have been a source of funds
for the strong loan growth discussed earlier. 

	Interest expense increased 21.7% during the first nine months
of 1995.  The net interest margin (tax equivalent net interest
income divided by average earning assets annualized) for the
nine months ended September 30, 1995, was 4.8%, compared to 4.7%
at December 31, 1994, and 4.6% for the corresponding period in
1994.  

	The provision for loan losses was $465,000 for the first nine
months of 1995 compared to $540,000 for the first nine months of
1994, which was a 13.9% decrease.  The amount of the additions
to the allowance for loan losses charged to operating expenses
was based on the following factors:  (a) national and local
economic factors; (b) past experience; and (c) Loan Review and
Special Assets Committee review governed by the provisions of 
Statement of Financial Accounting Standards No. 114 (SFAS
114/118), "Accounting for Impaired Loans".  Charge offs of $394
thousand exceeded recoveries of $199 thousand resulting in net
charge offs of $195 thousand for the first nine months of 1995,
compared to net charge offs of $279 thousand for the first nine
months of 1994.  The ratio of net charge offs to net average
loans outstanding has been less than .5% for the last five years
and below the usual ratio for the industry.


	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 third quarter of 1995.  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 are included in the carrying value for Other Real
Estate at September 30, 1995, and total $500 thousand which
compares to $545 thousand and $556 thousand at December 31,
1994, and September 30, 1994, respectively.


	Non-interest income increased 17.7% during the first nine
months of 1995 compared to the same period of 1994.  Fee income
from providing fiduciary services is included in this total 


<PAGE>

and increased over 15%   Non-interest expense increased 9.9% during
the first nine months of 1995 compared to the same period of
1993.  The largest increase was in furniture and equipment
expense which increased 37.9% and includes expenses related to
the new data processing and communication network technology
upgrade completed in the last quarter of 1994.  

<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  November 10, 1995        			      /s/ Waymon L. Hickman              
                                   								 Waymon L. Hickman,
                                       									President
                           								     (Chief Executive Officer)




Date  November 10, 1995    			         /s/ Patricia N. McClanahan       
                                   								Patricia N. McClanahan,
                                       									Treasurer
                              								(Principal Accounting Officer)