EXHIBIT 31.2

FIRST FARMERS AND MERCHANTS CORPORATION

CertificationPURSUANT TO RULE 13A-14 OF THE

SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

I,Patricia N. McClanahan, certify that:

1)      I have reviewed this quarterly report on Form 10-Q ofFirst Farmers and Merchants Corporation;

2)      Based on my knowledge, this report does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the period coveredby this report;

3)      Based on my knowledge, the financial statements, andother financial information included in this report, fairly present in allmaterial respects the financial condition, results of operations and cash flowsof the registrant as of, and for, the periods presented in this report;

4)      The registrant's other certifying officer and I areresponsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controlover financial reporting (as defined in Exchange Act Rules 13a - 15(f) and15d-15(f)) for the registrant and have:

a.      Designed such disclosure controlsand procedures, or caused such disclosure controls and procedures to bedesigned under our supervision, to ensure that material information relating tothe registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

b.      Designed such internal controlover financial reporting, or caused such internal control over financialreporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation offinancial statements for external purposes in accordance with generallyaccepted accounting principles;

c.      Evaluated theeffectiveness of the registrant's disclosure controls and procedures and presentedin this report our conclusions about the effectiveness of the disclosurecontrols and procedures, as of the end of the period covered by this report,based on such evaluation; and

d.       Disclosed in this report any change in the registrant'sinternal control over financial reporting that occurred during the registrant'smost recent fiscal quarter that has materiallyaffected, or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and

5)      The registrant's other certifying officer and I havedisclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and audit committee of theregistrant's board of directors (or persons performing the equivalentfunctions):

a.       All significant deficiencies and material weaknessesin the design or operation of internal control over financial reporting whichare reasonably likely to adversely affect the registrant's ability to record,process, summarize and report financial information; and

b.       Any fraud, whether or not material, that involvesmanagement or other employees who have a significant role in the registrant'sinternal control over financial reporting.

Date        May 10, 2005                                               \s\ Patricia N. McClanahan                 

                                                                  Patricia N. McClanahan, Chief Financial Officer