U. S.
SECURITIES AND EXCHANGE COMMISSION


WASHINGTON,
D. C. 20549




FORM
10-Q/A


(Amendment
No. 1)





x      QUARTERLY
REPORT UNDER SECTION 13 OR 15 (D)


OF
THE SECURITIES EXCHANGE ACT OF 1934





FOR
THE QUARTERLY PERIOD ENDED:   MARCH 31, 2009


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


OR


o       TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (D)


OF
THE SECURITIES EXCHANGE ACT OF 1934





COMMISSION
FILE NUMBER:    33-94288


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


THE
FIRST BANCSHARES, INC.


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


(EXACT
NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)


MISSISSIPPI
              64-0862173(STATE
      OF INCORPORATION)
              (I.R.S.
      EMPLOYER IDENTIFICATION NO.)
 
 
 6480
      U.S. HIGHWAY 98 WESTHATTIESBURG,
      MISSISSIPPI
                      39402(ADDRESS
      OF PRINCIPAL
                      (ZIP
      CODE)EXECUTIVE
      OFFICES)


(601)
268-8998


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


(ISSUER'S
TELEPHONE NUMBER, INCLUDING AREA CODE)




NONE


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


(FORMER
NAME, ADDRESS AND FISCAL YEAR, IF CHANGED SINCE LAST REPORT)





INDICATE
BY CHECK MARK WHETHER THE ISSUER: (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
o




INDICATE
BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER.  SEE DEFINITION OF
“ACCELERATED FILER AND LARGE ACCELERATED FILER” IN RULE 12B-2 OF THE EXCHANGE
ACT.





LARGE
ACCELERATED FILER  o                   ACCELERATED
FILER     o  NON-ACCELERATED
FILER   x




ON MARCH
31, 2009, 2,993,631 SHARES OF THE ISSUER'S COMMON STOCK, PAR


VALUE
$1.00 PER SHARE, WERE ISSUED AND OUTSTANDING.





TRANSITIONAL
DISCLOSURE FORMAT (CHECK ONE):





YES   o   NO  x




INDICATE
BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE
12B-2 OF THE EXCHANGE ACT):    YES   o   NO  x







Explanatory
Note





The First
Bancshares, Inc. (“The Company”) filed its quarterly report on Form 10-Q for the
quarter ended March 31, 2009 on May 20, 2009 (the “Original
Filing”).  The Company is filing this Amendment No. 1 on Form 10-Q/A
(this “Amendment”) to amend the certifications included as Exhibits 31 which
inadvertently referred to the filing as “Form 10-Q” instead of “quarterly report
on Form 10-Q” and which also on Item no. 4 inadvertently omitted “internal
control over financial reporting as (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) as well as incorrectly referring to the Company as “issuer”. No
revisions have been made to the Company’s financial statements or any other
disclosure contained in the Original Filing.





Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this
Amendment contains only the text amended in the Original Filing which constitute
new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.  Those sections or exhibits of the Original Filing that are
unaffected by this Amendment are not included herein.





This
Amendment continues to speak as of the date of the Original Filing, and the
Company has not updated the disclosure contained herein to reflect events that
have occurred since the filing of the Original Filing.  Accordingly,
this Amendment should be read in conjunction with the Company’s other filings,
if any, made with the Securities and Exchange Commission subsequent to the
filing of the Original Filing, including the amendments to those filings, if
any.








ITEM
6.  EXHIBITS





(a)  Exhibits





Exhibit
No.


___________





31.1      Certification
of principal executive officer pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002.





31.2      Certification
of principal financial officer pursuant
to Section 302 of the Sarbanes-Oxley Act of
2002.














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.







THE FIRST BANCSHARES,
      INC.June
      8, 2009
                By:
                /s/ DAVID
      E. JOHNSON(Date)
                
                David
      E. Johnson,Chief
      Executive Officer
 June
      8, 2009
            By:
            /s/ DEEDEE
      LOWERY(Date)
            
            DeeDee
      Lowery, ExecutiveVice President and Chief Financial
      Officer