Exhibit
31.2





Certificate
pursuant to Rule 13a-14(a) or 15d-14(a) of Securities Exchange


Act of
1934 as adopted pursuant to section 302 of Sarbanes-Oxley Act of


2002-Principal
Accounting and Financial Officer





I, DeeDee
Lowery, certify that:





1.  I
have reviewed this quarterly report on Form 10-Q of The First Bancshares,
Inc.;





2.  Based
on my knowledge, this 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 report;





3.  Based
on my knowledge, the financial statements, and other financial


information
included in this report, fairly present in all material


respects
the financial condition, results of operations and cash


flows
of the registrant as of, and for, the periods presented in


this
report;





4.  The
registrant's other certifying officer and I are responsible


for
establishing and maintaining disclosure controls and procedures


(as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal


control
over financial reporting (as defined in Exchange Act Rules


13a-15(f)
and 15d-15(f)) for the registrant and have:





(a)  Designed
such disclosure controls and procedures, or caused


such
disclosure controls and procedures to be designed under


our
supervision, to ensure that material information


relating
to the registrant, including its consolidated


subsidiaries,
is made known to us by others within those


entities,
particularly during the period in which this


report
is being prepared;





(b) Designed
such internal control over financial reporting, or caused such
 internal
control over financial reporting to be designed under our
 supervision,
to provide reasonable assurance regarding the reliability
 of
financial reporting and the preparation of financial statements for external
 purposes
in accordance with generally accepted accounting principles;





(c)  Evaluated
the effectiveness of the registrant's disclosure


controls
and procedures and presented in this report our


conclusions
about the effectiveness of the disclosure


controls
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's


internal
control over financial reporting that occurred


during
the registrant's most recent fiscal quarter (the


registrant's
fourth fiscal quarter in the case of an annual


report)
that has materially affected, or is reasonably


likely
to materially affect, the registrant's internal


control
over financial reporting; and








5.  The
registrant's other certifying officer and I have disclosed,


based
on our most recent evaluation of internal control over


financial
reporting, to the registrant's auditors and the audit


committee
of the registrant's board of directors (or persons


performing
the equivalent functions):





(a)  All
significant deficiencies and material weaknesses in the


design
or operation of internal control over financial


reporting
which are 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 involves management


or
other employees who have a significant role in the


registrant's
internal control over financial reporting.




Date:
      June 8, 2009
            By:
            /s/ DeeDee
      LoweryDeeDee
      Lowery, Executive VicePresident
      and Chief Financial Officer


A signed
original of this written statement required by Section 906, or


other
document authenticating, acknowledging or otherwise adopting the


signature
that appears in typed form within the electronic version of this


written
statement required by Section 906, has been provided to The First


Bancshares,
Inc., and will be retained by The First Bancshares, Inc., and


furnished
to the Securities and Exchange Commission or its staff upon


request.