`U.S. SECURITIES AND EXCHANGE COMMISSION
                                                    WASHINGTON, D.C. 20549

                                                           FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

                                                              OR

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

                                                 Commission file no. 33-94288

                                                  THE FIRST BANCSHARES, INC.
                                      --------------------------------------------------
                                    (Exact name of registrant as specified in its charter)

                 Mississippi                                                        64-0862173
-------------------------------------------------            ---------------------------------------------------------
         (State or Other Jurisdiction of                              (I.R.S. Employer Identification Number)
         Incorporation or Organization)

           6480 U.S. Hwy. 98 West
           Hattiesburg, Mississippi                                                     39402
------------------------------------------------             ---------------------------------------------------------
     (Address of principal executive offices)                                          (Zip Code)

Issuer's telephone number:                   (601) 268-8998
                                ----------------------------------------------------

Securities registered under Section 12(b) of the Exchange Act:

                                                                       Name of Each Exchange on
             Title of Each Class                                           Which Registered
             -------------------                                       -------------------------

         Common Stock, $1.00 par value                                   NASDAQ Stock Market, LLC
-----------------------------------------------                    -------------------------------------

Securities registered pursuant to Section 12(g) of the Act:  None`

---

`Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in rule 405 of the Securities Act.

Yes                        No      X
   -------------             ----------

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d)
of the Act.

Yes                        No      X
   -------------             ----------

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act from their obligations under those Sections.

         Indicate by check mark whether  the registrant  (1) has filed all reports required to be filed by Section 13 or
15(d) of the 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 by check mark  if  disclosure of delinquent filers in response to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K   [ X ]

         Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).      Yes [  ]      No  [ X ]

         Indicate by check mark whether the registrant is a large accelerated file, an accelerated filer,  a non-accelerated
filer, or a smaller reporting company.  See the definitions of "large accelerated filer," "accelerated filer," and "smaller
reporting company" in Rule 12b-2 of the Exchange Act  (Check one):

Large accelerated filer       Accelerated filer      Non-accelerated filer      Smaller reporting company   X
                        ----                   -----                       ----                           -----

         Based on the price at which the registrant's Common Stock was last sold at March 24, 2009, at that date, the
aggregate market value of  the registrant's  Common Stock held by non-affiliates of the registrant (assuming solely for the
purposes of this calculation that all directors and executive officers of the registrant are "affiliates") was  $27,431,851.

         State the number of shares outstanding of each of the registrant's classes of common stock, as of the latest
practicable date.  2,990,201 on March 26, 2009.

                                            DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated by reference to Parts II and III of the Form 10-K report:
Proxy Statement dated April 16, 2009, and the Annual Report to the Stockholders for the year ended December 31, 2008.`

---

`EXPLANATORY NOTE


      The First Bancshares, Inc. (the "Company") filed its Annual Report on Form 10-K for the year ended
December 31, 2008 on March 31, 2009 (the "Original Filing"). The Company is filing this Amendment No. 1 on Form
10-K/A (this "Amendment") to amend the certifications included as Exhibits 31 which inadvertently referred
to the Company as a "small business issuer" in the Original Filing.  Exhibit 31 is hereby being amended
to refer to the Company as the "registrant."  The Company is also including certifications found in Exhibit 32.
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.`

---

PART IV

The following exhibits are furnished
(or incorporated by reference):

`Exhibit Number          Description
   --------------          -----------

         31                Rule 13a-14(a)/15d-14(a) Certifications

         32                Section 1350 Certifications`

---

`SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                                              THE FIRST BANCSHARES, INC.


Date: May 6, 2009                                             By:   /s/ David E. Johnson
                                                                  -------------------------------------------------------
                                                                    David E. Johnson
                                                                    Chief Executive Officer (Principal Executive Officer)

Date: May 6, 2009                                             By:   /s/ Dee Dee Lowery
                                                                  -------------------------------------------------------
                                                                    Dee Dee Lowery
                                                                    Executive VP and Chief Financial Officer
                                                                    (Principal Financial and Principal Accounting Officer)


         In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

SIGNATURES                                           CAPACITIES                             DATE
----------                                           ----------                             ----

 /s/ David E. Johnson                                Chairman, CEO                           May 6, 2009
-------------------------------------                Director (Principal
                                                     Executive Officer)


 /s/ Dee Dee Lowery                                  Executive VP & Chief Financial          May 6, 2009
-------------------------------------                Officer (Principal Financial
                                                     and Accounting Officer)`