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

                                                    FORM 10-KSB/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, 2006

                                                        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.
                                --------------------------------------------------
                                  (Name of Small Business Issuer 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
----------------------------------------------------------------------------------------------------------------------------------
                                                         (Title of Class)`

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`Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Exchange Act during the past 12 months (or for such shorted 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
    -------------       ----------

         Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B in this
form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB. [  ]

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

         State issuer's revenues for its most recent fiscal year. $25,998,736.

         The aggregate market value of  the Common Stock held by non-affiliates of the Company on March 23, 2007,
was  $54,441,670.  This calculation is based upon an estimate of the fair market value of the Common Stock  of
$24.50 per share.  The stock is listed and traded on the NASDAQ Stock Market, LLC (Global Market) under the
symbol, FBMS.

         State the number of shares outstanding of each of the issuer's classes of common equity, as of the
latest practicable date.  2,983,045 on March 23, 2007.

                                        DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the following documents are incorporated by reference to Parts II and III of the Form 10-KSB
report: Proxy Statement dated April 12, 2007, and the Annual Report to the Stockholders for the year ended
December 31, 2006.

         Transitional Small Business Disclosure Format. (Check one):

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

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`THE FIRST BANCSHARES, INC.
                                                    FORM 10-KSB
                                                 TABLE OF CONTENTS


                                                                                                               Page


                                                       PART I

ITEM 1.  BUSINESS.............................................................................................1
ITEM 2.  DESCRIPTION OF PROPERTY..............................................................................9
ITEM 3.  LEGAL PROCEEDINGS....................................................................................9
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................................................10

                                                       PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................................10
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION...........................................10
ITEM 7.  FINANCIAL STATEMENTS................................................................................10
ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE................10
ITEM 8A  CONTROLS AND PROCEDURES ............................................................................10
ITEM 8B  OTHER INFORMATION...................................................................................10

                                                      PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS, AND
         CORPORATE GOVERNANCE;  COMPLIANCE WITH SECTION 16(a) OF THE
         EXCHANGE ACT........................................................................................11
ITEM 10. EXECUTIVE COMPENSATION..............................................................................11
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
         MANAGEMENT AND RELATED STOCKHOLDER MATTERS..........................................................11
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE...........................11
ITEM 13. EXHIBITS ...........................................................................................12
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES .............................................................12`

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THE FIRST BANCSHARES,
INC.

FORM 10-KSB/A

PART I

This Amendment No. 1 to the First Bancshares, Inc.'s
Form 10KSB is being filed to reflect changes made to portions of the 2006 Annual
Report found in Exhibit 13.  The sections of Exhibit 13 captioned Condensed Statements of
Cash Flows and Note G - Deposits contain changes identified and made prior to distribution of the
2006 Annual Report to shareholders.

This Report contains statements which
constitute forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933 and the Securities Exchange Act of 1934. These statements appear in a number
of places in this Report and include all statements regarding the intent, belief or
current expectations of the Company, its directors or its officers with respect to, among
other things: (i) the Companys financing plans; (ii) trends affecting the
Companys financial condition or results of operations; (iii) the Companys
growth strategy and operating strategy; and (iv) the declaration and payment of dividends.
Investors are cautioned that any such forward-looking statements are not guarantees of
future performance and involve risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of various
factors discussed herein and those factors discussed in detail in the Companys
filings with the Securities and Exchange Commission.

ITEM 1.     BUSINESS.

BUSINESS OF THE COMPANY

General

The First Bancshares, Inc. (the
Company) was incorporated on June 23, 1995 to serve as a holding company for
The First National Bank of South Mississippi (The First) located in
Hattiesburg, Mississippi and The First National Bank of the Pine Belt (Pine
Belt), located in Laurel, Mississippi (collectively, the Banks). The
First began operations on August 5, 1996 from its main office in the Oak Grove community,
which was on the outskirts of Hattiesburg but now is included in the city of Hattiesburg.
Pine Belt began banking operations on January 19, 1999. In January, 2004, the two banks
were consolidated to form one bank, The First, A National Banking Association. In addition
to the main office in Hattiesburg and the branch in Laurel, The First also operates two
other branches in Hattiesburg, one in Purvis, one in Picayune, one in Pascagoula, one in
Bay St. Louis, and one in Wiggins, Mississippi. The Company and its subsidiary bank engage
in a general commercial and retail banking business characterized by personalized service
and local decision-making, emphasizing the banking needs of small to medium-sized
businesses, professional concerns and individuals. The First is a wholly-owned subsidiary
bank of the Company.

Location and Service Area

The First serves the cities of
Hattiesburg, Laurel, Purvis, Picayune, Pascagoula, Bay St. Louis, Wiggins and the
surrounding areas of Lamar, Forrest, Jones, Pearl River ,Jackson, Hancock and Stone
Counties, Mississippi. The First has a main office located in the city of Hattiesburg,
Mississippi, in Lamar County. The First has a branch office located on Highway 589 in the
city of Purvis, Mississippi, also in Lamar County, a third office located at the
intersection of Lincoln Road and South 28th Avenue in Hattiesburg, a fourth location at
3318 Hardy Street in Hattiesburg, a fifth location at Hwy 15 North in Laurel, a sixth
location at Hwy 43 South in Picayune, a seventh location at Jackson Avenue in Pascagoula,
an eighth location at Hwy 90 in Bay St. Louis, and a ninth location at Border Ave. in
Wiggins, Mississippi.

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The main office primarily serves the
area in and around the northern portion of Lamar County. The Purvis office primarily
serves the area in and around Purvis, Mississippi, which is in the east central part of
Lamar County and is the county seat. Lamar County is located in the southeastern section
of Mississippi. Hattiesburg, one of the largest cities in Mississippi, is located in
Forrest and Lamar Counties. The Laurel office serves the city of Laurel and the
surrounding area of Jones County, Mississippi. The Picayune office primarily serves the
area in and around Picayune, Mississippi, including areas of north Hancock County and
Pearl River, LA and Slidell, LA. Picayune is located in the southern part of Pearl River
County. Pearl River County is located in the southern section of Mississippi. The
Pascagoula office primarily serves the area in and around Pascagoula, Mississippi,
including areas of Jackson County. Hattiesburg can be reached via U.S. Highways 98 and 49
and Interstate 59. Major employers located in the Lamar and Forrest County areas include
Forrest General Hospital, the University of Southern Mississippi, Wesley Medical Center,
Camp Shelby, the Hattiesburg Public Schools, the Hattiesburg Clinic, the City of
Hattiesburg, and Marshall Durbin Poultry. The principal components of the economy of the
Lamar and Forrest County areas include service industries, wholesale and retail trade,
manufacturing, and transportation and public utilities. The Laurel branch is located at
1945 Highway 15 North, Laurel, MS, with the majority of its retail business coming from
the local area and the remaining business coming from other areas of Jones County, as well
as portions of Jasper County, Wayne County, Smith County, and Covington County. Major
employers in the Jones County area include Howard Industries, Sanderson Farms, Inc., and
South Central Regional Medical Center. Major employers in the Pearl River County area
include Stennis Space Center, Chevron, Texaco, Arizona Chemical, American Crescent
Elevator Co., City of Picayune, Crosby Memorial Hospital and the public schools. The
principal components of the economy of the Pearl River County area include timer, service
industries, wholesale and retail trade, manufacturing, and transportation and public
utilities. Major employers in the Jackson County area include Northrop Grumman, Singing
River Hospital, and Shell Oil Company. The Bay St. Louis office serves the City of
Bay St. Louis and the surrounding area of Hancock County, Mississippi. Bay St. Louis
can be reached via U.S. Highway 90. Major employers in the Hancock area include the City
of Bay St. Louis, Hancock County, and Stennis Space Center.  The Wiggins office serves the
City of Wiggins and the surrounding area of Stone County, Mississippi. Stone County is
south of Forrest County and north of Harrison County. Wiggins can be reached via U. S. Highway 49.

Banking Services

The Company strives to provide its
customers with the breadth of products and services comparable to those offered by large
regional banks, while maintaining the quick response and personal service of a locally
owned and managed bank. In addition to offering a full range of deposit services and
commercial and personal loans, The First offers products such as mortgage loan
originations. The following is a description of the products and services offered or
planned to be offered by the Bank.

`o        Deposit Services.  The Bank offers a full range of deposit services that are typically available in most
         banks and savings and loan associations, including checking accounts, NOW accounts, savings accounts,
         and other time deposits of various types, ranging from daily money market accounts to longer-term
         certificates of deposit.  The transaction accounts and time certificates are tailored to the Bank's
         principal market area at rates competitive to those offered by other banks in the area.  In addition,
         the Bank offers certain retirement account services, such as Individual Retirement Accounts (IRAs).  All
         deposit accounts are insured by the Federal Deposit Insurance Corporation (the "FDIC") up to the maximum
         amount allowed by law.  The Bank solicits these accounts from individuals, businesses, associations and
         organizations, and governmental authorities.

o        Loan Products.  The Bank offers a full range of commercial and personal loans.  Commercial loans include
         both secured and unsecured loans for working capital (including loans secured by inventory and accounts
         receivable), business expansion (including acquisition of real estate and improvements), and purchase of
         equipment and machinery.  Consumer loans include equity lines of credit and secured and unsecured loans
         for financing automobiles, home improvements, education, and personal investments.  The Bank also makes
         real estate construction and acquisition loans.  The Bank's lending activities are subject to a variety
         of lending limits imposed by federal law.  While differing limits apply in certain circumstances based
         on the type of loan or the nature of the borrower (including the borrower's relationship to the bank),
         in general the Bank is subject to a loans-to-one-borrower limit of an amount equal to 15% of the Bank's
         unimpaired capital and surplus.  The Bank may not make any loans to any director,  executive officer, or
         10% shareholder unless the loan is approved by the Board of Directors of the Bank and is made on terms
         not more favorable to such a person than would be available to a person not affiliated with the Bank.

o        Mortgage Loan Divisions.  The Bank has mortgage loan divisions which originate loans to purchase
         existing or construct new homes and to refinance existing mortgages.

o        Other Services.  Other bank services include on-line Internet banking services, voice response telephone
         inquiry service, commercial sweep accounts, cash management services, safe deposit boxes, travelers
         checks, direct deposit of payroll and social security checks, and automatic drafts for various
         accounts.  The Bank is associated with the Money Belt, Gulfnet, and Plus networks of automated teller
         machines that may be used by the Bank's customers throughout Mississippi and other regions.  The Banks
         also offer VISA and MasterCard credit card services through a correspondent bank.`

Competition

The Bank generally competes with
other financial institutions through the selection of banking products and services
offered, the pricing of services, the level of service provided, the convenience and
availability of services, and the degree of expertise and the personal manner in which
services are offered. Mississippi law permits statewide branching by banks and savings
institutions, and many financial institutions in the state have branch networks.
Consequently, commercial banking in Mississippi is highly competitive. Many large banking
organizations currently operate in the Companys market area, several of which are
controlled by out-of-state ownership. In addition, competition between commercial banks
and thrift institutions (savings institutions and credit unions) has been intensified
significantly by the elimination of many previous distinctions between the various types
of financial institutions and the expanded powers and increased activity of thrift
institutions in areas of banking which previously had been the sole domain of commercial
banks. Federal legislation, together with other regulatory changes by the primary
regulators of the various financial institutions, has resulted in the almost total
elimination of practical distinctions between a commercial bank and a thrift institution.
Consequently, competition among financial institutions of all types is largely unlimited
with respect to legal ability and authority to provide most financial services.

The Company faces increased
competition from both federally-chartered and state-chartered financial and thrift
institutions, as well as credit unions, consumer finance companies, insurance companies,
and other institutions in the Companys market area. Some of these competitors are
not subject to the same degree of regulation and restriction imposed upon the Company.
Many of these competitors also have broader geographic markets and substantially greater
resources and lending limits than the Company and offer certain services such as trust
banking that the Company does not currently provide. In addition, many of these
competitors have numerous branch offices located throughout the extended market areas of
the Company that may provide these competitors with an advantage in geographic convenience
that the Company does not have at present.

Currently there are numerous other
commercial banks, savings institutions, and credit unions operating in The Firsts
primary service area.

Employees

As of March 15, 2007, the Company had
150 full-time employees and 18 part-time employees.

SUPERVISION AND
REGULATION

The Company and its bank are subject
to state and federal banking laws and regulations which impose specific requirements or
restrictions on and provide for general regulatory oversight with respect to virtually all
aspects of operations. These laws and regulations are generally intended to protect
depositors, not shareholders. To the extent that the following summary describes statutory
or regulatory provisions, it is qualified in its entirety by reference to the particular
statutory and regulatory provisions. Any change in applicable laws or regulations may have
a material effect on the business and prospects of the Company. Beginning with the
enactment of the Financial Institutions Reform, Recovery and Enforcement Act of 1989
(FIRREA) and following with Federal Deposit Insurance Corporation Improvement
Act of 1991 (FDICIA), numerous additional regulatory requirements have been
placed on the banking industry in the past several years, and additional changes have been
proposed. The operations of the Company and the Bank may be affected by legislative
changes and the policies of various regulatory authorities. The Company is unable to
predict the nature or the extent of the effect on its business and earnings that fiscal or
monetary policies, economic control, or new federal or state legislation may have in the
future.

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The Company

Because it owns the outstanding
capital stock of the Bank, the Company is a bank holding company within the meaning of the
Federal Bank Holding Company Act of 1956 (the BHCA).

The BHCA. Under the BHCA, the Company
is subject to periodic examination by the Federal Reserve and is required to file periodic
reports of its operations and such additional information as the Federal Reserve may
require. The Companys and the Banks activities are limited to banking,
managing or controlling banks, furnishing services to or performing services for its
subsidiaries, and engaging in other activities that the Federal Reserve determines to be
so closely related to banking or managing or controlling banks as to be a proper incident
thereto.

Investments, Control, and Activities.
With certain limited exceptions, the BHCA requires every bank holding company to obtain
the prior approval of the Federal Reserve before (i) acquiring substantially all the
assets of any bank, (ii) acquiring direct or indirect ownership or control of any voting
shares of any bank if after such acquisition it would own or control more than 5% of the
voting shares of such bank (unless it already owns or controls the majority of such
shares), or (iii) merging or consolidating with another bank holding company.

In addition, and subject to certain
exceptions, the BHCA and the Change in Bank Control Act, together with regulations
thereunder, require Federal Reserve approval (or, depending on the circumstances, no
notice of disapproval) prior to any person or company acquiring control of a
bank holding company, such as the Company. Control is conclusively presumed to exist if an
individual or company acquires 25% or more of any class of voting securities of the bank
holding company. Control is rebuttably presumed to exist if a person acquires 10% or more
but less than 25% of any class of voting securities and either the Company has registered
securities under Section 12 of the Exchange Act (which the Company has done) or no other
person owns a greater percentage of that class of voting securities immediately after the
transaction. The regulations provide a procedure for challenge of the rebuttable control
presumption.

Under the BHCA, a bank holding
company is generally prohibited from engaging in, or acquiring direct or indirect control
of more than 5% of the voting shares of any company engaged in nonbanking activities,
unless the Federal Reserve Board, by order or regulation, has found those activities to be
so closely related to banking or managing or controlling banks as to be a proper incident
thereto. Some of the activities that the Federal Reserve Board has determined by
regulation to be proper incidents to the business of a bank holding company include making
or servicing loans and certain types of leases, engaging in certain insurance and discount
brokerage activities, performing certain data processing services, acting in certain
circumstances as a fiduciary or investment or financial adviser, owning savings
associations, and making investments in certain corporations or projects designed
primarily to promote community welfare.

The Federal Reserve Board has imposed
certain capital requirements on the Company under the BHCA, including a minimum leverage
ratio and a minimum ratio of qualifying capital to risk-weighted assets. These
requirements are described below under Capital Regulations. Subject to its
capital requirements and certain other restrictions, the Company may borrow money to make
a capital contribution to the Banks, and such loans may be repaid from dividends paid from
the Bank to the Company (although the ability of the Bank to pay dividends is subject to
regulatory restrictions as described below in The Bank  Dividends). The
Company is also able to raise capital for contribution to the Bank by issuing securities
without having to receive regulatory approval, subject to compliance with federal and
state securities laws.

Source of Strength; Cross-Guarantee.
In accordance with Federal Reserve Board policy, the Company is expected to act as a
source of financial strength to the Bank and to commit resources to support the Bank in
circumstances in which the Company might not otherwise do so. Under the BHCA, the Federal
Reserve Board may require a bank holding company to terminate any activity or relinquish
control of a nonbank subsidiary (other than a nonbank subsidiary of a bank) upon the
Federal Reserve Boards determination that such activity or control constitutes a
serious risk to the financial soundness or stability of any subsidiary depository
institution of the bank holding company. Further, federal bank regulatory authorities have
additional discretion to require a bank holding company to divest itself of any bank or
nonbank subsidiary if the agency determines that divestiture may aid the depository
institutions financial condition.

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The Bank

The Bank operates as a national
banking association incorporated under the laws of the United States and subject to
examination by the Office of Comptroller of the Currency (OCC). Deposits in
the Bank are insured by the FDIC up to a maximum amount (generally $100,000 per depositor,
subject to aggregation rules). The OCC and the FDIC regulate or monitor virtually all
areas of the Banks operations, including security devices and procedures, adequacy
of capitalization and loan loss reserves, loans, investments, borrowings, deposits,
mergers, issuances of securities, payment of dividends, interest rates payable on
deposits, interest rates or fees chargeable on loans, establishment of branches, corporate
reorganizations, maintenance of books and records, and adequacy of staff training to carry
on safe lending and deposit gathering practices. The OCC requires the Bank to maintain
certain capital ratios and imposes limitations on the Banks aggregate investment in
real estate, bank premises, and furniture and fixtures. The Bank is required by the OCC to
prepare quarterly reports on their financial condition and to conduct an annual audit of
their financial affairs in compliance with minimum standards and procedures prescribed by
the OCC.

Under FDICIA, all insured
institutions must undergo regular on-site examinations by their appropriate banking
agency. The cost of examinations of insured depository institutions and any affiliates may
be assessed by the appropriate agency against each institution or affiliate as it deems
necessary or appropriate. Insured institutions are required to submit annual reports to
the FDIC and the appropriate agency (and state supervisor when applicable). FDICIA also
directs the FDIC to develop with other appropriate agencies a method for insured
depository institutions to provide supplemental disclosure of the estimated fair market
value of assets and liabilities, to the extent feasible and practicable, in any balance
sheet, financial statement, report of condition, or any other report of any insured
depository institution. FDICIA also requires the federal banking regulatory agencies to
prescribe, by regulation, standards for all insured depository institutions and depository
institution holding companies relating, among other things, to: (i) internal controls,
information systems, and audit systems; (ii) loan documentation; (iii) credit
underwriting; (iv) interest rate risk exposure; and (v) asset quality.

National banks and their holding
companies which have been chartered or registered or undergone a change in control within
the past two years or which have been deemed by the OCC or the Federal Reserve Board,
respectively, to be troubled institutions must give the OCC or the Federal Reserve Board,
respectively, thirty days prior notice of the appointment of any senior executive officer
or director. Within the thirty day period, the OCC or the Federal Reserve Board, as the
case may be, may approve or disapprove any such appointment.

Deposit Insurance. The FDIC
establishes rates for the payment of premiums by federally insured banks and thrifts for
deposit insurance. A separate Bank Insurance Fund (BIF) and Savings
Association Insurance Fund (SAIF) are maintained for commercial banks and
thrifts, respectively, with insurance premiums from the industry used to offset losses
from insurance payouts when banks and thrifts fail. Since 1993, insured depository
institutions like the Bank have paid for deposit insurance under a risk-based premium
system.

Transactions With Affiliates and
Insiders. The Bank is subject to Section 23A of the Federal Reserve Act, which places
limits on the amount of loans to, and certain other transactions with, affiliates, as well
as on the amount of advances to third parties collateralized by the securities or
obligations of affiliates. The aggregate of all covered transactions is limited in amount,
as to any one affiliate, to 10% of the Banks capital and surplus and, as to all
affiliates combined, to 20% of the Banks capital and surplus. Furthermore, within
the foregoing limitations as to amount, each covered transaction must meet specified
collateral requirements.

The Bank is also subject to Section
23B of the Federal Reserve Act, which prohibits an institution from engaging in certain
transactions with affiliates unless the transactions are on terms substantially the same,
or at least as favorable to such institution, as those prevailing at the time for
comparable transactions with nonaffiliated companies. The Bank is subject to certain
restrictions on extensions of credit to executive officers, directors, certain principal
shareholders, and their related interests. Such extensions of credit (i) must be made on
substantially the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with third parties and (ii) must not involve more
than the normal risk of repayment or present other unfavorable features.

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Dividends.  A national bank may not pay dividends
from its capital. All dividends must be
paid out of undivided profits then on hand, after deducting expenses, including
reserves for losses and bad debts. In addition, a national bank is prohibited
from declaring a dividend on its shares of common stock until its surplus equals
its stated capital, unless the bank has transferred to surplus no less than
one-tenth of its net profits of the preceding two consecutive half-year periods
(in the case of an annual dividend). The approval of the OCC is required if the
total of all dividends declared by a national bank in any calendar year exceeds
the total of its net profits for that year combined with its retained net
profits for the preceding two years, less any required transfers to surplus. In
addition, under FDICIA, the banks may not pay a dividend if, after paying the
dividend, the bank would be undercapitalized. See Capital
Regulations below.

Branching.  National banks are required by the
National Bank Act to adhere to branch office
banking laws applicable to state banks in the states in which they are located.
Under current Mississippi law, the Banks may open branches throughout
Mississippi with the prior approval of the OCC. In addition, with prior
regulatory approval, the Banks are able to acquire existing banking operations
in Mississippi. Furthermore, federal legislation has recently been passed which
permits interstate branching. The new law permits out of state acquisitions by
bank holding companies (subject to veto by new state law), interstate branching
by banks if allowed by state law, interstate merging by banks, and de novo
branching by national banks if allowed by state law. See Recent
Legislative Developments.

Community Reinvestment Act. The
Community Reinvestment Act requires that, in connection with examinations of financial
institutions within their respective jurisdictions, the Federal Reserve, the FDIC, the
OCC, or the Office of Thrift Supervision shall evaluate the record of the financial
institutions in meeting the credit needs of their local communities, including low and
moderate income neighborhoods, consistent with the safe and sound operation of those
institutions. These factors are also considered in evaluating mergers, acquisitions, and
applications to open a branch or facility.

Other Regulations. Interest and
certain other charges collected or contracted for by the Banks are subject to state usury
laws and certain federal laws concerning interest rates. The Banks loan operations
are subject to certain federal laws applicable to credit transactions, such as the federal
Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; the
Home Mortgage Disclosure Act of 1975, requiring financial institutions to provide
information to enable the public and public officials to determine whether a financial
institution is fulfilling its obligation to help meet the housing needs community it
serves; the Equal Credit Opportunity Act, prohibiting discrimination on the basis of creed
or other prohibited factors in extending credit; the Fair Credit Reporting Act of 1978,
governing the use and provision of information to credit reporting agencies; the Fair Debt
Collection Act, concerning the manner in which consumer debts may be collected by
collection agencies; and the rules and regulations of the various federal agencies charged
with the responsibility of implementing such federal laws. The deposit operations of the
Bank also are subject to the Right to Financial Privacy Act, which imposes a duty to
maintain confidentiality of consumer financial records and prescribes procedures for
complying with administrative subpoenas of financial records, and the Electronic Funds
Transfer Act and Regulation E issued by the Federal Reserve Board to implement that Act,
which governs automatic deposits to and withdrawals from deposit accounts and
customers rights and liabilities arising from the use of automated teller machines
and other electronic banking services.

Capital Regulations. The federal bank
regulatory authorities have adopted risk-based capital guidelines for banks and bank
holding companies that are designed to make regulatory capital requirements more sensitive
to differences in risk profile among banks and bank holding companies, account for
off-balance sheet exposure, and minimize disincentives for holding liquid assets. The
resulting capital ratios represent qualifying capital as a percentage of total
risk-weighted assets and off-balance sheet items. The guidelines are minimums, and the
federal regulators have noted that banks and bank holding companies contemplating
significant expansion programs should not allow expansion to diminish their capital ratios
and should maintain ratios well in excess of the minimums. The current guidelines require
all bank holding companies and federally-regulated banks to maintain a minimum risk-based
total capital ratio equal to 8%, of which at least 4% must be Tier 1 capital. Tier 1
capital includes common shareholders equity, qualifying perpetual preferred stock,
and minority interests in equity accounts of consolidated subsidiaries, but excludes
goodwill and most other intangibles and excludes the allowance for loan and lease losses.
Tier 2 capital includes the excess of any preferred stock not included in Tier 1 capital,
mandatory convertible securities, hybrid capital instruments, subordinated debt and
intermediate term-preferred stock, and general reserves for loan and lease losses up to
1.25% of risk-weighted assets.

5

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Under the guidelines, banks and
bank holding companies assets are given risk-weights of 0%, 20%, 50% and 100%. In
addition, certain off-balance sheet items are given credit conversion factors to convert
them to asset equivalent amounts to which an appropriate risk-weight will apply. These
computations result in the total risk-weighted assets. Most loans are assigned to the 100%
risk category, except for first mortgage loans fully secured by residential property and,
under certain circumstances, residential construction loans, both of which carry a 50%
rating. Most investment securities are assigned to the 20% category, except for municipal
or state revenue bonds, which have a 50% rating, and direct obligations of or obligations
guaranteed by the United States Treasury or United States Government agencies, which have
a 0% rating.

The federal bank regulatory
authorities have also implemented a leverage ratio, which is Tier 1 capital as a
percentage of average total assets less intangibles, to be used as a supplement to the
risk-based guidelines. The principal objective of the leverage ratio is to place a
constraint on the maximum degree to which a bank holding company may leverage its equity
capital base. The minimum required leverage ratio for top-rated institutions is 3%, but
most institutions are required to maintain an additional cushion of at least 100 to 200
basis points.

FDICIA established a capital-based
regulatory scheme designed to promote early intervention for troubled banks and requires
the FDIC to choose the least expensive resolution of bank failures. The capital-based
regulatory framework contains five categories of compliance with regulatory capital
requirements, including well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized, and
critically undercapitalized. To qualify as a well capitalized
institution, a bank must have a leverage ratio of no less than 5%, a Tier 1 risk-based
ratio of no less than 6%, and a total risk-based capital ratio of no less than 10%, and
the Bank must not be under any order or directive from the appropriate regulatory agency
to meet and maintain a specific capital level. As of December 31, 2006, the Company and
The First, were qualified as well capitalized.

Under the FDICIA regulations, the
applicable agency can treat an institution as if it were in the next lower category if the
agency determines (after notice and an opportunity for hearing) that the institution is in
an unsafe or unsound condition or is engaging in an unsafe or unsound practice. The degree
of regulatory scrutiny of a financial institution will increase, and the permissible
activities of the institution will decrease, as it moves downward through the capital
categories. Institutions that fall into one of the three undercapitalized categories may
be required to (i) submit a capital restoration plan; (ii) raise additional capital; (iii)
restrict their growth, deposit interest rates, and other activities; (iv) improve their
management; (v) eliminate management fees; or (vi) divest themselves of all or part of
their operations. Bank holding companies controlling financial institutions can be called
upon to boost the institutions capital and to partially guarantee the
institutions performance under their capital restoration plans.

These capital guidelines can affect
the Company in several ways. If the Company continues to grow at a rapid pace, a premature
squeeze on capital could occur making a capital infusion necessary. The
requirements could impact the Companys ability to pay dividends. The Companys
present capital levels are more than adequate; however, rapid growth, poor loan portfolio
performance, or poor earnings performance could change the Companys capital position
in a relatively short period of time.

6

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Failure to meet these capital
requirements would mean that a bank would be required to develop and file a plan with its
primary federal banking regulator describing the means and a schedule for achieving the
minimum capital requirements. In addition, such a bank would generally not receive
regulatory approval of any application that requires the consideration of capital
adequacy, such as a branch or merger application, unless the Bank could demonstrate a
reasonable plan to meet the capital requirement within a reasonable period of time.

Enforcement Powers. FIRREA expanded
and increased civil and criminal penalties available for use by the federal regulatory
agencies against depository institutions and certain institution-affiliated
parties (primarily including management, employees, and agents of a financial
institution, independent contractors such as attorneys and accountants, and others who
participate in the conduct of the financial institutions affairs). These practices
can include the failure of an institution to timely file required reports; the filing of
false or misleading information; or the submission of inaccurate reports. Civil penalties
may be as high as $1,000,000 a day for such violations. Criminal penalties for some
financial institution crimes have been increased to twenty years. In addition, regulators
are provided with greater flexibility to commence enforcement actions against institutions
and institution-affiliated parties. Possible enforcement actions include the termination
of deposit insurance. Furthermore, FIRREA expanded the appropriate banking agencies
power to issue cease and desist orders that may, among other things, require affirmative
action to correct any harm resulting from a violation or practice, including restitution,
reimbursement, indemnifications, or guarantees against loss. A financial institution may
also be ordered to restrict its growth, dispose of certain assets, rescind agreements or
contracts, or take other actions as determined by the ordering agency to be appropriate.

Effect of Governmental Monetary
Policies. The earnings of the Bank are affected by domestic economic conditions and the
monetary and fiscal policies of the United States government and its agencies. The Federal
Reserve Boards monetary policies have had, and are likely to continue to have, an
important impact on the operating results of commercial banks through its power to
implement national monetary policy in order, among other things, to curb inflation or
combat a recession. The monetary policies of the Federal Reserve Board have major effects
upon the levels of bank loans, investments, and deposits through its open market
operations in United States government securities and through its regulation of the
discount rate on borrowings of member banks and the reserve requirements against member
bank deposits. It is not possible to predict the nature or impact of future changes in
monetary and fiscal policies.

Significant Legislative Developments.
On September 29, 1994, the federal government enacted the Riegle-Neal Interstate Banking
and Branching Efficiency Act of 1994 (the Interstate Banking Act). This Act
became effective on September 29, 1995 and permits eligible bank holding companies in any
state, with regulatory approval, to acquire banking organizations in any other state.
Since June 1, 1997, the Interstate Banking Act has allowed banks with different home
states to merge, unless a particular state opts out of the statute. In addition, beginning
June 1, 1997, the Interstate Banking Act has permitted national and state banks to
establish de novo branches in another state if there is a law in that state which applies
equally to all banks and expressly permits all out-of-state banks to establish de novo
branches.

On November 12, 1999, the Gramm-
Leach-Bliley Act of 1999 (the Financial Services Modernization Act) was signed
into law. The Financial Services Modernization Act repeals the two affiliation provisions
of the Glass-Steagall Act: Section 20, which restricted the affiliation of Federal Reserve
Member Banks with firms engaged principally in specified securities
activities; and Section 32, which restricts officer, director, or employee interlocks
between a member bank and any company or person primarily engaged in specified
securities activities. In addition, the Financial Services Modernization Act also contains
provisions that expressly preempt any state law restricting the establishment of financial
affiliations, primarily related to insurance. The general effect of the law is to
establish a comprehensive framework to permit affiliations among commercial banks,
insurance companies, securities firms, and other financial service providers by revising
and expanding the BHCA framework to permit a holding company system to engage in a full
range of financial activities through a new entity known as a Financial Holding Company.
Financial activities is broadly defined to include not only banking,
insurance, and securities activities, but also merchant banking and additional activities
that the Federal Reserve, in consultation with the Secretary of the Treasury, determines
to be financial in nature, incidental to such financial activities, or complementary
activities that do not pose a substantial risk to the safety and soundness of depository
institutions or the financial system generally.

Generally, the Financial Services
Modernization Act:

`o        Repeals historical restrictions on, and eliminates many federal and state law barriers to,
                  affiliations among banks, securities firms, insurance companies, and other financial service
                  providers;

         o        Provides a uniform framework for the functional regulation of the activities of banks, savings
                  institutions, and their holding companies;

         o        Broadens the activities that may be conducted by national banks, banking subsidiaries of bank
                  holding companies, and their financial subsidiaries;`

7

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`o        Provides an enhanced framework for protecting the privacy of consumer information;

         o        Adopts a number of provisions related to the capitalization, membership, corporate governance,
                  and other measures designed to modernize the Federal Home Loan Bank system;

         o        Modifies the laws governing the implementation of the Community Reinvestment Act ("CRA"); and

         o        Addresses a variety of other legal and regulatory issues affecting both day-to-day operations
                  and long-term activities of financial institutions.`

In order for a bank holding company
to take advantage of the ability to affiliate with other financial services providers,
that company must become a Financial Holding Company as permitted under an
amendment to the BHCA. To become a Financial Holding Company, the company would file a
declaration with the Federal Reserve, electing to engage in activities permissible for
Financial Holding Companies and certifying that it is eligible to do so because all of its
insured depository institution subsidiaries are well-capitalized and well-managed. In
addition, the Federal Reserve must also determine that each insured depository institution
subsidiary of the Company has at least a satisfactory CRA rating.

The Financial Services Modernization
Act also permits national banks to engage in expanded activities through the formation of
financial subsidiaries. A national bank may have a subsidiary engaged in any activity
authorized for national banks directly or any financial activity, except for insurance
underwriting, insurance investments, real estate investment or development, or merchant
banking, which may only be conducted through a subsidiary of a Financial Holding Company.
Financial activities include all activities permitted under new sections of the BHCA or
permitted by regulation.

A national bank seeking to have a
financial subsidiary, and each of its depository institution affiliates, must be
well-capitalized and well-managed. The total assets of all
financial subsidiaries may not exceed the lesser of 45% of a banks total assets, or
$50 billion. A national bank must exclude from its assets and equity all equity
investments, including retained earnings, in a financial subsidiary. The assets of the
subsidiary may not be consolidated with the banks assets. The bank must also have
policies and procedures to assess financial subsidiary risk and protect the bank from such
risks and potential liabilities.

The Financial Services Modernization
Act also includes a new section of the Federal Deposit Insurance Act governing
subsidiaries of state banks that engage in activities as principal that would only
be permissible for a national bank to conduct in a financial subsidiary. It
expressly preserves the ability of a state bank to retain all existing subsidiaries.
Because Mississippi permits commercial banks chartered by the state to engage in any
activity permissible for national banks, the state bank competitors of The First will be
permitted to form subsidiaries to engage in the activities authorized by the Financial
Services Modernization Act, to the same extent as The First. In order to form a financial
subsidiary, a state bank must be well-capitalized, and the state bank would be subject to
the same capital deduction, risk management and affiliate transaction rules as applicable
to national banks.

During January 2001, the Company made
application and was approved by the Federal Reserve Bank to become a financial holding
company; however, the Company has no current plans to pursue expanded activities under the
Financial Services Modernization Act. The Companys management has not determined at
this time whether it will seek to form a financial subsidiary. The Company is examining
its strategic business plan to determine whether, based on market conditions, the relative
financial conditions of the Company and its subsidiaries, regulatory capital requirements,
general economic conditions, and other factors, the Company desires to utilize any of its
expanded powers provided in the Financial Services Modernization Act.

The Company and the Bank do not
believe that the Financial Services Modernization Act will have a material adverse effect
on operations in the near-term. However, to the extent that it permits banks, securities
firms, and insurance companies to affiliate, the financial services industry may
experience further consolidation. The Financial Services Modernization Act is intended to
grant to community banks certain powers as a matter of right that larger institutions have
accumulated on an ad hoc basis. Nevertheless, this act may have the result of increasing
the amount of competition that the Company and the Bank face from larger institutions and
other types of companies offering financial products, many of which may have substantially
more financial resources than the Company and the Bank.

8

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In 2001, the Uniting and
Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism Act of 2001 (USA Patriot Act) was signed into law. The USA Patriot Act broadened
the application of anti-money laundering regulations to apply to additional types of
financial institutions, such as broker-dealers, and strengthened the ability of the U.S.
Government to detect and prosecute international money laundering and the financing of
terrorism. The principal provisions of Title III of the USA Patriot Act require that
regulated financial institutions, including state member banks: (i) establish an
anti-money laundering program that includes training and audit components; (ii) comply
with regulations regarding the verification of the identity of any person seeking to open
an account; (iii) take additional required precautions with non-U.S. owned accounts; and
(iv) perform certain verification and certification of money laundering risk for their
foreign correspondent banking relationships. The USA Patriot Act also expanded the
conditions under which funds in a U.S. interbank account may be subject to forfeiture and
increased the penalties for violation of anti-money laundering regulations. Failure of a
financial institution to comply with the USA Patriot Acts requirements could have
serious legal and reputational consequences for the institution. The Bank has adopted
policies, procedures and controls to address compliance with the requirements of the USA
Patriot Act under the existing regulations and will continue to revise and update its
policies, procedures and controls to reflect changes required by the USA Patriot Act and
implementing regulations.

In July 2002, Congress enacted the
Sarbanes-Oxley Act of 2002, which addresses, among other issues, corporate governance,
auditing and accounting, executive compensation, and enhanced and timely disclosure of
corporate information. Section 404 of the Sarbanes-Oxley Act, and regulations adopted by
the SEC will in the future require the Company to include in its Annual Report, a report
stating managements responsibility to establish and maintain adequate internal
control over financial reporting and managements conclusion on the effectiveness of
the internal controls at year end. Additionally, the Companys independent registered
public accounting firm will in the future be required to attest to and report on
managements evaluation of internal control over financial reporting.

From time to time, various bills are
introduced in the United States Congress with respect to the regulation of financial
institutions. Certain of these proposals, if adopted, could significantly change the
regulation of banks and the financial services industry. The Company cannot predict
whether any of these proposals will be adopted or, if adopted, how these proposals would
affect the Company.

ITEM 2.     DESCRIPTION OF PROPERTY.

The First has a main office located
west of the city of Hattiesburg, Mississippi, in Lamar County. The main office is located
in a 13,000 square foot facility which the Company constructed and opened in January 1997
on a two acre plot of land at the southwest corner of U.S. Highway 98 and Old Highway 11.
The First also has a branch office located on Highway 15 North in the city of Laurel,
Mississippi, one on Highway 589 in the city of Purvis, Mississippi, which is in Lamar
County, a fourth office in a 3,300 square foot facility located at the intersection of
Lincoln Road and South 28th Avenue in Hattiesburg, a fifth office located at 3318 Hardy
Street in Hattiesburg, a sixth office located on Hwy 43 South, Picayune, MS in a 3,800 sq.
ft. facility , a seventh office located at 1126 Jackson Ave in Pascagoula, MS, an eighth
office located at Hwy 90 in Bay St. Louis, MS, as well as a ninth location on Border Ave.
in Wiggins, MS.

The Company believes that the
Banks facilities will adequately serve their needs.

ITEM 3.     LEGAL PROCEEDINGS.

From time to time the Company and/or
the Bank may be named as defendants in various lawsuits arising out of the normal course
of business. At present neither the Company nor the Bank is a party to, nor is any of
their property the subject of, any material pending legal proceedings incidental to the
business of the Company or the Bank.

9

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ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matter was submitted to a vote of
security holders during the fourth quarter of the fiscal year covered by this report.

PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

In response to this Item, the
information contained on page 54 of the Companys Annual Report to Shareholders for
the year ended December 31, 2006, is incorporated herein by reference.

ITEM 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

In response to this Item, the
information contained on pages 7 through 24 of the Companys Annual Report to
Shareholders for the year ended December 31, 2006, is incorporated herein by reference.

ITEM 7.    FINANCIAL STATEMENTS.

In response to this Item, the
information contained on pages 27 through 53 of the Companys Annual Report to
Shareholders for the year ended December 31, 2006, is incorporated herein by reference.

ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

Not applicable.

ITEM 8A.    CONTROLS AND PROCEDURES

(a)    
Evaluation of Disclosure Controls and Procedures. As defined by the Securities
and Exchange Commission in Exchange Act Rules 13a-15(e) and 15d-15(e), a
companys disclosure controls and procedures are controls and
other procedures of an issuer that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commissions rules and forms.

As of December 31, 2006 (the
Evaluation Date), the Companys Chief Executive Officer and Chief
Financial Officer have evaluated the effectiveness of the Companys disclosure
controls and procedures as defined in the Exchange Act Rules. Based on their evaluation,
the Companys Chief Executive Officer and Chief Financial Officer have concluded that
the Companys disclosure controls and procedures are sufficiently effective to ensure
that material information relating to the Company and required to be disclosed by the
Company in the reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the
Commissions rules and forms.

(b)    
Changes in Internal Controls. Subsequent to the Evaluation Date, there have been
no significant changes in the Companys internal controls or in other
factors that could significantly affect these controls.

ITEM 8B.    OTHER INFORMATION

Not applicable.

10

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PART III

ITEM 9.    DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS, CONTROL PERSONS, AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION
16(a) OF THE EXCHANGE ACT.

In response to this Item, the
information contained under the captions, "Election of Directors" and "Additional
Information Concerning Directors and Officers" of the Companys Proxy Statement for
the Annual Meeting of Shareholders to be held on May 24, 2007, is incorporated herein by
reference.

Code of Ethics

The Companys Board of Directors
has adopted a Code of Ethics that applies to the Companys principal executive
officer, principal financial officer, principal accounting officer, or persons performing
similar functions. A copy of this Code of Ethics can be found at the Companys
internet website at www.thefirstbank.com. The Company intends to disclose any amendments
to its Code of Ethics, and any waiver from a provision of the Code of Ethics granted to
the Companys principal executive officer, principal financial officer, principal
accounting officer, or persons performing similar functions, on the Companys
internet website within five business days following such amendment or waiver. The
information contained on or connected to the Companys internet website is not
incorporated by reference into this Form 10-KSB and should not be considered part of this
or any other report that we file with or furnish to the SEC.

Audit Committee

The information contained under the caption
"Committees of the Board of Directors" of the Companys Proxy Statement for the Annual Meeting of Shareholders
to be held on May 24, 2007, is incorporated herein by reference. The Board of Directors
has determined that there is at least one independent audit committee financial expert, J.
Douglas Seidenburg, serving on the Audit Committee, as the terms independent and audit
committee financial expert are used in pertinent Securities and Exchange Commission laws
and regulations.

Corporate Governance

The information contained under the
caption "Additional Information Concerning Directors and Officers" of the Companys Proxy Statement for the Annual Meeting
of Shareholders
to be held on May 24, 2007, is incorporated herein by reference.

ITEM 10.    EXECUTIVE COMPENSATION.

In response to this Item, the
information contained under the caption "Compensation Discussion and Analysis" of the Companys Proxy Statement for the
Annual Meeting of Shareholders to be held on May 24, 2007, is incorporated herein by
reference.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENTAND RELATED STOCKHOLDER MATTERS.

In response to this Item, the
information contained under the caption "Security Ownership of Certain Beneficial Owners and
Management" of the Companys Proxy Statement for the
Annual Meeting of Shareholders to be held on May 24, 2007, is incorporated herein by
reference.

ITEM 12.    CERTAIN RELATIONSHIPS AND
RELATED TRANSACTIONS.

In response to this Item, the
information contained under the caption "Certain Relationships and Related Transactions" of the Companys Proxy Statement
for the
Annual Meeting of Shareholders to be held on May 24, 2007, is incorporated herein by
reference.

11

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ITEM 13.    EXHIBITS.

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

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

         3.1               Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit
                           3.1 to the Company's Registration Statement No. 33-94288 on Form S-1).

         3.2               Bylaws (incorporated by reference to Exhibit 3.2 to the Company's Registration
                           Statement No. 33-94288 on Form S-1).

         4.1               Provisions in the Company's Articles of Incorporation and Bylaws defining the rights
                           of holders of the Company's Common Stock (incorporated by reference to Exhibit 4.1 to
                           the Company's Registration Statement No. 33-94288 on Form S-1).

         4.2               Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.2 to the
                           Company's Registration Statement No. 33-94288 on Form S-1).

         10.5              Amended and restated employment agreement dated November 20, 1995, by and between
                           David E. Johnson and the Company (incorporated by reference to Exhibit 10.7 of the
                           Company's Form 10-KSB for the fiscal  year ended December 31, 1995, File No. 33-94288).

         10.6              First Bancshares, Inc. 1997 Stock Option Plan as of March 18, 1997 (incorporated by
                           reference to Exhibit 10.7 of the Company's Form 10-KSB for the fiscal year ended
                           December 31, 1996, File No. 33-94288).

         10.7              Agreement to Repurchase Stock by and among The First Bancshares, Inc., Nick Welch and
                           David Johnson  (incorporated by reference to Exhibit 10.9 to the Company's
                           Registration Statement No. 333-102908 on Form S-2).

         13                The Company's 2006 Annual Report

         21                Subsidiaries of the Company

         23                Consent of Independent Registered Public Accounting Firm

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

         32                Section 1350 Certifications`

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

In response to this Item, the
information contained under the caption "Principal Accountant Fees and Services" of the Companys Proxy Statement for the
Annual Meeting of Shareholders to be held on May 24, 2007, is incorporated herein by
reference.

12

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`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: April 13, 2007                                         By:  /s/ David E. Johnson
                                                                  -----------------------------------------------------
                                                                   David E. Johnson
                                                                   Chief Executive Officer (Principal Executive Officer)

Date: April 13, 2007                                         By:  /s/ Dee Dee Lowery
                                                                  -----------------------------------------------------
                                                                   Dee Dee Lowery
                                                                   Executive VP and Chief Financial Officer
                                                                   (Principal Financial and Principal Accounting
                                                                   Officer)`

13

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`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/ E. Ricky Gibson                                  Director                       April 13                , 2007
-----------------------------------------                                          -------------------------

/s/ Charles R. Lightsey                              Director                       April 13                , 2007
-----------------------------------------                                          -------------------------

/s/ J. Douglas Seidenburg                            Director                       April 12                , 2007
-----------------------------------------                                          -------------------------

/s/ Andrew D. Stetelman                              Director                       April 12                , 2007
-----------------------------------------                                          -------------------------

/s/ David W. Bomboy                                  Director                       April 12                , 2007
-----------------------------------------                                          -------------------------

/s/ Ted E. Parker                                    Director                       April 12                , 2007
-----------------------------------------                                          -------------------------

/s/ Fred McMurry                                     Director                       April 13                , 2007
-----------------------------------------                                          -------------------------

/s/ Perry E. Parker                                  Director                       April 13                , 2007
-----------------------------------------                                          -------------------------

/s/ Peeler G. Lacey, M.D.                            Director                       April 12                , 2007
-----------------------------------------                                          -------------------------

/s/ M. Ray "Hoppy" Cole, Jr.                         President and Director         April 13                , 2007
-----------------------------------------                                          -------------------------

/s/ David E. Johnson                                 CEO and Director               April 13                , 2007
-----------------------------------------            (Principal Executive Officer) -------------------------

/s/ Dee Dee Lowery                                   Executive VP & Chief       April 13                , 2007
-----------------------------------------            Financial Officer             -------------------------
                                                     (Principal Financial and
                                                     Accounting Officer)`

14