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**EXHIBIT 31.1

                                      RULE 13a-14(a)/15(d)-14(a) CERTIFICATIONS**

I, David E. Johnson, Chief Executive Officer, certify that:

1.       I have reviewed this annual report on Form 10-K/A of The First Bancshares, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
         state a material fact necessary in order 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 small
         business issuer as of, and for, the periods presented in this report;

4.       The small business issuer's other certifying officer(s) 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) for the small
         business issuer 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 small business
                 issuer, 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.      Evaluated the effectiveness of the small business issuer'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

         c.      Disclosed in this report any change in the small business issuer's internal control over financial reporting that
                 occurred during the small business issuer's most recent fiscal quarter (the small business issuer's
                 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
                 likely to materially affect, the small business issuer's internal control over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
         of internal control over financial reporting, to the small business issuer's auditors and the audit committee of
         the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

         Date: May 9, 2008

                                                                       /s/ David E. Johnson
                                                                       ---------------------------------------
                                                                       David E. Johnson
                                                                       Chief Executive Officer
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                                                     EXHIBIT 31.2

                                      RULE 13a-14(a)/15(d)-14(a) CERTIFICATIONS

I, Dee Dee Lowery, Chief Financial Officer, certify that:

1.       I have reviewed this annual report on Form 10-K/A of The First Bancshares, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to
         state a material fact necessary in order 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 small
         business issuer as of, and for, the periods presented in this report;

4.       The small business issuer's other certifying officer(s) 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) for the small
         business issuer 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 small business
                 issuer, 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.      Evaluated the effectiveness of the small business issuer'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

         c.      Disclosed in this report any change in the small business issuer's internal control over financial reporting that
                 occurred during the small business issuer's most recent fiscal quarter (the small business issuer's
                 fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
                 likely to materially affect, the small business issuer's internal control over financial reporting; and

5.       The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
         of internal control over financial reporting, to the small business issuer's auditors and the audit committee of
         the small business issuer'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 small business issuer'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 small business issuer's internal control over financial reporting.

         Date: May 9, 2008

                                                                       /s/ Dee Dee Lowery
                                                                      ---------------------------------------
                                                                       Dee Dee Lowery
                                                                       Chief  Financial Officer
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