FIRST M & F CORPORATION

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20459

                                    FORM 10-Q


               Quarterly Report Under Section 13 or 15 (d) of the
                         Securities Exchange Act of 1934

For the quarter ended September 30, 1997           Commission File Number 0-9424

                               FIRST M & F CORPORATION
             (Exact name of registrant as specified in its charter)

                     Mississippi                         64-0636653
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation of organization)            Identification No.)

                  Registrant's telephone number: (601) 289-5121

                                     No Change
               Former name, former address and former fiscal year,
                          if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports required
by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934  during  the
preceding 12 months (or for shorter  period that the  registrant was required to
file such report),  and (2) has been subject to such filing requirements for the
past 90 days.

                                                 Yes   X       No

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

            Class                             Outstanding at October 24, 1997

Common stock ($5.00 par value)                       3,394,656 shares



















                                  Page 1 of 16



<PAGE>






                     FIRST M & F CORPORATION AND SUBSIDIARY

                                    FORM 10-Q

                                    CONTENTS

                                                                    Page

PART I:  FINANCIAL INFORMATION                                        3
  Item 1 - Financial Statements (unaudited):
             Condensed Consolidated Statements of Condition           4
             Condensed Consolidated Statements of Income              5
             Condensed Consolidated Statements of Stockholders'
               Equity                                                 6
             Condensed Consolidated Statements of Cash Flows          7
             Notes to Condensed Consolidated Financial Statements     8

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations           9-13


PART II:  OTHER INFORMATION
  Item 1 - Legal Proceedings                                         14
  Item 2 - Changes in Securities                                     14
  Item 3 - Defaults upon Senior Securities                           14
  Item 4 - Submission of Matters to a Vote of Security
             Holders                                                 14
  Item 5 - Other Information                                         14
  Item 6 - Exhibits and Reports on Form 8-K                          14
  Exhibit 11 - Computation of Earnings Per Share                     15

SIGNATURE                                                            16


























                                                           -2-



<PAGE>












                          PART I: FINANCIAL INFORMATION

                          Item 1 - Financial Statements





















































<PAGE>





<TABLE>
<CAPTION>

                     FIRST M & F CORPORATION AND SUBSIDIARY

                 Condensed Consolidated Statements of Condition


                                 (Unaudited)
                                                                             September 30,           December 31,
                   Assets                                                        1997                    1996 (1)
                   ------                                                    -------------           ------------

<S>                                                                          <C>                    <C>          
Cash and due from banks                                                      $  26,011,778          $  20,213,398
Interest bearing bank balances                                                   1,225,275                149,794
Federal funds sold                                                               3,900,000                500,000
Securities available for sale                                                  108,334,168             86,443,833
Investment securities, market value of
  $58,543,000 in 1997 and $57,536,000 in 1996                                   57,840,680             57,152,860

Loans                                                                          374,052,618            363,266,911
  Unearned discount                                                            (16,547,780)           (18,028,671)
  Reserve for possible loan losses                                              (5,207,989)            (4,475,000)
                                                                               -----------            -----------
          Net loans                                                            352,296,849            340,763,240
                                                                               -----------            -----------

Bank premises and equipment                                                      8,472,015              8,008,727
Accrued interest receivable                                                      5,519,718              4,963,438
Other real estate                                                                  699,008                723,748
Intangible assets                                                                2,561,683              2,688,974
Other assets                                                                     2,799,574              2,152,454
                                                                               -----------            -----------

                                                                             $ 569,660,748          $ 523,760,466
                                                                               ===========            ===========

     Liabilities and Stockholders' Equity

Liabilities:
  Deposits:
    Non-interest bearing                                                     $  60,915,881          $  56,116,144
    Interest bearing                                                           447,663,052            407,977,979
                                                                               -----------            -----------
          Total deposits                                                       508,578,933            464,094,123
                                                                               -----------            -----------

  Other borrowings                                                               2,940,131              6,631,402
  Accrued interest payable                                                       2,831,872              2,434,230
  Other liabilities                                                              2,387,767              1,512,131
                                                                               -----------            -----------
          Total liabilities                                                    516,738,703            474,671,886
                                                                               -----------            -----------

Stockholders' equity:
  Common stock, $5.00 par value, 15,000,000 shares
    authorized, 3,394,656 issued and outstanding                                16,973,280             16,973,280
  Additional paid-in capital                                                    10,698,388             10,698,388
  Retained earnings                                                             24,740,994             21,087,077
  Net unrealized gain on securities available for
    sale, net of income taxes                                                      509,383                329,835
                                                                               -----------            -----------
          Net stockholders' equity                                              52,922,045             49,088,580
                                                                               -----------            -----------

                                                                             $ 569,660,748          $ 523,760,466
                                                                               ===========            ===========

<FN>

The accompanying notes are an integral part of these financial statements.

(1)  Derived from audited financial statements.
</FN>
</TABLE>

                                                              -4-



<PAGE>



<TABLE>
<CAPTION>



                     FIRST M & F CORPORATION AND SUBSIDIARY

                   Condensed Consolidated Statements of Income

                                (Unaudited)

                                               Three Months Ended                       Nine Months Ended
                                          September 30,       September 30,      September 30,      September 30,
                                          1997                   1996                1997                1996
                                      -------------         -------------       -------------        ------------

<S>                                     <C>                  <C>                 <C>                 <C>         
Interest income:
  Interest and fees on loans            $  8,633,081         $  8,075,596        $ 25,227,537        $ 22,873,723
  Interest bearing bank balances              55,312               32,377             146,382             152,825
  Taxable investments                      1,896,127            1,704,843           5,299,360           5,754,887
  Tax exempt investments                     542,642              486,441           1,561,566           1,481,217
  Federal funds sold                         136,866              111,667             473,029             544,055
                                          ----------           ----------          ----------          ----------
          Total interest income           11,264,028           10,410,924          32,707,874          30,806,707
                                          ----------           ----------          ----------          ----------

Interest expense:
  Deposits                                 5,308,178            4,571,726          15,136,741          13,423,863
  Short-term borrowings                          159               25,955               3,624             958,311
  Other borrowings                            45,508              157,096             193,149             245,457
                                          ----------           ----------          ----------          ----------
          Total interest expense           5,353,845            4,754,777          15,333,514          14,627,631
                                          ----------           ----------          ----------          ----------

          Net interest income              5,910,183            5,656,147          17,374,360          16,179,076
Provision for possible loan losses           866,780              281,203           1,658,068             785,684
                                          ----------           ----------          ----------          ----------
          Net interest income after
            provision for possible
            loan losses                    5,043,403            5,374,944          15,716,292          15,393,392
                                          ----------           ----------          ----------          ----------

Other operating income:
  Service charges on deposits                841,484              921,349           2,500,830           2,649,671
  Credit insurance income                    664,192              118,605             854,307             365,087
  Gains (losses) on AFS investments           11,989                 (107)      18,701                     21,844
  Other income                                45,505              141,658             409,491             464,745
                                          ----------           ----------          ----------          ----------
          Total other operating income     1,563,170            1,181,505           3,783,329           3,501,347
                                          ----------           ----------          ----------          ----------

Other operating expenses:
  Salaries and employee benefits           2,110,487            1,990,909           6,202,214           5,951,540
  Net occupancy expense                      256,521              236,731             731,055             758,798
  Equipment and data processing
    expenses                                 419,487              435,829           1,308,113           1,301,470
  Regulatory insurance and fees               32,269               42,896              85,841              76,912
  Other expenses                           1,016,873            1,108,333           3,006,908           2,951,903
                                          ----------           ----------          ----------          ----------
          Total other operating
            expenses                       3,835,637            3,814,698          11,334,131          11,040,623
                                          ----------           ----------          ----------          ----------

          Income before income taxes       2,770,936            2,741,751           8,165,490           7,854,116
Income taxes                                 794,976              827,325           2,339,040           2,230,755
                                          ----------           ----------          ----------          ----------

          Net income                    $  1,975,960         $  1,914,426        $  5,826,450        $  5,623,361
                                          ==========           ==========          ==========          ==========


Earnings per share                            $ 0.58               $ 0.56              $ 1.72              $ 1.66
                                                ====                 ====                ====                ====

<FN>

The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>

                                        -5-



<PAGE>



<TABLE>
<CAPTION>



                                            FIRST M & F CORPORATION AND SUBSIDIARY

                                   Condensed Consolidated Statements of Stockholders' Equity

                                                     (Unaudited)

                             Additional
                 Common       Paid-In       Retained    Treasury    Unrealized
                 Stock        Capital       Earnings     Stock      Gain (Loss)       Total

<S>          <C>           <C>           <C>           <C>          <C>          <C>         
January 1,
  1996       $ 16,973,280  $ 10,653,316  $ 16,492,206  $ (48,828)   $  698,987   $ 44,768,961

Net income              -             -     5,623,361          -             -      5,623,361

Cash
  dividends
  paid ($.55
  per share)            -             -    (1,866,111)         -             -     (1,866,111)

Net change in
  unrealized
  gain                  -             -             -          -      (586,307)      (586,307)

Sale of
  treasury
  stock                 -        45,072             -     48,828             -         93,900
               ----------    ----------    ----------     ------       -------     ----------

September 30,
  1996       $ 16,973,280  $ 10,698,388  $ 20,249,456  $       -    $  112,680   $ 48,033,804
               ==========    ==========    ==========     ======       =======     ==========



January 1,
  1997       $ 16,973,280  $ 10,698,388  $ 21,087,077     $    -    $  329,835   $ 49,088,580

Net income              -             -     5,826,450          -             -      5,826,450

Cash
  dividends
  paid ($.64
  per share)            -             -    (2,172,533)         -             -     (2,172,533)

Net change in
  unrealized
  gain                  -             -             -          -       179,548        179,548
               ----------    ----------    ----------       ----       -------     ----------

September 30,
  1997       $ 16,973,280  $ 10,698,388  $ 24,740,994     $    -    $  509,383   $ 52,922,045
               ==========    ==========    ==========       ====       =======     ==========




<FN>


The accompanying notes are an integral part of these financial statements.

</FN>
</TABLE>

                                                                    -6-



<PAGE>


<TABLE>
<CAPTION>




                                            FIRST M & F CORPORATION AND SUBSIDIARY

                                        Condensed Consolidated Statements of Cash Flows

                                                      (Unaudited)

                                                                                    Nine Months Ended September 30,
                                                                                      1997                   1996
                                                                                      ----                   ----

<S>                                                                              <C>                    <C>         
Cash flows from operating activities:
  Net income                                                                     $  5,826,450           $  5,623,361
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Depreciation and amortization                                                     895,607                867,525
    Provision for possible loan losses                                              1,658,068                785,684
    Increase in interest receivable                                                  (556,280)               (55,003)
    Increase in interest payable                                                      397,642                292,005
    Other, net                                                                        253,308                 (9,383)
                                                                                   ----------             ----------

          Net cash provided by operating activities                                 8,474,795              7,504,189
                                                                                   ----------             ----------

Cash flows from investing activities: Net (increase) decrease in:
    Interest bearing bank balances                                                 (1,075,481)            (2,971,746)
    Federal funds sold                                                             (3,400,000)            (6,450,000)
    Securities available for sale                                                 (21,710,787)            34,556,066
    Investment securities                                                            (687,820)              (365,466)
    Loans                                                                         (13,191,677)           (40,238,167)
    Bank premises and equipment                                                    (1,231,600)            (1,124,292)
                                                                                   ----------             ----------

          Net cash used in investing activities                                   (41,297,365)           (16,593,605)
                                                                                   ----------             ----------

Cash flows from financing activities: Net increase (decrease) in:
    Deposits                                                                       44,484,754             58,575,758
    Securities sold under agreements to repurchase                                          -            (47,358,602)
    Other borrowings                                                               (3,691,271)             4,464,261
  Proceeds of sale of treasury stock                                                        -                 93,900
  Cash dividends                                                                   (2,172,533)            (1,866,111)
                                                                                   ----------             ----------

          Net cash provided by financing activities                                38,620,950             13,909,206
                                                                                   ----------             ----------

          Net increase in cash and due from banks                                   5,798,380              4,819,790

Cash and due from banks at January 1                                               20,213,398             18,823,519
                                                                                   ----------             ----------

Cash and due from banks at September 30                                          $ 26,011,778           $ 23,643,309
                                                                                   ==========             ==========





<FN>



The accompanying notes are an integral part of these financial statements.

</FN>
</TABLE>

                                                              -7-



<PAGE>






                     FIRST M & F CORPORATION AND SUBSIDIARY

              Notes to Condensed Consolidated Financial Statements



Note 1:  Basis of Presentation

  The accompanying  unaudited condensed  consolidated  financial statements have
      been prepared in accordance with generally accepted accounting  principles
      for interim  financial  information and with the instructions to Form 10-Q
      and Article 10 of Regulation S-X. Accordingly, they do not include all the
      information  and  footnotes  required  by  generally  accepted  accounting
      principles  for  complete   financial   statements.   In  the  opinion  of
      management,  all  adjustments  (consisting of normal  recurring  accruals)
      considered  necessary  for a fair  presentation  have been  included.  The
      condensed  consolidated  financial  statements  of First M & F Corporation
      include the  financial  statements  of Merchants & Farmers  Bank, a wholly
      owned subsidiary, and its wholly owned subsidiaries, First M & F Insurance
      Co., M & F Financial Services, Inc. and M & F Bank Securities Corporation.
      For further  information,  refer to the consolidated  financial statements
      and footnotes thereto included in the Company's annual report on Form 10-K
      for the year ended December 31, 1996.


Note 2:  Statements of Cash Flows

   During the nine months ended September 30, 1997 and 1996, the Company had the
      following payments:

                                             1997                  1996
                                             ----                  ----

      Income taxes                      $  2,315,000          $  2,573,000
      Interest on deposit liabilities     14,724,000            14,101,000
      Interest on other borrowings           211,000             1,170,000
                                          ==========            ==========
























                                                           -8-



<PAGE>






                             FIRST M & F CORPORATION

Item 2:  Management's Discussion and Analysis of Financial Condition and Results
  of Operations

Earnings Summary

The  Company's  net income for the nine  months  ended  September  30,  1997 was
$5,826,450,  or $1.72 per share, compared to $5,623,361, or $1.66 per share, for
the same period of 1996.  This  represents an increase in earnings per share and
in net earnings of 3.6%.  Return on average assets was 1.41% for the nine months
compared to 1.40% for 1996. Return on average equity was 15.34% as contrasted to
15.80% for 1996.  These two key measures of bank  profitability  and performance
continue to reflect the growth in net interest  income and non  interest  income
combined with emphasis on the budgeting and control of non interest  expenses to
produce good earnings for the Company.  Quarterly  earnings for the three months
ended  September 30, 1997,  contrasted to the same period of 1996  reflected net
income of $1,975,960  and earnings per share of $0.58 compared to $1,914,426 and
$0.56 per share for the 1996 quarter.

Other  factors  affecting  earnings  during the quarter  and nine  months  ended
September  30,  1997,  involve  the  Bank  subsidiary's  credit  life  company's
collection of $530,000 in settlement of computational  errors and  underpayments
of reinsurance  commissions  involving its third party management  company.  The
effect on 1997  earnings  was  approximately  $390,000,  net of taxes  ($.11 per
common share). Management also decided to make additional bad debt provisions of
approximately  $475,000  during the third quarter as a result of  uncertainty in
the economy concerning consumer credit quality.

Net Interest Income

During  the nine  month  period  ending  September  30,  1997,  the level of net
interest  income  increased  $1,195,284 or 7.39% over the comparable  period for
1996. This was the result of an increase in the overall volume of earning assets
in excess of interest bearing  liabilities.  To contrast the two periods,  total
earning assets for the period ending September 30, 1997 were  approximately $528
million  compared  to  approximately  $489  million  at  December  31,  1996  (a
difference of $39 million). This excess of total earning assets over liabilities
contributed to the greater volume of net interest income during the period.  Net
interest  income  (FTE) as a percent  of average  assets  for the period  ending
September 30, 1997, was 4.44%, contrasted to 4.40% for the same period of 1996.
















                                                           -9-



<PAGE>






                             FIRST M & F CORPORATION


Provision for Loan Losses

During the nine month period ending September 30, 1997, the Company's  provision
for loan losses was  $1,658,068  contrasted  to $785,684  for the same period of
1996.  This provision  reflects  management's  assessment of the adequacy of the
reserve  for  possible  loan  losses  to  absorb  potential  losses  in the loan
portfolio. Factors considered involve an assessment of growth and composition of
the  portfolio;  historical  credit loss  experience;  current  and  anticipated
economic conditions;  and changes in the borrower's financial condition.  During
the first  eight  months of 1996,  the  Company  used  $75,000  per month as its
estimate of 1996 requirement.  In September, 1996 the provision was increased to
$100,000  for  the  remainder  of 1996  to  provide  for  some  sluggishness  in
collections  and for general  overall growth of the portfolio.  The estimate for
1997 is $125,000 per month and has been provided primarily to raise the level of
the reserve for overall growth.

Non Interest Income

One of the Company's key long-term strategies is to continue to boost its growth
in non interest income. For the nine month period ending September 30, 1997, non
interest  income was  $3,783,329  as compared to  $3,501,347  for 1996.  For the
quarter ended September 30, 1997, this total non-interest income was impacted by
the  collection of $530,000 at the Bank  subsidiary  credit life  company,  as a
result in errors and  underpayment  of  commissions  from prior  years.  Service
charges on deposits reflected an approximate  $80,000 or 8.6% decrease for 1997,
primarily as a result of  opportunity  in the NSF check fee routine.  Management
continues to emphasize the non interest income area through  increased focus and
budget/incentive processes.

Non Interest Expense

Another  strategy of the Company is to contain non interest  expenses  within an
overall  growth  discipline.  At September 30, 1997,  the  Company's  efficiency
ratio, an indicator of control of non interest  expenses,  was 55% contrasted to
56% for the same  period of 1996.  However,  improvements  have been made in the
overall  monitoring  and  control of expense  through the  budgeting  and review
process.

Salaries and benefits  comprise the largest portion of non interest  expense and
increased 4.2% when compared to the same period of 1996 and  approximately  2.0%
of that  increase  occurred  in the third  quarter  of 1997  over  1996  levels.
Additional staffing has been required in several locations as a result of volume
and increased demand and added customer service facilities.

Income Taxes

For the nine months ended  September 30, 1997, the Company's  effective tax rate
was 28.6% as  compared to 28.4% for the same  period of 1996.  This  increase in
effective  rate is the  result  of the  reduction  of the  level  of  tax-exempt
investment  income  and,  for the first year ever,  a  provision  for  estimated
Mississippi  corporate  income taxes.  The Mississippi 5% corporate tax rate has
been factored  into the monthly  accrual and  estimated  quarterly  payments are
being made in compliance with the state taxing regulations.

                                                          -10-



<PAGE>






                             FIRST M & F CORPORATION


Assets/Liabilities

Loans,  net of unearned  discount,  increased to $357.5 million at September 30,
1997, as compared to $345.2 million at the end of 1996.  This growth of 3.55% in
loans since  December 31, 1996,  has occurred  primarily in the third quarter of
1997,  and  continues  favorably  in the  fourth  quarter of 1997.  The  overall
softness  of our  consumer  loan demand  during the first six  months,  however,
reduced loan volumes during that period.

The current level of the reserve for possible loan losses  approximates 1.46% of
total loans outstanding.  The Company's  nonperforming loans past due 90 days or
more remain well  controlled  and continue to compare  favorably to peer levels.
The adequacy of the reserve is reviewed  quarterly  using  criteria and guidance
provided by the appropriate regulatory agencies and is presented to the Board of
Directors  for  subsequent  review and  approval.  Management  has  continued to
monitor the consumer loan  portfolio as softness in credit  quality has begin to
show.  An upward  trend in  charged  off  consumer  loans in 1997 has  confirmed
management's concern relating to this economic sector.  Management will continue
to take a prudent approach in the evaluation of the reserve for loan losses.

The securities portfolio is utilized to provide quality investment  alternatives
for  available  funds and a stable source of interest  income.  At September 30,
1997, the total securities portfolio was approximately $166 million, up from the
December 31, 1996 level by  approximately  $23 million.  Yield for the portfolio
was at 6.06% for the nine months ended  September  30, 1997 and is comparable to
peer  groups.  There  were no sales of held to  maturity  securities  during the
period.

Deposits  originating from the various communities served by the Company provide
the primary source of its funds.  Total  deposits  increased  approximately  $45
million  or 9.6%  during  the  nine  month  period  ended  September  30,  1997,
consistent with growth plans for the year.

Other borrowings of $2,940,131  include  approximately  $2.6 million in advances
from the Federal Home Loan Bank of Dallas and are primarily funding sources tied
to specific loans.





















                                                          -11-



<PAGE>






                             FIRST M & F CORPORATION


Equity

The Company's  regulatory  capital  ratios at September 30, 1997, as shown below
are in excess of the minimum  requirements  and qualify the institution as "well
capitalized" under the definition of such.

                                                 ($ in Thousands)

  Tier 1 capital                                    $  49,851
  Tier 2 capital element                                4,442
                                                       ------

            Total qualifying capital                $  54,293
                                                       ======


  Risk weighted assets                              $ 354,888
                                                      =======


  Total qualifying capital/risk weighted assets         15.30%


  Leverage ratio                                         8.81%


The dividend payout ratio for the nine months ended September 30, 1997 was 37.3%
of net income reflecting total dividends of $.64 per share. Book value per share
at September 30, 1997 was $15.59 compared to a $30.00 per share market price.





























                                                          -12-



<PAGE>






                             FIRST M & F CORPORATION


Asset/Liability Management/Liquidity

The asset/liability  committee is responsible for managing the Company's program
for  controlling and monitoring  interest rate risk and for  maintaining  income
stability,   given  the  Company's   exposure  to  changes  in  interest  rates.
Appropriate  policy and guidelines,  approved by the board of directors,  govern
these actions.  Monitoring is primarily  accomplished through weekly reviews and
analysis of asset/liability market conditions and gap analysis.

The asset/liability  committee establishes  guidelines,  approved by appropriate
board  action,  by which  the  current  liquidity  position  of the  Company  is
monitored to ensure adequate funding capacity.  Accessibility to local, regional
and other funding  sources is also  maintained in order to actively  manage both
the asset and liability sides of the balance sheet.  These funding  requirements
and  the  Company's  ability  to  maintain  liquidity  is also  enhanced  by the
Company's consistent earning capacity and adequate capital.







































                                                          -13-



<PAGE>






                             FIRST M & F CORPORATION


                           PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

No new legal proceedings occurred in the third quarter.


Item 2 - Changes in Securities

None


Item 3 - Defaults Upon Senior Securities

None


Item 4 - Submission of Matters to a Vote of Security Holders

None


Item 5 - Other Information

None


Item 6 - Exhibits and Reports on Form 8-K

Exhibit 11 - Statement of computation of earnings per share

























                                                          -14-



<PAGE>


                       FIRST M & F CORPORATION


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.


FIRST M & F CORPORATION
     (Registrant)



DATE:  November 7, 1997                    /s/ Hugh S. Potts, Jr.
                                           Hugh S. Potts, Jr.
                                           Chairman and Chief Executive Officer



DATE:  November 7, 1997                   /s/ Scott M. Wiggers
                                          Scott M. Wiggers
                                          President and Chief Accounting Officer




































                                                          -15-