`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 March 31, 2003                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.)

             134 West Washington Street
              Kosciusko, Mississippi                      39090
       --------------------------------------          -------------
       Address of Principal Executive Offices             Zip Code

                                 (662) 289-5121
                          -------------------------------
                           Registrant's telephone number

                                    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 by check mark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).

                              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 April 30, 2003
            -----                             -----------------------------

Common stock ($5.00 par value)                       4,645,976 shares`

# Page 1 of 26

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                     FORM 10-Q

                                     CONTENTS
                                     --------

                                                                      Page
                                                                      ----

PART I:  FINANCIAL INFORMATION                                          3
  Item 1 - Financial Statements (unaudited):
             Consolidated Statements of Condition                       4
             Consolidated Statements of Income                          5
             Consolidated Statements of Comprehensive Income            6
             Consolidated Statements of Stockholders' Equity            7
             Consolidated Statements of Cash Flows                    8-9
             Notes to Consolidated Financial Statements             10-12
             Independent Accountants' Review Report                    13

  Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations          14-19

  Item 3 - Quantitative and Qualitative Disclosures About
             Market Risk                                               20

Item 4 - Controls and Procedures                                       21


PART II:  OTHER INFORMATION
  Item 1 - Legal Proceedings                                           22
  Item 2 - Changes in Securities and Use of Proceeds                   22
  Item 3 - Defaults upon Senior Securities                             22
  Item 4 - Submission of Matters to a Vote of Security
             Holders                                                   22
  Item 5 - Other Information                                           23
  Item 6 - Exhibits and Reports on Form 8-K                            23

SIGNATURE                                                              24

CERTIFICATIONS                                                      25-26

EXHIBIT INDEX

EXHIBITS`

# -2-

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# PART I:
FINANCIAL INFORMATION

# Item 1 -
Financial Statements (Unaudited)

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`FIRST M & F CORPORATION AND SUBSIDIARY

                         Consolidated Statements of Condition
                           (In Thousands, Except Share Data)

                                                    (Unaudited)
                                                     March 31,      December 31,
                   Assets                               2003           2002 (1)
                   ------                            ----------     ------------

Cash and due from banks ........................   $     27,223    $     43,329
Interest bearing bank balances .................         13,938          12,610
Federal funds sold .............................         33,350           7,700
Securities available for sale (amortized
  cost of $220,235 and $226,617) ...............        229,076         236,110

Loans ..........................................        700,200         678,746
  Allowance for loan losses ....................        (10,393)        (10,258)
                                                     ----------     ------------
          Net loans ............................        689,807         668,488
                                                     ----------     ------------
Bank premises and equipment ....................         21,405          21,508
Accrued interest receivable ....................          7,176           7,125
Other real estate ..............................          1,490             950
Intangible assets ..............................         16,918          16,951
Other assets ...................................         21,798          22,363
                                                     ----------     ------------
                                                   $  1,062,181    $  1,037,134
                                                     ----------     ------------
                                                     ----------     ------------
     Liabilities and Stockholders' Equity

Liabilities:
  Deposits:
    Non-interest bearing .......................   $    103,999    $    101,915
    Interest bearing ...........................        755,706         722,109
                                                     ----------     ------------
          Total deposits .......................        859,705         824,024
                                                     ----------     ------------
  Federal funds and repurchase agreements ......         16,940          23,599
  Other borrowings .............................         65,583          71,142
  Accrued interest payable .....................          1,816           1,920
  Other liabilities ............................          7,040           7,583
                                                     ----------     ------------
          Total liabilities ....................        951,084         928,268
                                                     ----------     ------------
                                                     ----------     ------------
Noncontrolling joint venture interest ..........            752             656
                                                     ----------     ------------

Stockholders' equity:
  Common stock of $5.00 par value.  15,000,000
    shares authorized; 4,640,649 and 4,587,046
    shares issued and outstanding ..............         23,203          22,935
  Additional paid-in capital ...................         34,041          33,260
  Retained earnings ............................         49,080          47,585
  Accumulated other comprehensive income .......          4,021           4,430
                                                     ----------     ------------
          Total stockholders' equity ...........        110,345         108,210
                                                     ----------     ------------
                                                   $  1,062,181    $  1,037,134
                                                     ----------     ------------
                                                     ----------     ------------

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

(1)  Derived from audited financial statements.`

# -4-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                           Consolidated Statements of Income
                           (In Thousands, Except Share Data)
                                      (Unaudited)

                                                 Three Months Ended March 31,
                                                 ----------------------------
                                                       2003      2002
                                                       ----      ----
Interest income:
  Interest and fees on loans .....................  $ 11,709  $ 12,336
  Taxable investments ............................     1,933     2,543
  Tax exempt investments .........................       596       682
  Federal funds sold .............................       106        76
  Interest bearing bank balances .................        42        42
                                                     -------  --------
          Total interest income ..................    14,386    15,679
                                                     -------  --------
Interest expense:
  Deposits .......................................     3,927     5,634
  Short-term borrowings ..........................       167       172
  Other borrowings ...............................       768       813
                                                     -------  --------
          Total interest expense .................     4,862     6,619
                                                     -------  --------
          Net interest income ....................     9,524     9,060
Provision for loan losses ........................       920     1,200
                                                     -------  --------
          Net interest income after provision
            for loan losses ......................     8,604     7,860
                                                     -------  --------
Non interest income:
  Service charges on deposits ....................     1,798     1,696
  Mortgage banking income ........................       172       252
  Agency commission income .......................       826       770
  Other fee income ...............................       228       217
  Gains on securities available for sale .........        --         1
  Other income ...................................       352       337
                                                     -------  --------
          Total non interest income ..............     3,376     3,273
                                                     -------  --------
Non interest expenses:
  Salaries and employee benefits .................   $ 4,320  $  4,355
  Net occupancy expense ..........................       518       497
  Equipment and data processing expenses .........       970       902
  Other expenses .................................     2,448     2,174
                                                     -------  --------
          Total non interest expenses ............     8,256     7,928
                                                     -------  --------
          Income before income taxes .............     3,724     3,205
Income taxes .....................................     1,070       896
                                                     -------  --------

          Net income .............................   $ 2,654   $ 2,309
                                                     -------  --------
                                                     -------  --------
Earnings per share
  Basic ..........................................   $  0.57   $  0.50
  Diluted ........................................      0.57      0.50
                                                     -------  --------
                                                     -------  --------

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

# -5-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                       Consolidated Statements of Comprehensive Income
                              (In Thousands, Except Share Data)
                                         (Unaudited)


                                                      Three Months Ended March 31,
                                                      ----------------------------
                                                             2003         2002
                                                             ----         ----

Net income ...........................................     $ 2,654      $ 2,309
                                                           -------      -------
Other comprehensive income:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses), net of
      taxes of $243 and $394 .........................        (409)        (663)
    Plus (minus) reclassification adjustment
      for (gains) losses included in net income,
      net of taxes ...................................          --           (1)
                                                           -------      -------
          Other comprehensive income .................        (409)        (664)
                                                           -------      -------
          Total comprehensive income .................     $ 2,245      $ 1,645
                                                           -------      -------
                                                           -------      -------























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

# -6-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                         Consolidated Statements of Stockholders' Equity
                              (In Thousands, Except Share Data)
                                         (Unaudited)


                                                                Accumulated
                                     Additional                    Other
                          Common      Paid-In        Retained    Comprehensive
                          Stock       Capital        Earnings       Income           Total
                          -------    ----------      --------    -------------       -----

January 1, 2002          $ 23,074      $ 33,876      $ 41,960        $ 1,153       $ 100,063

Net income                      -             -         2,309              -           2,309

Cash dividends ($.25
  per share)                    -             -        (1,153)             -          (1,153)

Net change                      -             -             -           (664)           (664)
                         --------      --------      --------        -------       ---------
March 31, 2002           $ 23,074      $ 33,876      $ 43,116        $   489       $ 100,555
                         --------      --------      --------        -------       ---------
                         --------      --------      --------        -------       ---------

January 1, 2003          $ 22,935      $ 33,260      $ 47,585        $ 4,430       $ 108,210

Net income                      -             -         2,654              -           2,654

Cash dividends ($.25
  per share)                    -             -        (1,159)             -          (1,159)

Exercise of options for
  128,603 common shares       643         2,817             -              -           3,460

75,000 common shares
  repurchased                (375)       (2,036)            -              -          (2,411)

Net change                      -             -             -           (409)           (409)
                         --------      --------      --------        -------       ---------
March 31, 2003           $ 23,203      $ 34,041      $ 49,080        $ 4,021       $ 110,345
                         --------      --------      --------        -------       ---------
                         --------      --------      --------        -------       ---------




















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

# -7-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                            Consolidated Statements of Cash Flows
                              (In Thousands, Except Share Data)
                                         (Unaudited)


                                                  Three Months Ended March 31,
                                                  ----------------------------
                                                        2003      2002
                                                        ----      ----
Cash flows from operating activities:
  Net income .....................................    $2,654    $ 2,309
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Provision for loan losses ....................       920      1,200
    Depreciation and amortization ................       494        501
    Net investment amortization ..................       300        179
    Gain on securities available for sale ........        --         (1)
    Deferred income taxes ........................       199       (439)
    (Increase) decrease in:
      Accrued interest receivable ................       (51)       148
      Cash surrender value of bank owned life
        insurance ................................      (149)      (162)
    Increase (decrease) in:
      Accrued interest payable ...................      (104)      (279)
      Income taxes payable .......................       603     (3,054)
    Other, net ...................................      (555)      (731)
                                                     --------   --------
          Net cash provided by (used in) operating
            activities ...........................     4,311       (329)
                                                     --------   --------
Cash flows from investing activities:
  Purchases of securities available for sale .....   (18,764)   (41,493)
  Sales of securities available for sale .........        --        500
  Maturities of securities available for sale ....    25,120     23,887
  Net (increase) decrease in:
    Interest bearing bank balances ...............    (1,328)    (5,417)
    Federal funds sold ...........................   (25,650)   (11,900)
    Loans ........................................   (22,726)     2,855
    Bank premises and equipment ..................      (344)      (227)
  Other, net .....................................       (23)       250
                                                     --------   --------
          Net cash used in investing activities ..   (43,715)   (31,545)
                                                     --------   --------










                                                                   (Continued)
                                                                   -----------`

# -8-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                            Consolidated Statements of Cash Flows
                              (In Thousands, Except Share Data)
                                         (Unaudited)

                                                    Three Months Ended March 31,
                                                    ----------------------------
                                                          2003       2002
                                                          ----       ----
Cash flows from financing activities:
  Net increase (decrease) in:
    Non-interest bearing deposits ..................  $   2,084    $ (1,366)
    Interest bearing deposits ......................     33,596      16,341
    Securities sold under agreements to
      repurchase and other short-term borrowings ...     (6,659)      4,249
  Repayments of other borrowings ...................     (5,613)     (1,414)
  Common shares issued .............................      3,460        --
  Common shares repurchased ........................     (2,411)       --
  Cash dividends ...................................     (1,159)     (1,153)
                                                       ---------   ---------
          Net cash provided by financing
            activities .............................     23,298      16,657
                                                       ---------   ---------
          Net decrease in cash and due from
            banks ..................................    (16,106)    (15,217)

Cash and due from banks at January 1 ...............     43,329      40,945
                                                       ---------   ---------
Cash and due from banks at March 31                    $ 27,223    $ 25,728
                                                       ---------   ---------
                                                       ---------   ---------




























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

# -9-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                    Notes to Consolidated Financial Statements
                        (In Thousands, Except Share Data)
                                    (Unaudited)



Note 1:  Basis of Presentation
-------------------------------

      The accompanying unaudited condensed consolidated financial statements have been prepared in accordance
      with accounting principles generally accepted in the United States of America 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 accounting principles generally accepted in the
      United States of America 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 the Bank's wholly owned subsidiaries, First M &
      F Insurance Co., M & F Financial Services, Inc., M & F Bank Securities Corporation, M & F Insurance Group,
      Inc. and the Bank's 51% owned accounts receivable financing joint venture.  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, 2002.


Note 2:  Statements of Cash Flows
---------------------------------

      During the three months ended March 31, 2003 and 2002, the Company had the following
      payments:

                                                                 2003                  2002
                                                              --------              --------
      Interest                                                 $ 4,966               $ 6,898
      Income taxes                                                 268                 4,332
                                                              --------              --------
                                                              --------              --------


Note 3:  Stock-Based Compensation
---------------------------------

      The Company accounts for its stock-based employee compensation plans based on the "intrinsic value
      method" provided in Accounting Principles Board Opinion (APB) No. 25, "Accounting for Stock Issued to
      Employees", and related interpretations.  Because the exercise price of the Company's employee stock
      options equals the market price of the underlying stock on the date of grant, no compensation expense is
      recognized on option plans.`

# -10-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                   Notes to Consolidated Financial Statements
                         (In Thousands, Except Share Data)
                                    (Unaudited)




Note 3:  (Continued)
--------------------

      Statement of Financial Accounting Standards (SFAS) No. 123, "Accounting for Stock-Based
      Compensation", as amended by SFAS No. 148, requires pro forma disclosures for net income and earnings per
      share for companies not adopting its fair value accounting method for stock-based employee compensation.
      The pro forma disclosures below use the fair value method of SFAS No. 123 to measure compensation expense
      for stock-based employee compensation plans.

                                               Three Months Ended
                                                   March 31,
                                             ----------------------
                                                2003        2002
                                                ----        ----

Net income, as reported                        $ 2,654   $   2,309
Total stock-based employee compensation
  expense determined under fair value
  method for all awards, net of related
  tax effects                                        8          16
                                                 -----       -----
Pro forma net income                           $ 2,646   $   2,293
                                                 -----       -----
                                                 -----       -----
Earnings per share:
  Basic - as reported                          $   .57   $     .50
  Basic - pro forma                                .57         .50

  Diluted - as reported                            .57         .50
  Diluted - pro forma                              .57         .50
                                                 -----       -----
                                                 -----       -----

  The fair value of stock options granted was estimated at the date of grant using the
      Black-Scholes option-pricing model.

  The following is a summary of outstanding options and weighted average exercise price:

                                         2003                      2002
                                ---------------------     ----------------------
                                 Number        Price       Number        Price
                                 ------        -----       ------        -----

    January 1                    319,752      $ 28.30      347,802      $ 28.22
    Granted                            -            -            -            -
    Exercised                   (128,603)       26.90            -            -
    Forfeited                          -            -            -            -
                                --------        -----      -------        -----

    March 31                     191,149      $ 29.24      347,802      $ 28.22
                                --------        -----      -------        -----
                                --------        -----      -------        -----`

# -11-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                    Notes to Consolidated Financial Statements
                         (In Thousands, Except Share Data)
                                   (Unaudited)



Note 4:Earnings Per Share
-------------------------

                                                     Three Months Ended
                                                          March 31,
                                                 ------------------------
                                                     2003           2002
                                                     ----           ----

Net income                                       $    2,654   $    2,309


Weighted average shares outstanding               4,626,012    4,614,784
Add dilutive effective of outstanding options        13,167         --
                                                  ---------    ---------

          Adjusted dilutive shares outstanding    4,639,179    4,614,784
                                                  ---------    ---------
                                                  ---------    ---------

Earnings per share:
  Basic                                          $      .57   $      .50
  Diluted                                               .57          .50
                                                  ---------    ---------
                                                  ---------    ---------

Note 5:  Common Stock Repurchase Program
----------------------------------------

      As discussed in Note 16 to the December 31, 2002, financial statements, the Company's Board of
      Directors approved a common stock repurchase program on August 14, 2002, authorizing the repurchase of up
      to 184,590 shares of the Company's outstanding common stock.  The Company's Board of Directors terminated
      the August 14, 2002, repurchase program and approved a common stock repurchase program on March 12, 2003,
      authorizing the repurchase of up to 240,000 shares of the Company's outstanding common stock beginning in
      March, 2003.  The authorization specifies that the shares will be repurchased within twelve months.  The
      timing and extent of any repurchases are subject to management's discretion and will depend on market
      considerations.  The reaquired shares will be held as authorized but unissued shares to be used for general
      corporate purposes.`

# -12-

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# Independent
Accountants Review Report

## The Board of
DirectorsFirst M & F CorporationKosciusko, Mississippi

We have reviewed the
accompanying consolidated statement of condition of First M & F Corporation
and subsidiary as of March 31, 2003, and the related consolidated statements
of income and comprehensive income, stockholders' equity and cqsh flows for
for the three-month periods ended March 31, 2003 and 2002.  These financial
statements are the responsibility of the Companys management.

We conducted our reviews
in accordance with standards established by the American Institute of Certified
Public Accountants. A review of interim financial information consists
principally of applying analytical procedures to financial data and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with auditing
standards generally accepted in the United States of America, the objective of
which is expressing an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we
are not aware of any material modifications that should be made to the
accompanying consolidated financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.

We have previously
audited, in accordance with auditing standards generally accepted in the United
States of America, the consolidated statement of condition of First M & F
Corporation and subsidiary as of December 31, 2002, and the related consolidated
statements of income, comprehensive income, stockholders equity and cash
flows for the year then ended (not presented herein) and in our report dated
February 14, 2003, we expressed an unqualified opinion on those consolidated
financial statements. In our opinion, the information set forth in the
accompanying consolidated statement of condition as of December 31, 2002 is
fairly stated, in all material respects, in relation to the consolidated
statement of condition from which it has been derived.

## Shearer, Taylor & Co.
Ridgeland, MississippiMay 2, 2003

# -13-

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# FIRST M
& F CORPORATION

The following provides a narrative discussion and analyses of significant
changes in the Company's results of
operations and financial condition.  This discussion should be read in conjunction with the interim consolidated
financial statements and supplemental financial data presented elsewhere in this report.

This Form 10-Q may contain, or incorporate by reference, statements which
may constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended.  Prospective investors are cautioned that any such forward-looking
statements are not guarantees for future performance and involve risks and uncertainties, and that actual results
may differ materially from those contemplated by such forward-looking statements.  Specifically, this discussion
includes statements with respect to the allowance for loan losses; the effect of legal proceedings against the
Company's financial condition, results of operations and liquidity; and market risk disclosures.  Should one or
more of these risks materialize or the assumptions prove to be significantly different, actual results may vary
from those estimated, anticipated, projected or expected.  Important factors currently known to management that
could cause actual results to differ materially from those in forward-looking statements include significant
fluctuations in interest rates, inflation, economic recession, significant changes in the Federal and state legal
and regulatory environment, significant underperformance in our portfolio of outstanding loans and competition in
our markets.  We undertake no obligation to update or revise forward-looking statements to reflect changed
assumptions, the occurrence of unanticipated events or changes to future operating results over time.

Net income for the first three months of 2003 was $2.654 million, or $.57
per basic and diluted share as compared
to $2.309 million, or $.50 per basic and diluted share for the same period in 2002.  The increase in earnings per
share was due primarily to a higher net interest margin in the first three months of 2003 than in 2002.  The net
interest margin for the first three months of 2003 was 4.12% as compared to 4.02% for the same period in 2002.
The efficiency ratio for 2003 increased to 62.17% from 62.08% in the first three months of 2002.  Annualized
non-interest revenues were at 1.28% of average assets for 2003 as compared to 1.26% in 2002.  Annualized
non-interest expenses were 3.12% of average assets compared to 3.05% in 2002.  Return on assets for the first
three months of 2003 was 1.00%, while the return on equity was 9.63%.  Return on assets for the first three
months of 2002 was .89%, while the return on equity was 8.96%.

The following table shows performance ratios for the first quarter of 2003
as compared to the fourth quarter of 2002 and the first quarter of 2002.

`2003                    2002
                                                     -----------------------------
                                    1st Quarter      4th Quarter       1st Quarter
                                    -----------      -----------       -----------

EPS, Diluted                        $     .57        $     .59         $     .50
Net interest margin                      4.12%            4.38%             4.02%
Efficiency ratio                        62.17%           61.84%            62.08%
Return on assets                         1.00%            1.07%              .89%
Return on equity                         9.63%           10.12%             8.96%`

# -14-

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# FIRST M
& F CORPORATION

Net interest income for the first three months of 2003 was $9.524 million as
compared to $9.060 million for the
same period in 2002.  Earning asset yields were 6.14% in 2003 as compared to 6.82% in 2002.  However, funding
costs decreased to 2.31% in 2003 from 3.23% in 2002.  Average earning assets were $972.243 million in the first
three months of 2003 as compared to $954.442 million in the same period of 2002.  Average loans as a percentage
of earning assets were 70.48% in 2003 as compared to 68.51% in 2002.  Average interest bearing liabilities were
$840.212 million in the first three months of 2003 as compared to $820.147 million in the same period in 2002.
Average non-interest bearing deposits were $97.465 million in the first three months of 2003 as compared to
$106.132 million for the same period in 2002.

The following table shows margin-related ratios for the first quarter of 2003
as compared to the fourth quarter
of 2002 and the first quarter of 2002.

`2003               2002
                                           --------------------------------------
                                           1st Quarter   4th Quarter  1st Quarter
                                           -----------   -----------  -----------

Net interest income                         $   9,524      $ 9,710      $ 9,060
Earning asset yield                              6.14%        6.67%        6.82%
Funding cost                                     2.31%        2.63%        3.23%
Average loans as percentage of earning
  assets                                        70.48%       72.07%       68.51%
Average non-interest deposits to total
  funding                                       10.39%       10.87%       11.46%`

The provision for loan losses for the first three months of 2003 was $920
thousand as compared to $1.200 million
for the first three months of 2002.  The reserve for loan losses  as a percentage  of loans was 1.48% at March
31, 2003, 1.51% at December 31, 2002 and 1.38% at March 31, 2002.  Nonaccrual loans and 90 days past due accruing
loans as a percentage of loans outstanding were .78% at March 31, 2003, .55% at December 31, 2002 and .44% at
March 31, 2002.  Annualized net charge-offs as a percentage of average loans were .46% for the first three months
of 2003 as compared to .40% for the year ended December 31, 2002.

Non-interest income, excluding securities transactions, for the first three
months of 2003 was $3.376 million as
compared to $3.273 million in 2002.  Deposit income was up by 6.03% due to a restructuring of deposit accounts
and charges in 2002.  Agency commissions were up by 7.32% due to generally higher pricing in the market for
insurance products.  Mortgage revenues were down by $79 thousand due to lower volumes in 2003 and the sale and
discontinuation of mortgage servicing at the end of 2002.

# -15-

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# FIRST M
& F CORPORATION

The following table shows non-interest income components for the first
quarter of 2003 as compared to the fourth
quarter of 2002 and the first quarter of 2002.

`2003                      2002
                                    ----------------------------------------------
                                    1st Quarter      4th Quarter       1st Quarter
                                    -----------      -----------       -----------

Service charges on deposits          $ 1,798          $ 1,982            $ 1,696
Mortgage income                          172              286                252
Agency commissions                       826              810                770
Other non-interest income                580              623                554
Securities gains (losses)                 --                8                  1
                                     -------          -------            -------
          Total                      $ 3,376          $ 3,709            $ 3,273
                                     -------          -------            -------
                                     -------          -------            -------`

Non-interest expenses increased by 4.14% in the first three months of 2003 as
compared to the same period in
2002.  Salary and benefit expenses were down while other expenses increased.  The number of full-time equivalent
employees in the Company was 413 at March 31, 2003 as compared to 416 at December 31, 2002 and 404 at March 31,
2002.  Annualized non-interest expenses as a percentage of average assets were 3.12% for the first three months
of 2003 as compared to 3.26% for the year of 2002 and 3.05% for the first three months of 2002.  The Company's
efficiency ratio was 62.17% for the first three months of 2003 as compared to 62.00% for the year 2002 and 62.08%
for the first three months 2002.

The following table reflects the components of other non-interest expenses
(in thousands):

`March 31,          March 31,
                                                           2003               2002
                                                         ---------          ---------
Telecommunications                                       $   219            $   188
Postage and shipping                                         174                153
Supplies     185                                             159
Marketing and advertising                                    153                147
Foreclosed property                                           60                 64
Intangible asset amortization                                 34                 33
Other expenses                                             1,623              1,430
                                                           -----              -----
                                                         $ 2,448            $ 2,174
                                                           -----              -----
                                                           -----              -----`

# -16-

---

# FIRST M
& F CORPORATION

The following table shows non-interest expense ratios for the first quarter
of 2003 as compared to the fourth
quarter of 2002 and the first quarter of 2002.

`2003                         2002
                                                                ---------------------------------------------------
                                                                1st Quarter         4th Quarter         1st Quarter
                                                                -----------         -----------         -----------

Efficiency ratio                                                  62.17%              61.84%              62.08%
Non-interest expense to average assets                             3.12%               3.35%               3.05%
Salaries and benefits to total non-
  interest expense                                                52.33%              52.08%              54.93%`

Income taxes for the first three months of 2003 were 19.42% higher than in
the same period 2002.  The effective
tax rate for the first three months of 2003 was 28.73% as compared to 27.96% in the first three months of 2002.
The increase in taxes was primarily due to an increase in taxable income and a decrease in tax-exempt income from
2002 to 2003.

Assets were up by 2.42% from December 31, 2002 and up by 2.74% from March 31,
2002.  Loans grew  by 3.16%  in the
first  three months of  2003 and grew by 6.49% from March 31, 2002.  Investments declined by 2.98% in the first
three months of 2003, providing funds for first quarter loan growth.  Loan demand was strong in the first quarter
of 2003 with loans growing by $21.454 million.  In comparison, loans grew by $3.000 million in the fourth quarter
of 2002 and decreased by $3.732 million in the first quarter of 2002.  Loans as a percentage of assets were
65.92% at March 31, 2003 as compared to 65.44% at December 31, 2002 and 63.60% at March 31, 2002.

Deposits increased by 4.33% in the first three months of 2003 and by 3.38%
from March 31, 2002.  NOW and money
market deposits grew by $25.972 million in the first three months of 2003, with $16.721 million of the growth
occurring in municipal deposit accounts.  Certificates of deposit increased by approximately $7.625 million in
the first three months of 2003, due primarily to bonus-rate promotions in the 30 month and 57 month certificate
of deposit category.  Municipal deposits, up by $35 million in 2003, were dominated by tax receipts.  Other NOW
and money market deposits will probably remain at current levels until higher interest rates make reinvestment
more attractive.

Total borrowings were down by $12.218 million in the first three months of
2003, mainly due to the liquidity
provided by deposit growth and investment portfolio decreases.  Debt is expected to decrease over the course of
the year as excess liquidity is used to reduce leverage.

# -17-

---

# FIRST M
& F CORPORATION

The Company's regulatory capital ratios at March 31, 2003, as shown below
are in excess of the minimum
requirements and qualify the institution as "well capitalized" under the risk-based capital regulations.

`($ in thousands)
                                                -----------------
Tier 1 capital                                     $ 88,632
Tier 2 capital                                        9,081
                                                    -------
    Total risk-based capital                       $ 97,713
                                                    -------
Risk weighted assets                               $722,591
                                                    -------
                                                    -------
Total risk-based capital ratio                        13.52%
                                                    -------
                                                    -------
Leverage ratio                                         8.52%
                                                    -------
                                                    -------`

The total risk-based capital ratio for the Bank was 14.32% with a leverage
ratio of 9.05%.  The dividend payout
ratio for the first three months of 2003 was 43.86% based upon a quarterly dividend of $.25 per share.  The book
value of the stock at March 31, 2003 was $23.78, with a traded market value of $35.80 per share.

During the first quarter of 2003, 128,603 shares were issued through stock
option exercises.  The average issue
price was $26.90 per share.  The stock options exercised were from a plan that was assumed in the 1999 Community
Federal Bancorp acquisition.  The Company repurchased 75,000 shares in the open market during the first quarter
at an average cost of $32.14 per share.  The Company received Board approval to accelerate its repurchase program
to allow for the repurchase of 240,000 shares during the period of March, 2003 through February, 2004.

Responsibility for managing the Company's program for controlling and
monitoring interest rate and liquidity risk
and for maintaining income stability, given the Company's exposure to changes in interest rates, is vested in the
asset/liability committee.  Appropriate policy and guidelines, approved by the board of directors, govern these
actions.  Monitoring is primarily accomplished through monthly reviews and analysis of asset and liability
repricing opportunities, market conditions and expectations for the economy.  Cash flow analyses are also used to
project short-term interest rate risks and liquidity risks.  Management believes, at March 31, 2003, there is
adequate flexibility to alter the current rate and maturity structures as necessary to minimize the exposure to
changes in interest rates, should they occur.  The Company is currently in a positive gap position for assets and
liabilities repricing within the next year.  This generally means that for assets and liabilities maturing and
repricing within the next 12 months, the Company is positioned for more assets to mature and reprice than it has
in liabilities maturing and repricing.

# -18-

---

# FIRST M
& F CORPORATION

The asset/liability committee further 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 the funding structure
that supports the earning assets of the Company.  These sources are primarily correspondent banks, the Federal
Home Loan Bank and the Federal Reserve.

The Company measures and monitors credit quality on an ongoing basis through
credit committees and the loan
review process.  Credit standards are approved by the Board with their adherence monitored during the lending
process as well as through subsequent loan reviews.  The Company strives to minimize risk through the
diversification of the portfolio geographically within Mississippi as well as by loan purpose and collateral.

The adequacy of the allowance for loan losses is monitored quarterly with
provision accruals approved by the
Board.  Allowance adequacy is dependent on loan classifications by external examiners as well as by internal loan
review personnel, past due loans, loan growth and loss history.  The allowance as a percentage of loans at March
31, 2003 is comparable to other peer banks.

The following table shows non-performing loans and other assets of the
Company.

`March 31,           December 31,            March 31,
                                                         2003                  2002                  2002
                                                       --------            ------------            ---------

(Amounts in Thousands)
Nonaccrual loans                                        $ 1,296               $ 1,583               $ 1,406
90 Day past due loans                                     4,151                 2,170                 1,515
                                                        -------               -------               -------
  Total non-performing loans                              5,447                 3,753                 2,921
Other real estate                                         1,490                   950                 1,268
                                                        -------               -------               -------
  Total non-performing assets                           $ 6,937               $ 4,703               $ 4,189
                                                        -------               -------               -------
                                                        -------               -------               -------
Non-performing loans to loans                               .78%                  .55%                  .44%
Non-performing assets to assets                             .65%                  .45%                  .41%
                                                        -------               -------               -------
                                                        -------               -------               -------`

# -19-

---

# FIRST M
& F CORPORATION

Market risk reflects the risk of economic loss resulting from changes in
interest rates and market prices.  This
risk of loss can be reflected in either reduced potential net interest income in future periods or diminished
market values of financial assets.

The Company's market risk arises primarily from interest rate risk, which
the asset/liability management
committee monitors and manages on a monthly basis.  The committee manages the interest rate risks inherent in the
loan, investment, deposit and borrowing portfolios of the Company.  The asset/liability management committee
determines the risk profile of the Company and determines strategies to maintain interest rate sensitivity at a
low level.  As of March 31, 2003 the institution was in a positive repricing gap position of approximately 13.91%
of assets.

Interest rate shock analysis shows that the Company will experience a 7 basis
point decrease over 12 months in
its net interest margin with an immediate and sustained 100 basis point decrease in interest rates.  An immediate
and sustained increase in interest rates of 100 basis points will result in a 6 basis point increase in the net
interest margin.  The sensitivity of loan prices and the lack of sustainable deposit cost decreases are the
primary drivers behind these simulation results.

An analysis of the change in market value of equity shows how an interest
rate shock will affect the difference
between the market value of assets and the market value of liabilities.  With all financial instruments being
stated at market value, the ratio of the market value of equity to the market value of assets will fall by 40
basis points with an immediate and sustained increase in interest rates of 100 basis points.  The ratio of the
market value of equity to the market value of assets will increase by 30 basis points with an immediate and
sustained decrease in interest rates of 100 basis points.

The Company has off balance sheet risks to the extent that it has made
lending or investment purchase
commitments.  Total outstanding and unused loan commitments at March 31, 2003, were $98.134 million with $16.898
million of those commitments maturing in over one (1) year.  The Company monitors these commitments with respect
to credit quality as well as funding-related risks.

# -20-

---

# FIRST M
& F CORPORATION

The term "disclosure controls and procedures" (defined in SEC Rule 13a-14(c))
refers to the controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a company in the
reports that it files under the Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported within required time periods.  "Disclosure controls and procedures" include, without
limitation, controls and procedures designed to ensure that information required to be disclosed by a company in
the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's
management, including its principal executive officer and principal financial officer, as appropriate to allow
timely decisions regarding required disclosure.  The Company's Chief Executive Officer and Chief Financial
Officer have evaluated the effectiveness of the Company's disclosure controls and procedures as of March 31, 2003 (the
"Evaluation Date"), and they have concluded that, as the
Evaluation Date, such controls and procedures were effective.

There were no significant changes to the Company's internal controls or in
other factors that could significantly
affect these controls subsequent to the Evaluation Date.

# -21-

---

# FIRST M
& F CORPORATION

# PART II:
OTHER INFORMATION

There has been a trend toward increased litigation against financial services
companies arising out of consumer
lending and other consumer financial transactions, especially in Mississippi.  Some of these actions have
resulted in large settlements or substantial damage awards.

Some of the Company's subsidiaries are subject to similar cases that seek
substantial damages for claims arising
out of transactions that involve relative small amounts of money.  While the allegations vary from case to case,
in general they allege that loans were originated or renewed in a way that the borrowers were improperly sold
insurance products, such as credit life insurance.  The Company has denied these allegations and will vigorously
defend the claims.

The number of these lawsuits filed against some of the Company's subsidiaries
increased during 2001 and 2002.
Similarly, the number of plaintiffs participating in these lawsuits has increased significantly.  Management has
no reason to know whether these trends will continue.  It is not possible to determine with any certainty at this
point in time the potential exposure related to damages in connection with these suits.  Future legislation and
court decisions may limit the amount of damages that can be recovered in legal proceedings.  However, management
cannot predict at this time whether such legislation and court decisions will occur or the effect they may have
on cases involving our subsidiaries.

Additionally, the Company and its subsidiaries are defendants in various
other lawsuits arising out of the normal
course of business.  In the opinion of management, the ultimate resolution of this category of claims should not
have a material adverse effect on the Company's consolidated financial position or results of operations.

# -22-

---

# FIRST M
& F CORPORATION

# PART II:
OTHER INFORMATION

`Item 6(a) - Exhibits
Exhibit 3(i) - Articles of Incorporation, as amended.  Filed as Exhibit 3 to the Company's Form
      S-1 (File No. 33-08751) September 15, 1986, incorporated herein by reference.

Exhibit 3(ii) - By-Laws, as amended.  Filed as Exhibit 3-b to the Company's Form S-1 (File No.
      33-08751) September 15, 1986, incorporated herein by reference.

Exhibit 11 - Computation of Earnings Per Share - See note 4 to the consolidated financial
      statements included in this report.

Exhibit 99.1 - Chief  Executive  Officer  Certification  Under Section  906 of Sarbanes-Oxley
      Act of 2002.

Exhibit 99.2 - Chief Financial  Officer  Certification  Under Section  906 of Sarbanes-Oxley
      Act of 2002.

Item 6(b) - Reports on Form 8-K
  The following reports on Form 8-K was filed during the quarter ended March 31, 2003:

(1)  Current report on Form 8-K dated March 13, 2003 and filed March 14, 2003.
     Item 5, press release related to the stock repurchase program.`

# -23-

---

# 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: May 14, 2003                           /s/ Hugh S. Potts, Jr.
                                           ------------------------------------
                                           Hugh S. Potts, Jr.
                                           Chairman and Chief Executive Officer



DATE: May 14, 2003                          /s/ Robert C. Thompson, III
                                           ------------------------------------
                                           Robert C. Thompson, III
                                           Executive Vice President and
                                             Chief Financial Officer`

# -24-

---

`FIRST M & F CORPORATION


CERTIFICATIONS
--------------

I, Hugh S. Potts, Jr., Chairman and Chief Executive Officer certify that:

1. I have reviewed this quarterly report on Form 10-Q of First M & F Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to make
   the statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this quarterly
   report;

3. Based on my knowledge, the financial statements, and other financial information
   included in this quarterly report, fairly present in all material respects the
   financial condition, results of operations and cash flows of the registrant as
   of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing
   and maintaining disclosure controls and procedures (as defined in Exchange Act
   Rules 13a-14 and 15d-14) for the registrant and we have:

   A. designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

   B. evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   C. presented in this quarterly report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee of
   registrant's board of directors (or persons performing the equivalent function):

   A. all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the registrant's
      auditors any material weaknesses in internal controls; and

   B. any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal controls;
      and

6. The registrant's other certifying officers and I have indicated in this quarterly
   report whether or not there were significant changes in internal controls or in
   other factors that could significantly affect internal controls subsequent to the
   date of our most recent evaluation, including any corrective actions with regard
   to significant deficiencies and material weaknesses.


   Date:  May 14, 2003                   /s/ Hugh S. Potts, Jr.
                                      ----------------------------------------
                                      Hugh S. Potts, Jr.
                                      Chairman and Chief Executive Officer`

# -25-

---

`FIRST M & F CORPORATION

CERTIFICATIONS
--------------

I, Robert C. Thompson, III, Executive Vice President and Chief Financial Officer
certify that:

1. I have reviewed this quarterly report on Form 10-Q of First M & F Corporation;

2. Based on my knowledge, this quarterly report does not contain any untrue
   statement of a material fact or omit to state a material fact necessary to make
   the statements made, in light of the circumstances under which such statements
   were made, not misleading with respect to the period covered by this quarterly
   report;

3. Based on my knowledge, the financial statements, and other financial information
   included in this quarterly report, fairly present in all material respects the
   financial condition, results of operations and cash flows of the registrant as
   of, and for, the periods presented in this quarterly report;

4. The registrant's other certifying officers and I are responsible for
   establishing and maintaining disclosure controls and procedures (as defined in
   Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

   A. designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;

   B. evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   C. presented in this quarterly report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee of
   registrant's board of directors (or persons performing the equivalent function):

   A. all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the registrant's
      auditors any material weaknesses in internal controls; and

   B. any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal controls;
      and

6. The registrant's other certifying officers and I have indicated in this
   quarterly report whether or not there were significant changes in internal
   controls or in other factors that could significantly affect internal controls
   subsequent to the date of our most recent evaluation, including any corrective
   actions with regard to significant deficiencies and material weaknesses.


   Date:  May 14, 2003                   /s/ Robert C. Thompson, III
                                      -------------------------------------------
                                      Robert C. Thompson, III
                                      Executive Vice President and Chief Financial
                                        Officer`

# -26-

---

`FIRST M & F CORPORATION

                                    EXHIBIT INDEX

Exhibit 99.1 - Chief Executive Officer Certification Under Section 906 of Sarbanes-Oxley Act of 2002.

Exhibit 99.2 - Chief Financial Officer Certification Under Section 906 of Sarbanes-Oxley Act of 2002.`

`FIRST M & F CORPORATION

                                CERTIFICATION UNDER
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First M & F Corporation (the "Company")
on Form 10-Q for the period ended March 31, 2003 as filed with Securities and
Exchange Commission on the date hereof (the "Report"), I, Hugh S. Potts, Jr., Chief
Executive Officer of the Company, certify, to the best of my knowledge and belief,
pursuant to 18 U.S.C.ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley
Act of 2002, that:

   A. The Report fully complies with the requirements of Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934; and

   B. The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the Company.





DATE:  May 14, 2003                            /s/ Hugh S. Potts, Jr.
                                             ----------------------------------
                                                 Hugh S. Potts, Jr.
                                                 Chairman and
                                                 Chief Executive Officer

A signed original of this written statement required by Section 906 has been
provided to First M & F Corporation and will be retained by First M & F
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.`

---

`FIRST M & F CORPORATION

                                CERTIFICATION UNDER
                   SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of First M & F Corporation (the "Company")
on Form 10-Q for the period ended March 31, 2003 as filed with Securities and
Exchange Commission on the date hereof (the "Report"), I, Robert C. Thompson, III,
Chief Financial Officer of the Company, certify, to the best of my knowledge and
belief, pursuant to 18 U.S.C.ss. 1350, as adopted pursuant to ss. 906 of the
Sarbanes-Oxley Act of 2002, that:

   A. The Report fully complies with the requirements of Section 13(a) or 15(d) of
      the Securities Exchange Act of 1934; and

   B. The information contained in the Report fairly presents, in all material
      respects, the financial condition and results of operations of the Company.





DATE:  May 14, 2003                           /s/ Robert C. Thompson, III
                                             ----------------------------------
                                                 Robert C. Thompson, III
                                                 Executive Vice President and
                                                 Chief Financial Officer


A signed original of this written statement required by Section 906 has been
provided to First M & F Corporation and will be retained by First M & F
Corporation and furnished to the Securities and Exchange Commission or its staff
upon request.`