---

`Exhibit 31

                              FIRST M & F CORPORATION


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

I, Hugh S. Potts, Jr., certify that:

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

2.       Based on my knowledge, this 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 report;

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

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
         financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
         designed under our supervision, to ensure that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
         which this report is being prepared;

         (b) Designed such internal control over financial reporting, or caused such internal control over financial
         reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
         financial reporting and the preparation of financial statements for external purposes in accordance with generally
         accepted accounting principles;

         (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
         our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
         covered by this report based on such evaluation; and

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

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
         control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
         financial reporting which are reasonably likely to adversely affect registrant's ability to record, process,
         summarize and report financial information; and

         (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
         the registrant's internal control over financial reporting.



   Date: May 7, 2004                   /s/  Hugh S. Potts, Jr.
                                      ----------------------------------------
                                      Hugh S. Potts, Jr.
                                      Chairman and Chief Executive Officer`

# Page 1 of 2

---

`FIRST M & F CORPORATION

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

I, Robert C. Thompson, III, certify that:

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

2.       Based on my knowledge, this 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 report;

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

4.       The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure
         controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over
         financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

         (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
         designed under our supervision, to ensure that material information relating to the registrant, including its
         consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
         which this report is being prepared;

         (b) Designed such internal control over financial reporting, or caused such internal control over financial
         reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of
         financial reporting and the preparation of financial statements for external purposes in accordance with generally
         accepted accounting principles;

         (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report
         our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period
         covered by this report based on such evaluation; and

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

5.       The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal
         control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of
         directors (or persons performing the equivalent functions):

         (a) All significant deficiencies and material weaknesses in the design or operation of internal control over
         financial reporting which are reasonably likely to adversely affect registrant's ability to record, process,
         summarize and report financial information; and

         (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in
         the registrant's internal control over financial reporting.

   Date: May 7, 2004                   /s/  Robert C. Thompson, III
                                      -------------------------------------------
                                      Robert C. Thompson, III
                                      Treasurer`

# Page 2 of 2