**EXHIBIT 31.2**

**CERTIFICATIONS**

I, John G. Copeland, certify that: 

| 1.     | I have reviewed this Quarterly Report on Form 10-Q   of First M&F Corporation;                                                                                                                                                                                                                                                                                                                                        |
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| 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;                                                                                                        |
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| 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;                                                                                                                             |
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| 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:                                                                      |
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|   | (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;                              |
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|   | (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;                                     |
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|   | (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                                                                                                                      |
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|   | (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 |
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| 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):                                                                                                     |
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|   | (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                                                                                                                                    |
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|   | (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 : August 9, 2006 | /s/ John G. Copeland            |
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|                  |                                 |
|                  | John G. Copeland                |
|                  | EVP and Chief Financial Officer |

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