`FIRST M & F CORPORATION

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20459

                                     FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                        For the quarter ended March 31, 2004

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                For the transition period from ____________ to _____________

Commission file number 000-09424

                               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 mart 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 October 31, 2004
            -----                             -------------------------------

Common stock ($5.00 par value)                       4,562,859 shares`

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                     FORM 10-Q

                                       INDEX

                                                                Page
                                                                ----

PART I:  FINANCIAL INFORMATION

  Item 1 - Financial Statements (unaudited):                      3
             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
             Notes to Consolidated Financial Statements          10
             Independent Accountants' Review Report              14

  Item 2 - Management's Discussion and Analysis of Operation     15

  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, Use of Proceeds and Issuer
              Purchases of Equity Securities                     23

  Item 3 - Defaults upon Senior Securities                       23

  Item 4 - Submission of Matters to a Vote of Security
             Holders                                             23

  Item 5 - Other Information                                     23

  Item 6 - Exhibits and Reports on Form 8-K                      24

SIGNATURES                                                       25

CERTIFICATIONS                                                   26

EXHIBIT INDEX`

# -2-

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`FIRST M & F CORPORATION

                                        PART I:  FINANCIAL INFORMATION

Item 1 - Financial Statements (Unaudited)`

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                       Consolidated Statements of Condition
                                   March 31, 2004 and 2003 and December 31, 2003
                                                    (Unaudited)
                                         (In Thousands, Except Share Data)

                                                                                      March 31                   December 31
                                                                                      --------                   -----------
Assets                                                                        2004                2003               2003
------                                                                        ----                ----               ----
Cash and due from banks                                                    $    28,328          $   27,223        $   39,849
Interest bearing bank balances                                                   5,614              13,938             2,554
Federal funds sold                                                              18,300              33,350               950
Securities available for sale, amortized cost
   of $189,788, $220,235 and $181,375                                          195,925             229,076           187,577
Mortgage loans held for sale                                                     2,653               2,397             2,141

Loans, net of unearned income                                                  779,087             697,803           779,180
   Allowance for loan losses                                                   (10,958)            (10,393)          (10,891)
                                                                          --------------      --------------    ---------------
      Net loans                                                                768,129             687,410           768,289
                                                                          --------------      --------------    ---------------

Bank premises and equipment                                                      24,718              21,405            24,214
Accrued interest receivable                                                       7,191               7,176             7,330
Other real estate                                                                 1,157               1,490               802
Goodwill                                                                         16,348              16,348            16,348
Other intangible assets                                                             457                 570               489
Bank owned life insurance                                                        13,418              12,886            13,269
Other assets                                                                     14,074               8,912            14,486
                                                                          --------------      --------------    ---------------

                                                                           $  1,096,312         $ 1,062,181       $ 1,078,298
                                                                          ==============      ==============    ===============
Liabilities and Stockholders' Equity
------------------------------------
Liabilities:
Noninterest-bearing deposits                                               $    115,895        $    103,999      $    123,191
Interest-bearing deposits                                                       736,094             755,706           697,035
                                                                          --------------      --------------    ---------------
     Total deposits                                                             851,989             859,705           820,226
                                                                          --------------      --------------    ---------------
Short-term borrowings                                                            17,099              16,940            15,205
Other borrowings                                                                106,217              65,583           122,033
Accrued interest payable                                                          1,375               1,816             1,379
Other liabilities                                                                 7,772               7,040             7,732
                                                                          --------------      --------------    ---------------
      Total liabilities                                                         984,452             951,084           966,575
                                                                          --------------      --------------    ---------------

Noncontrolling joint venture interest                                               152                 752             1,045
                                                                          --------------      --------------    ---------------

Stockholders' equity:
Preferred stock:
   Class A; 1,000,000 shares authorized                                               -                   -                 -
   Class B; 1,000,000 shares authorized                                               -                   -                 -
Common stock of $5.00 par value; 15,000,000 shares
   authorized: 4,562,859, 4,641,137 and
   4,565,038 shares issued                                                       22,814              23,206            22,825
Additional paid-in capital                                                       31,246              34,038            31,624
Retained earnings                                                                55,333              49,080            53,873
Accumulated other comprehensive income                                            2,315               4,021             2,356
                                                                          --------------      --------------    ---------------
      Total stockholders' equity                                                111,708             110,345           110,678
                                                                          --------------      --------------    ---------------
                                                                           $  1,096,312         $ 1,062,181       $ 1,078,298
                                                                          ==============      ==============    ===============


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

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                         Consolidated Statements of Income
                                    Three Months Ended March 31, 2004 and 2003
                                                    (Unaudited)
                                         (In Thousands, Except Share Data)

                                                                     Three Months Ended March 31
                                                                     ---------------------------
Interest income:                                                      2004                   2003
                                                                      ----                   ----
Interest and fees on loans                                         $ 12,226               $  11,708
Taxable investments                                                   1,392                   1,933
Tax-exempt investments                                                  561                     596
Federal funds sold                                                       69                     107
Interest bearing bank balances                                           29                      42
                                                                  -----------            -----------
      Total interest income                                          14,277                  14,386
                                                                  -----------            -----------
Interest expense:
Deposits                                                              2,818                   3,927
Short-term borrowings                                                   147                     167
Other borrowings                                                      1,071                     768
                                                                  -----------            -----------
      Total interest expense                                          4,036                   4,862
                                                                  -----------            -----------
      Net interest income                                            10,241                   9,524
Provision for loan losses                                             2,460                     920
                                                                  -----------            -----------
      Net interest income after
      provision for loan losses                                       7,781                   8,604
                                                                  -----------            -----------
Noninterest income:
Service charges on deposit accounts                                   1,821                   1,760
Mortgage banking income                                                 200                     172
Agency commission income                                                865                     837
Trust and brokerage income                                              110                      45
Bank owned life insurance income                                        149                     149
Securities gains (losses), net                                           70                      (1)
Other income                                                            791                     414
                                                                  -----------            -----------
      Total noninterest income                                        4,006                   3,376
                                                                  -----------            -----------
Noninterest expenses:
Salaries and employee benefits                                        4,946                   4,320
Net occupancy expenses                                                  572                     518
Equipment expenses                                                      653                     654
Software and processing expenses                                        338                     316
Telecommunication expenses                                              212                     219
Marketing and business development expenses                             307                     153
Intangible asset amortization                                            32                      34
Noncontrolling interest in joint venture earnings (loss)               (893)                     96
Other expenses                                                        1,917                   1,946
                                                                  -----------            -----------
      Total noninterest expenses                                      8,084                   8,256
                                                                  -----------            -----------

      Income before income taxes                                      3,703                   3,724
Income taxes                                                          1,102                   1,070
                                                                  -----------            -----------
      Net income                                                   $  2,601               $   2,654
                                                                  ===========            ===========

Earnings per share:
   Basic                                                           $    .57               $     .57
   Diluted                                                              .57                     .57
                                                                  ===========            ===========

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

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                  Consolidated Statements of Comprehensive Income
                                    Three Months Ended March 31, 2004 and 2003
                                                    (Unaudited)
                                                  (In Thousands)

                                                                       Three Months Ended March 31
                                                                       ---------------------------
                                                                         2004               2003
                                                                         ----               ----
Net income                                                            $  2,601          $  2,654

Other comprehensive income:
Change in unrealized gains (losses) on securities
   available for sale, net of tax of $1 and $243                             3              (409)
Reclassification adjustment for gains on securities
   available for sale included in net income, net of
   tax of $26 and $0                                                       (44)                -
Minimum pension liability adjustment, net of tax                             -                 -
                                                                     -----------       -----------
      Other comprehensive income                                           (41)             (409)
                                                                     -----------       -----------
      Total comprehensive income                                      $  2,560          $  2,245
                                                                     ===========       ===========


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

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                  Consolidated Statements of Stockholders' Equity
                                    Three Months Ended March 31, 2004 and 2003
                                                    (Unaudited)
                                         (In Thousands, Except Share Data)

                                                                                             Accumulated
                                                       Additional                               Other
                                        Common           Paid-in           Retained         Comprehensive
                                        Stock            Capital           Earnings             Income              Total
                                     -------------    --------------     -------------     -----------------    ---------------
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)
131,445 common shares issued
  in exercise of stock    options             657             2,878                 -                 -                 3,535
77,354 common shares
  repurchased                               (386)           (2,100)                 -                 -                (2,486)
Net change                                     -                 -                  -              (409)                 (409)
                                     -------------    --------------     -------------     -----------------    ---------------

March 31, 2003                        $    23,206       $    34,038       $    49,080          $  4,021           $   110,345
                                     =============    ==============     =============     =================    ===============

January 1, 2004                       $    22,825       $    31,624       $    53,873          $  2,356           $   110,678
Net income                                      -                 -             2,601                 -                 2,601
Cash dividends ($.25 per share)                 -                 -            (1,141)                -                (1,141)
34,321 common shares issued
  in exercise of stock options                172               741                 -                 -                   913
36,500 common shares
  repurchased                               (183)           (1,119)                 -                 -                (1,302)
Net change                                     -                 -                  -               (41)                  (41)
                                     -------------    --------------     -------------     -----------------    ---------------

March 31, 2004                        $    22,814       $    31,246       $    55,333          $  2,315           $   111,708
                                     =============    ==============     =============     =================    ===============


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

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                       Consolidated Statements of Cash Flows
                                    Three Months Ended March 31, 2004 and 2003
                                                    (Unaudited)
                                                  (In Thousands)

                                                                                Three Months Ended March 31
                                                                                ---------------------------
                                                                                  2004                2003
                                                                                  ----                ----
Cash flows from operating activities:
Net income                                                                    $  2,601            $   2,654
Adjustments to reconcile net income
  to net cash provided by operating activities:
  Depreciation and amortization                                                    483                  494
  Provision for loan losses                                                      2,460                  920
  Net investment amortization                                                      192                  300
  Gain on securities available for sale                                            (70)                   -
  Other asset sale (gains)/losses                                                  (88)                (242)
  Earnings (loss) of noncontrolling joint venture interest                        (893)                  96
  Deferred income taxes                                                             64                  199
  (Increase) decrease in:
     Accrued interest receivable                                                   139                  (51)
     Cash surrender value of bank owned life insurance                            (149)                (149)
     Mortgages held for sale                                                      (512)                (226)
     Other assets                                                                   23                 (587)
  Increase (decrease) in:
     Accrued interest payable                                                       (4)                (104)
     Other liabilities                                                             365                   62
                                                                            -----------------    ---------------

          Net cash provided by operating activities                              4,611                3,366
                                                                            -----------------    ---------------

Cash flows from investing activities:
Purchases of securities available for sale                                     (23,881)             (18,764)
Sales of securities available for sale                                           9,390                    -
Maturities of securities available for sale                                      5,991               25,120
Net (increase) decrease in:
     Interest bearing bank balances                                             (3,060)              (1,328)
     Federal funds sold                                                        (17,350)             (25,650)
     Loans                                                                      (2,854)             (22,500)
     Bank premises and equipment                                                  (939)                (344)
Proceeds from sales of other real estate and other repossessed assets              314                  696
                                                                            -----------------    ---------------

          Net cash provided by (used in) investing activities                  (32,389)             (42,770)
                                                                            -----------------    ---------------






                                                                                                                (Continued)`

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                       Consolidated Statements of Cash Flows
                                    Three Months Ended March 31, 2004 and 2003
                                                    (Unaudited)
                                                  (In Thousands)

                                                                                               Three Months Ended March 31
                                                                                               ---------------------------
                                                                                                 2004                2003
                                                                                                 ----                ----
Cash flows from financing activities:
Net increase (decrease) in deposits                                                          $  31,763          $    35,680
Net increase (decrease) in short-term borrowings                                                 1,894               (6,659)
Proceeds from other borrowings                                                                  13,400                    -
Repayments of other borrowings                                                                 (29,270)              (5,613)
Cash dividends                                                                                  (1,141)              (1,159)
Common shares issued                                                                               913                3,535
Common shares repurchased                                                                       (1,302)              (2,486)
                                                                                           -----------------    ---------------

          Net cash provided by (used in) financing activities                                   16,257               23,298
                                                                                           -----------------    ---------------

          Net increase (decrease) in cash and due from banks                                  (11,521)              (16,106)

Cash and due from banks at January 1                                                           39,849                43,329
                                                                                           -----------------    ---------------

Cash and due from banks at March 31                                                          $ 28,328            $   27,223
                                                                                           =================    ===============

Total interest paid                                                                          $  4,040            $    4,966
Total income taxes paid                                                                           246                   268

Transfers of loans to foreclosed property                                                         570                   438
                                                                                           =================    ===============


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

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`FIRST M & F CORPORATION AND SUBSIDIARY

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

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 and Farmers Bank, wholly owned subsidiary, and
the Banks wholly owned subsidiaries, First M & F Insurance Company,
Inc., M & F Financial Services, Inc., M & F Bank Securities Corporation,
M & F Insurance Agency, Inc., M & F Insurance Group, Inc., M & F
Business Credit, Inc., and the Banks 51% ownership in Merchants Financial
Services, LLC, an 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, 2003.

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.

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
                                                                       ---------------------------
                                                                        2004                2003
                                                                        ----                ----
Net income, as reported                                               $  2,601           $  2,654
Less: Total stock-based employee compensation
     expense determined under fair value method
     for all awards, net of related tax effects                              3                  9
                                                                      ---------         ---------

Pro forma net income                                                  $  2,598           $  2,645
                                                                      =========         =========

Earnings per share:
   Basic - as reported                                                $    .57           $    .57
   Basic - pro forma                                                       .57                .57

   Diluted - as reported                                                   .57                .57
   Diluted - pro forma                                                     .57                .57
                                                                      =========         =========`

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`FIRST M & F CORPORATION AND SUBSIDIARY

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


Note 2  (Continued)

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

The following table is a summary of outstanding options and weighted average exercises.

                                                                             Three Months Ended March 31
                                                                             ---------------------------
                                                                      2004                                  2003
                                                                      ----                                  ----
                                                           Number              Price             Number             Price
                                                           ------              -----             ------             -----
January 1                                                 174,406           $   29.55           319,752          $  28.31
Exercised                                                 (34,321)              26.60          (131,445)            26.90
                                                       ---------------    ----------------    --------------    ---------------

March 31                                                  140,085           $   30.28           188,307          $  29.28
                                                       ===============    ================    ==============    ===============


Note 3: Allowance for Loan Loss

The  following  table is a summary of the activity in the Allowance for Loan Loss for the first quarter of 2004 and
the first quarter of 2003.

                                                             Three Months Ended March 31
                                                             ---------------------------
                                                           2004                      2003
                                                           ----                      ----
Balance at January 1                                    $  10,891                  $ 10,258

Loans charged off                                          (2,508)                     (926)
Recoveries                                                    115                       141
                                                       --------------             -------------
     Net charge-offs                                       (2,393)                     (785)
                                                       --------------             -------------
Provision for loan losses                                       0                       920
                                                       --------------             -------------
Balance at March 31                                     $  10,958                  $ 10,393
                                                       ==============             =============


Note 4:  Earnings Per Share

                                                            Three Months Ended March 31
                                                            ---------------------------
                                                               2004                 2003
                                                               ----                 ----
Net income                                              $    2,601                $   2,654
                                                       ===============            =============

Weighted average shares outstanding                      4,565,225                4,626,110
Add dilutive effect of outstanding options                  19,521                   12,732
                                                       ---------------            -------------

    Adjusted dilutive shares outstanding                 4,584,746                4,638,842
                                                       ===============            =============

Earnings per share:
     Basic                                              $      .57                $     .57
     Diluted                                                   .57                      .57
                                                       ===============            =============`

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`FIRST M & F CORPORATION AND SUBSIDIARY

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


Note 5:  Goodwill and Other Intangible Assets

Following  is a summary of  intangible  assets,  net of  accumulated  amortization,  included  in the  Consolidated
Statements of Condition:

                                                                                                Customer
                                                                                Core             Renewal          Noncompete
                                                              Goodwill          Deposits          Lists           Agreements
Balance at December 31, 2002                                $    16,348         $    81         $    317          $     206
Amortization expense                                                  -             (20)              (7)                (7)
                                                          --------------    --------------    --------------    ---------------

Balance at March 31, 2003                                   $    16,348         $    62         $    310          $     199
                                                          ==============    ==============    ==============    ===============

Balance at December 31, 2003                                $    16,348         $    21         $    289          $     179
Amortization expense                                                  -             (18)              (7)                (7)
                                                          --------------    --------------    --------------    ---------------

Balance at March 31, 2004                                   $    16,348         $     3         $    282          $     172
                                                          ==============    ==============    ==============    ===============

Amortization  expense  related to intangible  assets is expected to be $45 for the remainder of 2004.  Amortization
expense is expected to be $55 per year for the years 2005 through 2008.


Note 6:  Defined Benefit Pension Plan

As discussed  in Note 10 to the December 31, 2003  financial  statements,  the Bank has a defined  benefit  pension
plan covering  substantially all full time employees of the Bank and its  subsidiaries.  The following is a summary
of the components of net periodic benefit costs at March 31, 2004 and 2003:

                                                          Three Months Ended March 31
                                                          ---------------------------
                                                           2004                2003
                                                           ----                ----
Service cost                                            $      -            $      -
Interest cost                                                117                 122
Expected return on plan assets                              (124)               (105)
Amortization of transition asset                              (2)                 (2)
Amortization of prior service costs                           (9)                 (9)
Recognized actuarial (gain) loss                              54                  52
                                                       --------------    -----------------

Net pension cost                                        $     36            $     58
                                                       ==============    =================

The Company  disclosed in Note 10 to the December 31, 2003  financial  statements  that it expected to make $400 in
contributions  in 2004.  The Company did not make any  contributions  to the pension  plan in the first  quarter of
2004. The Company does expect to make $400 in contributions into the plan during the remainder of 2004.`

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`FIRST M & F CORPORATION AND SUBSIDIARY

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

The following is a summary
of other borrowings at March 31, 2004 and 2003:

`2004                2003
                                                                                             ----                ----
Company's line of credit in the amount of $15,000,000, renewable
annually; secured by approximately 29% of the Bank's common
stock; interest payable annually at .75% below the lender's base rate                     $   6,292             $  6,592

Bank's advances from Federal Home Loan Bank of Dallas, net of
unamortized purchase accounting adjustments of $161 and $788                                 99,925               58,991
                                                                                          --------------       --------------

                                                                                          $ 106,217             $ 65,583
                                                                                          ==============       ==============`

The Bank has advances from the
Federal Home Loan Bank of Dallas (FHLB) under Blanket Agreements for Advances
and Security Agreements. These agreements allow the Bank to borrow funds from
the FHLB to fund mortgage loan programs and to satisfy certain other funding
needs. The value of mortgage-backed securities and mortgage loans pledged under
these agreements must be maintained at not less than 115% and 150%,
respectively, of the advances outstanding.

---

We have reviewed the
accompanying consolidated statements of condition of First M & F Corporation
and subsidiary as of March 31, 2004 and 2003, and the related consolidated
statements of income, comprehensive income, stockholders equity and cash
flows for the three-month periods ended March 31, 2004 and 2003. 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, 2003, 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 January 30,
2004, 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, 2003 is fairly stated, in
all material respects, in relation to the consolidated statement of condition
from which it has been derived.

---

The following provides a
narrative discussion and analysis 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.

Certain of the information
included in this discussion contains forward looking financial data and
information that is based upon managements belief as well as certain
assumptions made by, and information currently available to management.
Specifically, this discussion includes statements with respect to the adequacy
of 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.

Net income for the first
quarter of 2004 was $2.601 million, or $.57 basic and diluted per share as
compared to $2.654, or $.57 per share for the same period in 2003. The decrease
in earnings per share was due primarily to a $2.0 million loan loss incurred in
a 51% owned joint venture. Salary and benefit expenses also increased due to the
hiring of additional commercial lenders during 2003, the opening of an
asset-based lending operation in Memphis, Tennessee in the second quarter of
2003, and the addition of a fourth branch in the Tupelo market in the third
quarter of 2003. Net loan growth was down in the first quarter of 2004 by $93
thousand as compared to being up by $21.228 million in the first quarter of
2003. The net interest margin for the first quarter of 2004 was 4.24% as
compared to 4.12% in the first quarter of 2003 and 4.44% in the fourth quarter
of 2003. The efficiency ratio for the first quarter of 2004 was
55.34% as compared to 62.17% for the first quarter of 2003 and 62.52% for the
fourth quarter of 2003.The first quarter of 2004 efficiency ratio was influenced
by a negative noncontrolling interest expense related to the partially owned
joint venture. Excluding the noncontrolling interest, the efficiency ratio would
have been 62.20%. Annualized non-interest revenues were 1.45% of average assets
for the first quarter of 2004 as compared to 1.28% for the same period in 2003.
Annualized non-interest expenses were 2.93% of average assets for the first
quarter of 2004 as compared to 3.12% for the same period in 2003. The 2004
annualized non-interest expense ratio, excluding the effect of the
noncontrolling interest adjustment, was 3.29%. Return on assets for the first
quarter of 2004 was .94% and return on equity was 9.29%. Return on assets for
the first quarter of 2003 was 1.00% while return on equity was 9.63%.

The following table shows
performance ratios for the first quarters of 2004 and 2003 as well as for the
fourth quarter of 2003:

`1st Quarter 2004       4th Quarter 2003       1st Quarter, 2003
                                        -------------------    -------------------    --------------------
EPS, Diluted                                $      .57             $      .61               $    .57
Net interest margin                               4.24%                  4.44%                  4.12%
Efficiency ratio                                 55.34%                 62.52%                 62.17%
Return on assets                                   .94%                  1.05%                  1.00%
Return on equity                                  9.29%                 10.15%                  9.63%`

Net interest income before
loan loss expenses for the first quarter of 2004 was $10.241 million as compared
to $9.524 million for the same period in 2003. Earning asset yields were 5.85%
for the first quarter of 2004 as compared to 6.14% for the same period in 2003.
Funding costs decreased to 1.86% in the first quarter of 2004 from 2.32% in the
first quarter of 2003. Therefore, the spread between earning asset yields and
liability costs increased by 16 basis points from the first quarter of 2003 to
the first quarter of 2004. However, the spread decreased by 16 basis points from
the fourth quarter of 2003 to the first quarter of 2004.

Average earning assets were
$1.009 billion during the first quarter of 2004 as compared to $972.278 million
for the same period in 2003. Average loans as a percentage of earning assets
were 77.17% for the first quarter of 2004 as compared to 70.48% for the same
period in 2003. Average interest-bearing liabilities were $869.496 million during the
first quarter of 2004 as compared to $839.078 million during the same period in
2003. Average non-interest-bearing deposits were $134.101 million during the
first quarter of 2004 as compared to $89.293 million during the same period in
2003.

---

`FIRST M & F CORPORATION

The following table shows margin-related ratios for the first quarters of 2004 and 2003 as well as for the fourth
quarter of 2003:

                                                1st Quarter, 2004       4th Quarter, 2003       1st Quarter, 2003
                                               --------------------    --------------------    --------------------
Net interest income                                 $   10,241              $   10,421              $   9,524
Earning asset yield                                       5.85%                   6.26%                  6.14%
Funding cost                                              1.86%                   2.10%                  2.32%
Avg. loans as % of earning assets                        77.17%                  79.84%                 70.48%


The following table shows the components of the net interest margin for the first quarters of 2004 and 2003:

                                                            Yields/Costs
                                                            ------------
                                             1st Quarter, 2004           1st Quarter, 2003
                                             -----------------           -----------------
Interest bearing bank balances                       1.13%                       1.23%
Federal funds sold                                    .88                        1.11
Taxable investments                                  4.34                        4.49
Tax-exempt investments                               6.64                        7.07
Loans held for investment                            6.31                        6.87
                                            -------------------          ------------------
   Earning asset yield                               5.85                        6.14

NOW, MMDA & Savings                                   .81                        1.43
Certificates of deposit                              2.33                        2.87
Short-term borrowings                                3.26                        3.19
Other borrowings                                     3.69                        4.49
                                            -------------------          ------------------
   Cost of interest-bearing liabilities              1.86                        2.32
                                            -------------------          ------------------
Net interest spread                                  3.99                        3.83
Effect of non-interest bearing deposits               .21                         .24
Effect of leverage                                    .03                         .05
                                            -------------------          ------------------
   Net interest margin, tax-equivalent               4.24                        4.12
   Less: Tax equivalent adjustments:
        Investments                                   .14                         .15
        Loans                                         .01                         .01
                                            -------------------          ------------------
   Reported book net interest margin                 4.09%                       3.96%`

The provision for loan
losses for the first quarter of 2004 was $2.460 million as compared to $920
thousand for the first quarter of 2003. The provision includes $1.5 million of
additional accruals related to a $2.0 million loan loss incurred in a 51% owned
accounts receivable factoring company. The factoring company experienced a
significant deterioration in one account with a balance of approximately $3.5
million. The factoring company charged off $2.0 million of the account balance
and placed the remaining $1.5 million on nonaccrual status. The factoring
company expects to collect the $1.5 million in remaining balances. The allowance
for loan losses as a percentage of loans was 1.41% at March 31, 2004, 1.40% at
December 31, 2003, and 1.49% at March 31, 2003. Nonaccrual loans and 90 days
past due accruing loans as a percentage of loans outstanding were 1.11% at March
31, 2004, .77% at December 31, 2003, and .78% at March 31, 2003. Annualized net
charge-offs as a percentage of average loans were 1.23% for the first quarter of
2004 as compared to .43% for the 2003 year.

---

Non-interest income,
excluding securities transactions, for the first quarter of 2004 was $3.936
million as compared to $3.377 million for the same period in 2003. Mortgage
income was up by 16.28% due to higher origination volumes. Agency commission
revenues were up by 3.35% as property and casualty prices began to become more
competitive, title insurance volumes decreased, and annuity commissions were
flat. Trust and brokerage income was up significantly due to new personnel added
during 2002 and 2003. Investment brokerage income improved by $28 thousand while
trust income improved by $37 thousand. Other income was up in 2004 primarily due
to contingency income received by the property and casualty insurance business.
Contingency revenues, based upon new business and claims experience, were $275
thousand in 2004 as compared to $100 thousand for the first quarter of 2003.

Securities gains of
approximately $70 thousand were incurred to restructure part of the investment
portfolio. Approximately $6.7 million of mortgage-backed securities were sold
and replaced with trust-preferred and corporate securities. This was done to
match the investments more closely with their funding sources.

Non-interest expenses,
excluding noncontrolling joint venture interests, were up by 10.03% in the first
quarter of 2004 as compared to 2003. Salary and benefit expenses increased by
14.49% as the number of full-time equivalent employees increased to 441 at March
31, 2004 from 406 at March 31, 2003. The increases occurred primarily in Rankin
County, where a new branch was opened in Flowood in March of 2004, and in
Tupelo, where a new branch was opened in July of 2003. These additions expanded
the staff by 11 positions. The mortgage lending division expanded by six (6)
positions during 2003, resulting in increased mortgage originations. The
Banks asset-based lending subsidiary, M & F Business Credit, Inc., was
started in Memphis in April of 2003 and had a staff of four (4) associates as of
March 31, 2004. Health plan expenses were up by approximately $88 thousand from
the first quarter of 2003 due to the additional numbers of associates in the
plan as well as to increased health care costs.

Marketing and business
development expenses were up by $154 thousand for the first quarter of 2004 as
compared to the first quarter of 2003. During the first quarter of 2004 $79
thousand was spent on product promotions as well as product and image
advertising. Approximately $40 thousand was spent in grand opening and other
branch promotion expenses.

The $893 thousand negative
balance in noncontrolling joint venture losses is the amount of losses,
primarily the result of the $2.0 million loan loss, attributable to the other
partner in the venture. Excluding the additional loan loss accruals, the joint
venture contributed $107 thousand in earnings for each partner for the first quarter of
2004.

The following table shows
non-interest expense ratios for the first quarters of 2004 and 2003 after
adjusting the noncontrolling joint venture losses for the additional loan loss
accruals:

`1st Quarter, 2004       1st Quarter, 2003
                                                                 --------------------    --------------------
Efficiency ratio                                                        62.20%                  62.17%
Non-interest expense to average assets                                   3.29%                   3.12%
Salaries and benefits to total non-interest expense                     54.45%                  52.33%`

Income taxes for the first
quarter of 2004 were 2% lower than in the first quarter of 2003. The decrease in
taxes was attributable to a decrease in pre-tax earnings. The effective tax
rates for 2004 and 2003 were 29.76% and 28.73% respectively. The Company is
currently at the conclusion of an examination of the final return filed by
Community Federal Bancorp prior to its acquisition by the Company. Based upon
the proposed adjustments, management estimates that taxes of approximately $160
thousand will be due.

---

Assets were up by 1.67% in
the first quarter of 2004 as compared to 2.42% in the first quarter of 2003.
Total assets were up by 3.21% from March 31, 2003. Investments increased by
4.45% in the first quarter of 2004 and declined by 2.98% during the first
quarter of 2003. The Company increased investments during the first quarter of
2004 in corporate and trust-preferred securities by $5.3 million, while
increasing agency securities and mortgage-backed securities by approximately
$2.0 million each. Deposit growth, coupled with low loan demand, increased the
amount of liquid assets available to be invested in the portfolio. Loan growth
during the first quarter of 2003 required the use of cash flows from the
investment portfolio. Loans decreased by $93 thousand in the first quarter of
2004 after increasing by $6.900 million in the fourth quarter of 2003. Loans
increased by $21.228 million in the first quarter of 2003 as demand for
commercial and real estate loans was strong. For the first quarter of 2004, loan
growth was strong in DeSoto, Lee and Lafayette Counties. Growth was weak in
Madison, Rankin and Hinds counties. During the first quarter of 2003, loan
growth was strong in Madison, Rankin, DeSoto and Lee counties. Loans as a
percent of total assets were 71.06% at March 31, 2004 as compared to 72.26% at
December 31, 2003 and 65.70% at March 31, 2003.

Deposits increased by 3.87%
in the first quarter of 2004 as compared to 4.33% in the first quarter of 2003.
Deposits grew by $31.763 million in the first quarter of 2004, with municipality
deposits making up $27.626 million of the total. Much of the retail growth
occurred in money market deposits and certificates of deposit. Deposits grew by
$35.681 million in the first quarter of 2003, with municipality deposits making
up $29.586 million of the total. The large growth in municipality deposits is a
natural trend that occurs during the early months of the year as tax receipts
are collected. The funds generally move out during the summer months as spending
occurs. The Companys strategy is to build the core customer deposit base
and rely less on borrowed funds for meeting loan demand and other cash flow
requirements going forward. However, when borrowed funds are less costly than
time deposits, the Company will still look to those sources to help maintain the
spread between the yield on earning assets and the cost of funds.

Other borrowings were down
by $15.816 million in the first quarter of 2004 after increasing by $50.891
million over the course of 2003. The increase in borrowing in 2003 was used to
fund part of the $102.605 million in loan growth that occurred in 2003. The
Company also has debt of $6.292 million which was used primarily to repurchase
stock, beginning in 1999. Although the Company plans to repurchase additional
shares in 2004, it expects to reduce the borrowings to approximately $5.6
million by the end of 2004.

The Companys and
Banks regulatory capital ratios at March 31, 2004, as shown below are in
excess of the minimum requirements and qualify the institution as well
capitalized under the risk-based capital regulations.

`First M & F Corporation                 M & F Bank
                                                      -----------------------                 ----------
                                                      Amount         Ratio             Amount         Ratio
                                                      ------         -----             ------         -----
Actual:
Total capital                                     $   101,337        12.52%         $   105,659        13.10%
Tier 1 capital                                         91,202        11.26%              95,562        11.85%
Leverage                                               91,202         8.38%              95,562         8.79%

For Capital Adequacy Purposes:
Total capital                                          64,775         8.00%              64,509         8.00%
Tier 1 capital                                         32,388         4.00%              32,255         4.00%
Leverage                                               43,513         4.00%              43,471         4.00%

To Be Well Capitalized Under Prompt
     Corrective Action Provisions:
Total capital                                          80,969        10.00%              80,637        10.00%
Tier 1 capital                                         48,581         6.00%              48,382         6.00%
Leverage                                               54,391         5.00%              54,339         5.00%`

---

The Company repurchased
77,354 shares during the first quarter of 2003 at an average price of $32.14 per
share. The Company also issued 131,445 shares related to the exercise of stock
options during the first quarter of 2003 at an average exercise price of $26.90
per share. The Company repurchased 36,500 shares during the first quarter of
2004 at an average price of $35.70 per share. The Company also issued 34,321
shares related to the exercise of stock options during the first quarter of 2004
at an average exercise price of $26.60 per share. The Company expects to
continue to repurchase shares during 2004.

Responsibility for managing
the Companys program for controlling and monitoring interest rate risk 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, 2004, 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.

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 Banks credit
standards are enforced within the Bank as well as within all of its wholly-owned
subsidiaries. As of March, 2004, management began to enforce the Banks
credit standards on the Banks partially-owned joint venture as well.
Management will enforce its credit standards as well as other quality and
internal control standards on future business ventures in which it is a partner.

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,
2004 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
                                                                     2004                    2003                    2003
                                                                     ----                    ----                    ----
Nonaccrual loans                                                  $   7,349               $   4,517                $  1,296
Past due 90 days or more and still
   accruing interest                                                  1,317                   1,531                   4,151
                                                              ----------------        -----------------          ---------------
Total non-performing loans                                            8,666                   6,048                   5,447
Other real estate                                                     1,157                     802                   1,490
                                                              ----------------        -----------------          ---------------
Total non-performing assets                                       $   9,823               $   6,850                $  6,937
                                                              ================        =================          ===============

Ratios:
Non-performing loans to loans                                          1.11%                   .78%                    .78%
Non-performing assets to assets                                         .90%                   .64%                    .65%
                                                              ================        =================          ================`

---

The Companys primary
off-balance sheet arrangements are in the form of loan commitments and operating
lease commitments. At March 31, 2004 the Company had $113.578 million in unused
loan commitments outstanding. Of these commitments, $90.025 million mature in
one year or less. Lines of credit are established using the credit policy of the
Company concerning the lending of money.

Letters of credit are used
to facilitate the borrowers business and are usually related to the
acquisition of inventory or of assets to be used in the customers
business. Letters of credit are generally secured and are underwritten using the
same standards as traditional commercial loans. Most letters of credit expire
without being presented for payment. However, the presentment of a letter of
credit would create a loan receivable from the Banks loan customer. At
March 31, 2004 the Company had $6.615 million in letters of credit issued and
outstanding.

In the ordinary course of
business the Company enters into rental and lease agreements to secure office
space and equipment. The Company has a variety of lease agreements in place, all
of which are operating leases. The largest lease obligations are for office
equipment and mainframe computer systems.

The Company does not have
any variable interest entities or other off-balance sheet vehicles, obligations
or derivatives as of March 31, 2004.

The following table
summarizes the obligations of the Company:

`Payments Due by Period
                                                                 ----------------------
                                                         Less                                           More
                                                         Than 1         1 - 3           3 - 5           Than 5
                                         Total            Year          Years           Years           Years
                                         -----            ----          -----           -----           -----
Contractual Obligations
Long-term debt                         $  91,926       $  12,872      $  35,137      $  21,504         $ 22,413
Capital lease obligations                      -               -              -              -                -
Operating leases                           2,665             764          1,263            605               33
Purchase obligations                           -               -              -              -                -
Other long-term liabilities                    -               -              -              -                -
                                       -----------     -----------    -----------    ------------    -------------
   Total                               $  94,591       $  13,636      $  36,400      $  22,109         $ 22,446
                                       ===========     ===========    ===========    ============    =============`

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 institution. 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, 2004, the
institution was in a positive repricing gap position of approximately 12.90% of
assets.

Interest rate shock
analysis shows that the Company will experience a 6 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 rates
of 100 basis points will result in a 4 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
20 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 20 basis points with an immediate and sustained decrease
in interest rates of 100 basis points.

The Company had no hedging
instruments or other derivative contracts in place at March 31, 2004.

---

As defined by the
Securities and Exchange Commission in Exchange Act Rules 13a-15(e), a
companys disclosure controls and procedures means controls and
other procedures of an issuer that are designed to ensure that information
required to be disclosed by the issuer in the reports that it files or submits
under the Exchange Act is recorded, processed, summarized and reported, within
the time periods specified in the Commissions rules and forms.

As of March 31, 2004 (the
Evaluation Date), the Companys Chief Executive Officer and
Chief Financial Officer have evaluated the effectiveness of the Companys
disclosure controls and procedures as defined in the Exchange Act Rules. Based
on their evaluation, the Companys Chief Executive Officer and Chief
Financial Officer have concluded that the Companys disclosure controls and
procedures are sufficiently effective to ensure that material information
relating to the Company and required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the
Commissions rules and forms.

Subsequent to the
Evaluation Date, there have been no significant changes in the Companys
internal controls or in other factors that could significantly affect these
controls.

---

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.

The Bank and one of its
subsidiaries are subject to similar cases that seek substantial damages for
claims arising out of transactions that involve relatively 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.

In total, there are cases
involving approximately 300 plaintiffs that have been filed over a three year
period. Some suits have been filed in Holmes County. Depositions have occurred
in one suit, and a trial date has been tentatively set for October, 2004 in
another suit. It is not possible at this time to determine the potential
exposure related to possible damages in connection with these suits. Future
legislation and court decisions may limit the amount of damages that can be
recovered in legal proceedings such as these. However, management cannot predict
at this time whether such legislation or court decisions will occur or the
effect they may have on these cases.

The Banks insurance
agency subsidiary is involved in a suit filed in Holmes County in August, 2003
by 13 plaintiffs alleging unfair pricing of insurance products by an insurance
underwriting company whose products the agency sells. It is not possible at this
time for management to determine the potential exposure related to possible
damages involved in this suit. No action has occurred in the suit.

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.

---

During 2003 and 2004, the
Company has repurchased shares of its stock in the open market. The following
table summarizes the repurchases for the programs in place:

`Maximum Number
                                                                                      Total Number             (or Approximate
                                                                                        of Shares               Dollar Value)
                                                                                  (or Units) Purchased      of Shares (or Units)
                                   Total Number                                        As Part of              That May Yet Be
                                  of Shares (or          Average Price Paid        Publicly Announced        Purchased Under the
           Period                units) Purchased       Per Share (or Unit)         Plans or Programs         Plans or Programs
           ------                ----------------       -------------------         -----------------         -----------------
01/01/03 - 01/31/03 (1)               18,000               $   29.13                     18,000                    138,852
02/01/03 - 02/28/03                   14,500                   31.82                     14,500                    124,352
03/01/03 - 03/12/03                    3,000                   31.90                      3,000                    121,352
03/13/03 - 03/31/03 (2)               41,854                   33.57                     41,854                    198,146
04/01/03 - 04/30/03                   10,000                   34.92                     10,000                    188,146
05/01/03 - 05/31/03                    5,000                   35.00                      5,000                    183,146
06/01/03 - 06/30/03                   30,000                   34.80                     30,000                    153,146
07/01/03 - 07/31/03                   20,000                   33.85                     20,000                    133,146
09/01/03 - 09/30/03                    5,000                   36.75                      5,000                    128,146
10/01/03 - 10/31/03                   12,500                   36.62                     12,500                    115,646
11/01/03 - 11/30/03                   10,000                   36.30                     10,000                    105,646
02/01/04 - 02/29/04                   36,500                   35.70                     36,500                     69,146

(1)      On August 14, 2002, the Board authorized a repurchase of 184,590 shares of stock between October 1, 2002
         and September 30, 2004. The repurchases are to be accomplished through open market purchases of 92,295
         shares between October 1, 2002 and September 30, 2003 and an additional 92,295 shares purchased between
         October 1, 2003 and September 30, 2004.
(2)      On March 12, 2003, the Board terminated the repurchase plan of August 14, 2002 and replaced it with a
         new plan. The new repurchase plan called for the open market purchase, as shares became available, of
         240,000 shares between March 13, 2003 and February 29, 2004.`

Note: On April 14, 2004 the
Board authorized a program to repurchase up to 120,000 shares of common stock in
the open market over a twelve month period beginning on May 1, 2004 and ending
on April 30, 2005. The authorization limits the number of shares that may be
repurchased in any calendar month to no more than 10,000.

---

`FIRST M & F CORPORATION

Item 6 - Exhibits and Reports on Form 8-K

Item 6(a) - Exhibits

     Exhibit 3(A) - 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(B) - 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 31 - Rule 13a-14(a)/15d-14(a) Certifications.

     Exhibit 32 - Section 1350 Certifications.

Item 6(b) - Reports on Form 8-K - The following reports on Form 8-K were filed during the quarter ended March 31,
2004:

(1)     Current report on Form 8-K dated January 16, 2004 and filed on January 21, 2004. Item 5 press release
        related to earnings for 2003 and the quarter ended December 31, 2003.

(2)     Current report on Form 8-K dated March 29, 2004 and filed on March 30, 2004. Items 7 and 9 related to
        (a) the completion of a stock repurchase program and (b) the earnings effect of a loan loss incurred in a 51%
        owned joint venture.`

---

`FIRST M & F CORPORATION


                                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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



BY:    /s/ Hugh S. Potts, Jr.                                                      BY:  /s/ Robert C. Thompson, III
    ------------------------------------                                              -----------------------------
     Hugh S. Potts, Jr.                                                                  Robert C. Thompson, III
     Chairman of the Board and                                                           Treasurer
     Chief Executive Officer

Date:  May 7, 2004                                                                 Date:  May 7, 2004
     ----------------------------------                                                 ---------------------------`

---

`FIRST M & F CORPORATION


                                                   EXHIBIT INDEX


3 (A)   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.

3 (B)   Bylaws, 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.

11      Computation of Earnings Per Share - Filed herewith as note 4 to the consolidated financial statements.

31      Rule 13a-14(a) Certification of Hugh S. Potts, Jr., Chief Executive Officer and Rule 13a-14(a)Certification of Robert C.
        Thompson, III, Treasurer

32      Section 1350 Certification of Hugh S. Potts, Jr., Chief Executive Officer and Section 1350 Certification of Robert C.
        Thompson, III, Treasurer`