FIRST
      M
& F CORPORATION




**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;




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
                : November 7, 2008
            /s/
                John G. CopelandJohn
                G. CopelandEVP
                and Chief Financial Officer