FIRST M & F CORPORATION

                        SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20459

                                     FORM 10-Q


                Quarterly Report Under Section 13 or 15 (d) of the
                          Securities Exchange Act of 1934

For the quarter ended June 30, 1997          Commission File Number 0-9424

                               FIRST M & F CORPORATION
              ------------------------------------------------------
              (Exact name of registrant as specified in its charter)

                     Mississippi                         64-0636653
           ------------------------------           -------------------
          (State or other jurisdiction of            (I.R.S. Employer
          incorporation of organization)            Identification No.)

                  Registrant's telephone number:  (601) 289-5121

                                     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 the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

            Class                               Outstanding at June 30, 1997
            -----                               ----------------------------

Common stock ($5.00 par value)                        3,394,656 shares



















                                   Page 1 of 16




<PAGE>






                      FIRST M & F CORPORATION AND SUBSIDIARY

                                     FORM 10-Q

                                     CONTENTS

                                                                    Page
                                                                    ----
PART I:  FINANCIAL INFORMATION                                          3
  Item 1 - Financial Statements (unaudited):
  Condensed Consolidated Statements of Condition                        4
  Condensed Consolidated Statements of Income5                          5
  Condensed Consolidated Statements of Stockholders'
   Equity                                                               6
  Condensed Consolidated Statements of Cash Flow                        7
  Notes to Condensed Consolidated Financial Statements8                 8

  Item 2 - Management's Discussion and Analysis of
           Financial Condition and Results of Operations                9-13


PART II:  OTHER INFORMATION
  Item 1 - Legal Proceedings
                                                                        14
  Item 2 - Changes in Securities
                                                                        14
  Item 3 - Defaults upon Senior Securities
                                                                        14
  Item 4 - Submission of Matters to a Vote of Security
             Holders
                                                                        14
  Item 5 - Other Information
                                                                        14
  Item 6 - Exhibits and Reports on Form 8-K
                                                                        14
  Exhibit 11 - Computation of Earnings Per Share                        15

SIGNATURE                                                               16






                                        -2-



<PAGE>











                          PART I:  FINANCIAL INFORMATION

                           Item 1 - Financial Statements


















<PAGE>




<TABLE>
<CAPTION>


                      FIRST M & F CORPORATION AND SUBSIDIARY

                  Condensed Consolidated Statements of Condition


                                                         (Unaudited)
                                                         June 30,        December 31,
                   Assets                                  1997              1996 (1)
                   ------                               -----------      ------------

<S>                                                   <C>               <C>          
Cash and due from banks                               $  30,383,867     $  20,213,398
Interest bearing bank balances                            1,114,981           149,794
Federal funds sold                                        3,050,000           500,000
Securities available for sale                           108,324,513        86,443,833
Investment securities, market value of
  $58,296,000 in 1997 and $57,536,000 in 1996            57,997,239        57,152,860

Loans                                                   361,720,430       363,266,911
  Unearned discount                                     (16,025,688)      (18,028,671)
  Reserve for possible loan losses                       (4,793,077)       (4,475,000)
                                                        -----------       -----------
          Net loans                                     340,901,665       340,763,240
                                                        -----------       -----------

Bank premises and equipment                               8,237,689         8,008,727
Accrued interest receivable                               5,479,391         4,963,438
Other real estate                                           592,176           723,748
Intangible assets                                         2,604,313         2,688,974
Other assets                                              2,568,969         2,152,454
                                                        -----------       -----------

                                                      $ 561,254,803     $ 523,760,466
                                                        ===========       ===========

     Liabilities and Stockholders' Equity

Liabilities:
  Deposits:
    Non-interest bearing                              $  57,548,881     $  56,116,144
    Interest bearing                                    443,229,769       407,977,979
                                                        -----------       -----------
          Total deposits                                500,778,650       464,094,123
                                                        -----------       -----------

  Other borrowings                                        3,548,647         6,631,402
  Accrued interest payable                                2,796,518         2,434,230
  Other liabilities                                       2,792,490         1,512,131
                                                        -----------       -----------
          Total liabilities                             509,916,305       474,671,886
                                                        -----------       -----------

Stockholders' equity:
  Common stock, $5.00 par value, 15,000,000 shares
    authorized, 3,394,656 issued and outstanding         16,973,280
                                                         16,973,280
  Additional paid-in capital                             10,698,388        10,698,388
  Retained earnings                                      23,511,812        21,087,077
  Net unrealized gain on securities available for
    sale, net of income taxes                               155,018           329,835
                                                        -----------       -----------
          Net stockholders' equity                       51,338,498        49,088,580
                                                        -----------       -----------

                                                      $ 561,254,803     $ 523,760,466
                                                        ===========       ===========



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

<FN>

(1)  Derived from audited financial statements.
</FN>

</TABLE>                                          -4-




<PAGE>




<TABLE>
<CAPTION>


                      FIRST M & F CORPORATION AND SUBSIDIARY

                    Condensed Consolidated Statements of Income



                                           Three Months Ended           Six Months Ended
                                          -----------------------     ----------------------
                                          June 30,       June 30,     June 30,      June 30,
                                            1997           1996         1997          1996
                                          --------       --------     --------      ------

<S>                                    <C>            <C>          <C>           <C>
Interest income:
  Interest and fees on loans           $  8,378,678   $  7,524,271 $ 16,594,456  $ 14,798,127
  Interest bearing bank balances             40,484         61,819       91,070       120,448
  Taxable investments                     1,840,654      1,994,162    3,403,233     4,050,044
  Tax exempt investments                    521,745        492,563    1,018,924       994,776
  Federal funds sold                        148,418        202,774      336,163       432,388
                                         ----------     ----------   ----------    ----------
          Total interest income          10,929,979     10,275,589   21,443,846    20,395,783
                                         ----------     ----------   ----------    ----------

Interest expense:
  Deposits                                5,029,762      4,500,529    9,828,563     8,852,137
  Securities sold under agreements
    to repurchase                             3,465        379,466        3,465       932,356
  Other borrowings                           62,331         42,861      147,641        88,361
                                         ----------     ----------   ----------    ----------
          Total interest expense          5,095,558      4,922,856    9,979,669     9,872,854
                                         ----------     ----------   ----------    ----------

          Net interest income             5,834,421      5,352,733   11,464,177    10,522,929
Provision for possible loan losses          397,502        247,995      791,288       504,481
                                         ----------     ----------   ----------    ----------
          Net interest income after
            provision for possible
            loan losses                   5,436,919      5,104,738   10,672,889    10,018,448

Other operating income:
  Service charges on deposits               841,004        883,001    1,659,346     1,728,322
  Credit insurance income                    98,011        137,255      190,115       246,482
  Gains (losses) on AFS investments           7,007         (5,365)       6,712
                                             21,951
  Other income                              167,783        188,318      363,986       323,087
                                         ----------     ----------   ----------    ----------
          Total other operating income    1,113,805      1,203,209    2,220,159     2,319,842
                                         ----------     ----------   ----------    ----------

Other operating expenses:
  Salaries and employee benefits          2,079,564      2,028,263    4,091,727     3,960,631
  Net occupancy expense                     230,500        250,312      474,534       522,067
  Equipment and data processing
    expenses                                442,382        445,460      888,626       865,641
  Regulatory insurance and fees              33,389         21,244       53,572        34,016
  Other expenses                          1,015,458        965,520    1,990,035     1,843,570
                                         ----------     ----------   ----------    ----------
          Total other operating
            expenses                      3,801,293      3,710,799    7,498,494     7,225,925
                                         ----------     ----------   ----------    ----------

          Income before income taxes      2,749,431      2,597,148    5,394,554     5,112,365
Income taxes                                793,534        731,415    1,544,064     1,403,430
                                         ----------     ----------   ----------    ----------

          Net income                   $  1,955,897   $  1,865,733 $  3,850,490  $  3,708,935
                                         ==========     ==========   ==========    ==========


Earnings per share                           $ 0.57         $ 0.55       $ 1.13        $ 1.09
                                               ====           ====         ====          ====
</TABLE>

The accompanying notes are an integral part of these financial statements.
                                        -5-




<PAGE>




<TABLE>
<CAPTION>


                        FIRST M & F CORPORATION AND SUBSIDIARY

               Condensed Consolidated Statements of Stockholders' Equity



                             Additional
                 Common       Paid-In       Retained    Treasury    Unrealized
                 Stock        Capital       Earnings     Stock      Gain (Loss)       Total
                 ------      ----------     ---------   --------    -----------       -----
<S>          <C>           <C>           <C>           <C>          <C>          <C>
January 1,
  1996       $ 16,973,280  $ 10,653,316  $ 16,242,675  $ (48,828)   $  698,987   $ 44,519,430

Net income              -             -     3,708,935          -             -      3,708,935

Cash
  dividends
  paid ($.36
  per share)            -             -    (1,221,126)         -             -     (1,221,126)

Net change in
  unrealized
  gain (loss)           -             -             -          -      (934,162)      (934,162)

Sale of
  treasury
  stock                 -        45,072             -     48,828             -          93,900
               ----------    ----------    ----------     ------       -------      ----------

June 30,
  1996       $ 16,973,280  $ 10,698,388  $ 18,730,484  $       -    $ (235,175)   $ 46,166,977
               ==========    ==========    ==========     ======       =======      ==========



January 1,
  1997       $ 16,973,280  $ 10,698,388  $ 21,087,077     $    -    $  329,835    $ 49,088,580

Net income              -             -     3,850,490          -             -       3,850,490

Cash
  dividends
  paid ($.42
  per share)            -             -    (1,425,755)         -             -      (1,425,755)

Net change in
  unrealized
  gain (loss)           -             -             -          -      (174,817)       (174,817)
               ----------    ----------    ----------       ----       -------       ---------

June 30,
  1997       $ 16,973,280  $ 10,698,388  $ 23,511,812     $    -    $  155,018    $ 51,338,498
               ==========    ==========    ==========       ====       =======      ==========

</TABLE>





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


                                              -6-




<PAGE>



<TABLE>
<CAPTION>



                        FIRST M & F CORPORATION AND SUBSIDIARY

                    Condensed Consolidated Statements of Cash Flows



                                                        Six Months Ended March 31,
                                                        --------------------------
                                                            1997            1996
                                                            ----            ----
<S>                                                    <C>             <C>         
Cash flows from operating activities:
  Net income                                           $  3,850,490    $  3,708,935
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Depreciation and amortization                           606,147         564,730
    Provision for possible loan losses                      791,288         504,481
    (Increase) decrease in interest receivable             (515,953)       (301,424)
    Increase (decrease) in interest payable                 362,288          (8,765)
    Other, net                                              995,414        (673,716)
                                                         ----------      ----------

          Net cash provided by operating activities       6,089,674       3,794,241
                                                         ----------      ----------

Cash flows from investing activities: Net (increase)
  decrease in:
    Interest bearing bank balances                         (965,187)     (4,872,245)
    Federal funds sold                                   (2,550,000)    (19,600,000)
    Securities available for sale                       (22,055,497)     21,390,650
    Investment securities                                  (844,379)        996,792
    Loans                                                  (929,713)    (25,905,910)
    Bank premises and equipment                            (750,446)       (794,267)
                                                         ----------      ----------

          Net cash used in investing activities         (28,095,222)    (26,784,980)
                                                         ----------      ----------

Cash flows from financing activities: Net increase 
  (decrease) in:
    Deposits                                             36,684,527      45,130,678
    Securities sold under agreements to repurchase                -     (25,415,983)
    Other borrowings                                     (3,082,755)     10,742,431
  Proceeds of sale of common stock                                -          93,900
  Cash dividends                                         (1,425,755)     (1,221,126)
                                                         ----------      ----------

          Net cash provided by financing activities      32,176,017      29,329,900
                                                         ----------      ----------

          Net increase in cash and due from banks        10,170,469       4,339,161

Cash and due from banks at January 1                     20,213,398      18,823,519
                                                         ----------      ----------

Cash and due from banks at June 30                     $ 30,383,867    $ 23,162,680
                                                         ==========      ==========

</TABLE>







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


                                          -7-




<PAGE>






                      FIRST M & F CORPORATION AND SUBSIDIARY

               Notes to Condensed Consolidated Financial Statements



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

  The accompanying  unaudited condensed  consolidated  financial statements have
  been prepared in accordance with generally accepted accounting  principles 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 generally accepted accounting principles
  for  complete  financial  statements.  In  the  opinion  of  management,   all
  adjustments (consisting of normal recurring accruals) considered necessary for
  a fair presentation have been included.  The condensed  consolidated financial
  statements  of First M & F  Corporation  include the  financial  statements of
  Merchants & Farmers  Bank,  a wholly  owned  subsidiary,  and its wholly owned
  subsidiaries,  First M & F Insurance Co., M & F Financial Services, Inc. and M
  & F  Bank  Securities  Corporation.  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, 1996.


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

  During  the six months  ended  June 30,  1997 and 1996,  the  Company  had the
  following payments:

                                                       1997           1996
                                                       ----           ----

      Income taxes                                $ 1,400,000    $ 1,628,000
      Interest on deposit liabilities               9,461,000      8,766,000
      Interest on other borrowings                    154,000        991,000
                                                    =========      =========



























                                        -8-




<PAGE>




                              FIRST M & F CORPORATION

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

Earnings Summary

The Company's net income for the six months ended June 30, 1997 was  $3,850,490,
or $1.13 per share,  compared to  $3,708,935,  or $1.09 per share,  for the same
period of 1996. This represents an increase in earnings per share of 3.7% and in
net  earnings  of 3.8%.  Return on  average  assets was 1.42% for the six months
compared to 1.41% for 1996. Return on average equity was 15.51% as contrasted to
16.29% for 1996.

These two key measures of bank profitability and performance continue to reflect
the growth in net interest income and non interest income combined with emphasis
on the budgeting  and control of non interest  expenses to produce good earnings
for the Company.  Another  factor  during this period of 1997,  as contrasted to
1996,  has been the  significant  change in sources of deposit  funding with the
pay-off of approximately  $40 million in repurchase  agreements in 1996, to more
traditional fund sources in 1997.

Net Interest Income

During the six month  period  ending June 30,  1997,  the level of net  interest
income increased $941,248 or 9.53% over the comparable period for 1996. This was
the result of an increase in the overall  volume of earning  assets in excess of
interest bearing liabilities.  To contrast the two periods, total earning assets
for the period ending June 30, 1997 were  approximately $516 million compared to
approximately  $489 million at December 31, 1996 (a  difference of $27 million).
This excess of total earning assets over liabilities  contributed to the greater
volume of net interest income during the period.  Net interest income (FTE) as a
percent of assets for the period ending June 30, 1997, was approximately  4.46%,
contrasted to 4.20% for the same period of 1996.

Provision for Loan Losses

During the six month period ending June 30, 1997,  the  Company's  provision for
loan losses was  $791,288  contrasted  to $504,481  for the same period of 1996.
This provision reflects  management's  assessment of the adequacy of the reserve
for  possible  loan  losses to absorb  potential  losses in the loan  portfolio.
Factors  considered  involve  an  assessment  of growth and  composition  of the
portfolio;  historical credit loss experience;  current and anticipated economic
conditions; and changes in the borrower's financial condition.  During the first
eight months of 1996, the Company used $75,000 per month as its estimate of 1996
requirement.  In September, 1996 the provision was increased to $100,000 for the
remainder  of 1996 to  provide  for some  sluggishness  in  collections  and for
general  overall growth of the portfolio.  1997's estimate is $125,000 per month
and has been  provided  primarily  to raise the level of the reserve for overall
growth.  The overall  condition of the loan  portfolio,  considering  past-dues,
collections and other evaluation factors was considered to be superior.
                                        -9-




<PAGE>






                              FIRST M & F CORPORATION


Non Interest Income

One of the Company's key long-term strategies is to continue to boost its growth
in non  interest  income.  For the six month period  ending June 30,  1997,  non
interest  income was  $2,220,159  as compared to  $2,319,842  for 1996.  Service
charges on  deposits  and  credit  insurance  income  reflected  an  approximate
$125,000 or 5.4% decrease for 1997. Other income reflect an approximate  $41,000
or 1.8% increase  primarily in the area of fee income on  non-deposit  products.
Management continues to emphasize the non interest income area through increased
focus and budget/incentive processes.

Non Interest Expense

Another  strategy of the Company is to contain non interest  expenses  within an
overall growth discipline.  At June 30, 1997, the Company's efficiency ratio, an
indicator of control of non interest expenses, was 54% contrasted to 56% for the
same  period  of 1996.  However,  improvements  have  been  made in the  overall
monitoring and control of expense through the budgeting and review process.

Salaries and benefits  comprise the largest portion of non interest  expense and
increased 3.3% when compared to the same period of 1996. Additional staffing has
been required in several locations as a result of volume and increased demand.

Other  expense  reflects an increase  of  approximately  $272,000 or 3.7%in 1997
compared to 1996.  This  primarily  represents  the recovery in 1996 of property
taxes paid in prior  years as a result of errors in the  assessments  by several
local taxing authorities.

Income Taxes

For the six months ended June 30, 1997,  the  Company's  effective  tax rate was
28.6% as  compared  to 27.5%  for the same  period  of 1996.  This  increase  in
effective  rate is the  result  of the  reduction  of the  level  of  tax-exempt
investment  income  and,  for the first year ever,  a  provision  for  estimated
Mississippi  corporate  income taxes.  The Mississippi 5% corporate tax rate has
been factored  into the monthly  accrual and  estimated  quarterly  payments are
being made in compliance with the state taxing regulations.


















                                       -10-




<PAGE>






                              FIRST M & F CORPORATION


Assets/Liabilities

Loans, net of unearned  discount,  increased to $345.7 million at June 30, 1997,
as compared to $345.2 million at the end of 1996. This overall lack of growth in
loans since December 31, 1996,  generally  reflects the overall  softness of the
economy during this period,  however, loan volumes were increasing in June, 1997
of the year.

The current level of the reserve for possible loan losses  approximates 1.39% of
total loans outstanding.  The Company's  nonperforming loans past due 90 days or
more remain well  controlled and continues to compare  favorably to peer levels.
The adequacy of the reserve is reviewed  quarterly  using  criteria and guidance
provided by the appropriate regulatory agencies and is presented to the Board of
Directors for subsequent review and approval.  Regulatory  examinations underway
during the second quarter of 1997 indicated  superior  performance and a quality
loan portfolio  with few problems,  if any.  Management  will continue to take a
prudent approach in the evaluation of the reserve for loan losses.

The securities portfolio is utilized to provide quality investment  alternatives
for available  funds and a stable source of interest  income.  At June 30, 1997,
the total  securities  portfolio was  approximately  $166  million,  up from the
December 31, 1996 level by  approximately  $23 million.  Yield for the portfolio
was at 6.06% for the six months  ended June 30, 1997 and is  comparable  to peer
groups. There were no sales of held to maturity securities during the period.

Deposits  originating from the various communities served by the Company provide
the primary source of its funds.  Total  deposits  increased  approximately  $37
million or 7.9% during the six month period ended June 30, 1997, consistent with
growth plans for the year.

Other borrowings of $3,548,647  include  approximately  $3.2 million in advances
from the Federal Home Loan Bank of Dallas and are primarily  funding sources for
specific loans.























                                       -11-




<PAGE>






                              FIRST M & F CORPORATION


Equity

The Company's  regulatory capital ratios at June 30, 1997, as shown below are in
excess  of the  minimum  requirements  and  qualify  the  institution  as  "well
capitalized" under the definition of such.

                                                              ($ in Thousands)
                                                              ----------------
  Tier 1 capital                                                 $  48,579
  Tier 2 capital element                                             4,500
                                                                    ------

            Total qualifying capital                             $  53,079
                                                                    ======


  Risk weighted assets                                           $ 359,975
                                                                   =======


  Total qualifying capital/risk weighted assets
                                                                     14.75%
                                                                     ======

  Leverage ratio                                                      8.75%
                                                                      =====

The  dividend  payout  ratio for the six months ended June 30, 1997 was 37.0% of
net income reflecting total dividends of $.42 per share. Book value per share at
June 30, 1997 was $15.12 compared to a $28.00 per share market price.





























                                       -12-




<PAGE>






                              FIRST M & F CORPORATION


Asset/Liability Management/Liquidity

The asset/liability  committee is responsible for managing the Company's program
for  controlling and monitoring  interest rate risk and for  maintaining  income
stability,   given  the  Company's   exposure  to  changes  in  interest  rates.
Appropriate  policy and guidelines,  approved by the board of directors,  govern
these actions.  Monitoring is primarily  accomplished through weekly reviews and
analysis of asset/liability market conditions and gap analysis.

The asset/liability  committee establishes  guidelines,  approved by appropriate
board  action,  by which  the  current  liquidity  position  of the  Company  in
monitored to ensure adequate funding capacity.  Accessibility to local, regional
and other funding  sources is also  maintained in order to actively  manage both
the asset and liability sides of the balance sheet.  These funding  requirements
and  the  Company's  ability  to  maintain  liquidity  is also  enhanced  by the
Company's consistent earning capacity and adequate capital.







































                                       -13-




<PAGE>






                              FIRST M & F CORPORATION


                            PART II:  OTHER INFORMATION

Item 1 - Legal Proceedings
--------------------------
No new legal proceedings occurred in the second quarter.


Item 2 - Changes in Securities
------------------------------
None


Item 3 - Defaults Upon Senior Securities
----------------------------------------
None


Item 4 - Submission of Matters to a Vote of Security Holders
------------------------------------------------------------
At the annual  stockholders'  meeting held April 10, 1997, the stockholders,  in
addition to electing  directors,  approved the Company increasing its authorized
number of shares of common  stock  from 5 million  to 15  million.  The State of
Mississippi subsequently approved this change in authorized shares.


Item 5 - Other Information
--------------------------
On August 4, 1997, First M&F Life Insurance Company, the bank subsidiary's 
credit life company, accepted $530,000 in settlement of computational errors 
and underpayments of re-insurance commissions involving its third-party 
management company during the period 1991-1997.  The settlement will have the 
effect of increasing 1997 earnings by approximately $390,000, net of taxes 
($0.11 per common share) and will be accounted for in the third quarter of 1997.


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

Exhibit 11 - Statement of computation of earnings per share






















                                       -14-


<PAGE>





                              FIRST M & F CORPORATION


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


FIRST M & F CORPORATION
     (Registrant)



DATE:  August 8, 1997                   /s/ Hugh S. Potts, Jr.
                                        ------------------------------------
                                        Hugh S. Potts, Jr.
                                        Chairman and Chief Executive Officer



DATE:  August 8, 1997                   /s/ Scott M. Wiggers
                                        --------------------------------------
                                        Scott M. Wiggers
                                        President and Chief Accounting Officer












                                      -16-