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 March 31, 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 April 30, 1997

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





































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<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 Income      5
             Condensed Consolidated Statements of Stockholders'
               Equity                                         6
             Condensed Consolidated Statements of Cash Flow   7
             Notes to Condensed Consolidated Financial        
             Statements                                       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

SIGNATURE                                                    15

  Exhibit 11 - Computation of Earnings Per Share             16

  Exhibit 27 - Financial Data Schedule

























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<PAGE>












                    PART I:  FINANCIAL INFORMATION

                     Item 1 - Financial Statements






















































<PAGE>






                FIRST M & F CORPORATION AND SUBSIDIARY

            Condensed Consolidated Statements of Condition


                                   (Unaudited)
                                                March 31,   December 31,
                   Assets                         1997          1996 (1)
                   ------                      -----------  ------------

Cash and due from banks                      $  21,522,073 $  20,213,398
Interest bearing bank balances                   5,722,464       149,794
Federal funds sold                              22,100,000       500,000
Securities available for sale                   93,888,755    86,443,833
Investment securities, market value of
  $54,914,000 in 1997 and $57,536,000 in 1996   55,142,127    57,152,860

Loans                                          359,020,304   363,266,911
  Unearned discount                            (16,967,853)  (18,028,671)
  Reserve for possible loan losses              (4,570,094)   (4,475,000)
                                               -----------   -----------
          Net loans                            337,482,357   340,763,240
                                               -----------   -----------

Bank premises and equipment                      8,044,202     8,008,727
Accrued interest receivable                      4,924,459     4,963,438
Other real estate                                  705,368       723,748
Intangible assets                                2,646,743     2,688,974
Other assets                                     2,666,518     2,152,454
                                               -----------   -----------

                                             $ 554,845,066 $ 523,760,466
                                               ============  ===========
     Liabilities and Stockholders' Equity

Liabilities:
  Deposits:
    Non-interest bearing                     $  58,772,295 $  56,116,144
    Interest bearing                           436,165,906   407,977,979
                                               -----------   -----------
          Total deposits                       494,938,201   464,094,123
                                               -----------   -----------

  Other borrowings                               5,106,307     6,631,402
  Accrued interest payable                       2,563,695     2,434,230
  Other liabilities                              2,474,949     1,512,131
                                               -----------   -----------
          Total liabilities                    505,083,152   474,671,886
                                               -----------   -----------

Stockholders' equity:
  Common stock, $5.00 par value, 5,000,000 shares
    authorized, 3,394,656 issued and            16,973,280    16,973,280
    outstanding   
Additional paid-in capital                      10,698,388    10,698,388
  Retained earnings                             22,302,739    21,087,077
  Net unrealized gain (loss) on securities
    available for sale, net of income taxes       (212,493)      329,835
          Net stockholders' equity              49,761,914    49,088,580

                                             $ 554,845,066 $ 523,760,466
                                               ============  =========== 
                                             
The accompanying notes are an integral part of these financial statements.

(1)  Derived from audited financial statements.

                                    -4-




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                FIRST M & F CORPORATION AND SUBSIDIARY

              Condensed Consolidated Statements of Income



                                              Three Months Ended March 31,
                                              ----------------------------
                                                  1997          1996
                                                  ----          ----
Interest income:
  Interest and fees on loans                 $  8,215,778  $  7,273,856
  Interest bearing bank balances                   50,586        58,626
  Taxable investments                           1,562,579     2,055,882
  Tax exempt investments                          497,179       502,213
  Federal funds sold                              187,745       229,614
                                               ----------    ----------
          Total interest income                10,513,867    10,120,191
                                               ----------    ----------

Interest expense:
  Deposits                                      4,798,801     4,351,608
  Securities sold under agreements to
     repurchase           -                       552,890
  Other borrowings                                 85,310        45,500
                                               ----------    ----------
          Total interest expense                4,884,111     4,949,998
                                               ----------    ----------

          Net interest income                   5,629,756     5,170,193
Provision for possible loan losses                393,786       256,486
                                               ----------    ----------
          Net interest income after provision for
            possible loan losses                5,235,970     4,913,707
                                               ----------    ----------

Other operating income:
  Service charges on deposits                     818,342       845,321
  Credit insurance income                          92,104       109,227
  Gains (losses) on AFS investments                  (295)       27,316
  Other income                                    196,203       134,769
                                               ----------    ----------
          Total other operating income          1,106,354     1,116,633
                                               ----------    ----------

Other operating expenses:
  Salaries and employee benefits                2,012,163     1,932,368
  Net occupancy expense                           244,034       271,755
  Equipment and data processing expenses          446,244       420,181
  Other expenses                                  994,760       890,822
                                               ----------    ----------
          Total other operating expenses        3,697,201     3,515,126

          Income before income taxes            2,645,123     2,515,214
Income taxes                                      750,530       672,015
                                               ----------    ----------

          Net income                         $  1,894,593  $  1,843,199
                                               ==========    ==========


Earnings per share                                 $ 0.56        $ 0.54
                                                     ====          ====






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
                 -----       ----------     --------     -------    -----------       ----- 
January 1,
<S>          <C>           <C>           <C>           <C>          <C>          <C>         
  1996       $ 16,973,280  $ 10,653,316  $ 16,242,675  $ (48,828)   $  698,987   $ 44,519,430

Net income              -             -     1,843,199          -             -      1,843,199

Cash
  dividends
  paid ($.17
  per share)            -             -      (576,396)         -             -       (576,396)

Net change in
  unrealized
  gain (loss)           -             -             -          -      (561,862)      (561,862)
               ----------    ----------    ----------     ------       -------     ----------

March 31,
  1996       $ 16,973,280  $ 10,653,316  $ 17,509,478  $ (48,828)   $  137,125    $ 45,224,371
               ==========    ==========    ==========     ======       =======      ==========



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

Net income              -             -     1,894,593          -             -       1,894,593

Cash
  dividends
  paid ($.20
  per share)            -             -      (678,931)         -             -        (678,931)

Net change in
  unrealized
  gain (loss)           -             -             -          -      (542,328)       (542,328)
               ----------    ----------    ----------       ----       -------       ---------

March 31,
  1997       $ 16,973,280  $ 10,698,388  $ 22,302,739     $    -    $ (212,493)   $ 49,761,914
               ==========    ==========    ==========       ====       =======      ==========



</TABLE>







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


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                  FIRST M & F CORPORATION AND SUBSIDIARY

              Condensed Consolidated Statements of Cash Flows



                                               Three Months Ended March 31,
                                               ----------------------------

                                                     1997         1996
Cash flows from operating activities:                ----         ----
  Net income                                    $  1,894,593 $  1,843,199
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Depreciation and amortization                    313,930      262,959
    Provision for possible loan losses               393,786      256,486
    (Increase) decrease in interest receivable        38,979     (157,797)
    Increase (decrease) in interest payable          129,465     (239,662)
    Other, net                                       467,133      751,389
                                                  ----------   ----------

       Net cash provided by operating activities   3,237,886    2,716,574
                                                   ----------   ----------

Cash flows from investing activities: 
  Net (increase) decrease in:
    Interest bearing bank balances                (5,572,670)  (3,750,654)
    Federal funds sold                           (21,600,000) (22,200,000)
    Securities available for sale                 (7,987,250)     894,924
    Investment securities                          2,010,733   (1,961,269)
    Loans                                          2,887,097   (6,536,255)
    Bank premises and equipment                     (307,173)    (710,341)
                                                   ----------   ----------

          Net cash used in investing activities  (30,569,263) (34,263,595)

Cash flows from financing activities: 
  Net increase (decrease) in:
    Deposits                                      30,844,078   42,203,821
    Securities sold under agreements to
      Repurchase                                        -      (8,146,997)
    Other borrowings                              (1,525,095)    (176,204)
  Cash dividends                                    (678,931)    (576,396)
                                                   ----------   ----------

       Net cash provided by financing activities  28,640,052   33,304,224

       Net increase in cash and due from banks     1,308,675    1,757,203

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

Cash and due from banks at March 31             $ 21,522,073 $ 20,580,722
                                                  ==========   ==========









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 three  months  ended March 31,  1997 and 1996,  the Company had the
  following payments:

                                                1997         1996
                                                ----         ----  
      Income taxes                         $    56,000  $   383,000
      Interest on deposit liabilities        4,663,000    4,495,000
      Interest on other borrowings              86,000      584,000
                                             =========    =========
























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                        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  three  months  ended  March  31,  1997 was
$1,894,593,  or $0.56 per share, compared to $1,843,199, or $0.54 per share, for
the same period of 1996.  This  represents  an increase in earnings per share of
3.7% and in net earnings of 2.78%.  Return on average  assets was 1.44% compared
to 1.42% for 1996 and return on  average  equity  was  15.55% as  contrasted  to
16.43% 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 a good quarter
of 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 roll-out of approximately $40 million in repurchase agreements,
to more traditional fund sources in 1997.

NET INTEREST INCOME

During the three month period  ending March 31, 1997,  the level of net interest
income increased $459,563 or 8.83% 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 March 31, 1997 were approximately $518 million compared to
approximately  $489 million at December 31, 1996 (a  difference of $29 million).
This excess of total earning assets over liabilities  contributed to the greater
volume of net interest income during the period. The net interest margin for the
period  ending  March  31,  1997,  was  approximately  4.54%,  contrasted  to an
approximate margin of 4.43% for the same period of 1996.

PROVISION FOR LOAN LOSSES

During the three month period ending March 31, 1997, the Company's provision for
loan losses was  $393,786  contrasted  to $256,486  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 three month period ending March 31, 1997,  non
interest  income was  $1,106,354  as compared to  $1,163,633  for 1996.  Service
charges on deposits and credit insurance income reflected an approximate $44,000
or 4.6% decrease for 1997. Other income reflect an approximate  $61,000 or 4.55%
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 March 31, 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 4.1% when compared to the same period of 1996. Additional staffing has
also been  required  in several  locations  as a result of volume and  increased
demand.

Other expense reflects an increase of approximately  $96,000 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 three months ended March 31, 1997, the Company's  effective tax rate was
28.4% as  compared  to 26.7%  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.


















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<PAGE>






                        FIRST M & F CORPORATION


ASSETS/LIABILITIES

Loans, net of unearned discount,  decreased to $342.1 million at March 31, 1997,
as compared to $345 million at the end of 1996. This  approximately  $3 million,
or 0.9%,  decrease in loans since  December  31,  1996,  generally  reflects the
overall softness of the economy at this time of the year.

The current level of the reserve for possible loan losses  approximates 1.34% 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.  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 March 31, 1997,
the total  securities  portfolio was  approximately  $149  million,  up from the
December 31, 1996 level by approximately $5 million. Yield for the portfolio was
at 5.77% for the three  months  ended March 31, 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  $31
million or 6.6% during the three month period  ended March 31, 1997,  consistent
with growth plans for the year.

Other borrowings of $5,106,307  include  approximately  $4.7 million in advances
from the Federal Home Loan Bank of Dallas and are primarily  funding sources for
specific loans.























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<PAGE>






                        FIRST M & F CORPORATION


EQUITY

The Company's regulatory capital ratios at March 31, 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                                        $  47,327
  Tier 2 capital element                                    4,464
                                                           ------

            Total qualifying capital                    $  51,791
                                                           ======


  Risk weighted assets                                  $ 357,154
                                                          =======


  Total qualifying capital/risk weighted assets             14.50%


  Leverage ratio                                             8.84%


The dividend payout ratio for the three months ended March 31, 1997 was 35.8% of
net  income  reflecting  a dividend  of $.20 per share.  Book value per share at
March 31, 1997 was $14.66 compared to a $27.00 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.







































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<PAGE>






                        FIRST M & F CORPORATION


                      PART II:  OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

No new legal proceedings occurred in the first 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.  Application with
the State of Mississippi to effect this change in process at the present time.


ITEM 5 - OTHER INFORMATION

None


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:  May 9, 1997                         
                                           Hugh S. Potts, Jr.
                                           Chairman and Chief Executive Officer



DATE:  May 9, 1997                      
                                        Scott M. Wiggers
                                        President and Chief Accounting Officer

























































                                 -15-