`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, 2003                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.)

             134 West Washington Street
               Kosciusko, Mississippi                      39090
      ----------------------------------------------------------------------
       Address of Principal Executive Officers            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 mark 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 July 31, 2003
            -----                              ----------------------------

Common stock ($5.00 par value)                       4,591,464 shares`

# Page 1 of 28

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`FIRST M & F CORPORATION AND SUBSIDIARY

                                     FORM 10-Q

                                     CONTENTS

                                                                     Page

PART I:  FINANCIAL INFORMATION                                          3
  Item 1 - Financial Statements (unaudited):
             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                    8-9
             Notes to Consolidated Financial Statements             10-13
             Independent Accountants' Review Report                    14

  Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations          15-21

  Item 3 - Quantitative and Qualitative Disclosures About
              Market Risk                                              22

  Item 4 - Controls and Procedures                                     23


PART II:  OTHER INFORMATION
  Item 1 - Legal Proceedings                                           24
  Item 2 - Changes in Securities and Use of Proceeds                   24
  Item 3 - Defaults upon Senior Securities                             24
  Item 4 - Submission of Matters to a Vote of Security
             Holders                                                   24
  Item 5 - Other Information                                           25
  Item 6 - Exhibits and Reports on Form 8-K                            25

SIGNATURES                                                             26

CERTIFICATIONS                                                      27-28

EXHIBIT INDEX

EXHIBITS`

# -2-

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`PART I:  FINANCIAL INFORMATION

                     Item 1 - Financial Statements (Unaudited)`

# -3-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                         Consolidated Statements of Condition
                                      (in thousands)

                                                     (Unaudited)
                                                       June,       December 31,
                   Assets                              2003            2002 (1)
                   ------                           ------------   ------------

Cash and due from banks                             $    38,552     $    43,329
Interest bearing bank balances                            2,707          12,610
Federal funds sold                                       14,150           7,700
Securities available for sale (amortized
  cost of $204,843 and $226,617)                        213,846         236,110

Loans                                                   733,113         678,746
  Allowance for loan losses                             (10,422)        (10,258)
                                                    ------------   ------------
          Net loans                                     722,691         668,488
                                                    ------------   ------------
Bank premises and equipment                              21,424          21,508
Accrued interest receivable                               6,973           7,125
Other real estate                                         1,116             950
Goodwill                                                 16,348          16,348
Other assets                                             24,175          22,966
                                                    ------------   ------------
                                                    $ 1,061,982     $ 1,037,134
                                                    ------------   ------------
                                                    ------------   ------------

     Liabilities and Stockholders' Equity
     ------------------------------------

Liabilities:
  Deposits:
    Non-interest bearing                            $   120,671     $   101,915
    Interest bearing                                    731,635         722,109
                                                    ------------   ------------
          Total deposits                                852,306         824,024
                                                    ------------   ------------
  Federal funds and repurchase agreements                14,612          23,599
  Other borrowings                                       73,420          71,142
  Accrued interest payable                                1,570           1,920
  Other liabilities                                       8,440           7,583
                                                    ------------   ------------
          Total liabilities                             950,348         928,268
                                                    ------------   ------------
Noncontrolling joint venture interest                       848             656
                                                    ------------   ------------
Stockholders' equity:
  Common stock of $5.00 par value.  15,000,000
    shares authorized; 4,611,464 and 4,587,046
    shares issued and outstanding                        23,057          22,935
  Additional paid-in capital                             33,047          33,260
  Retained earnings                                      50,560          47,585
  Accumulated other comprehensive income                  4,122           4,430
                                                    ------------   ------------
          Total stockholders' equity                    110,786         108,210
                                                    ------------   ------------
                                                    $ 1,061,982     $ 1,037,134
                                                    ------------   ------------
                                                    ------------   ------------


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

                         Consolidated Statements of Income
                        (In Thousands, Except Share Data)
                                   (Unaudited)

                                Three Months Ended June 30,   Six Months Ended June 30,
                                ---------------------------   -------------------------
                                     2003           2002           2003           2002
                                     ----           ----           ----           ----
Interest income:
  Interest and fees on loans      $ 11,803       $ 11,976       $ 23,512       $ 24,312
  Taxable investments                1,778          2,752          3,711          5,295
  Tax exempt investments               595            644          1,191          1,326
  Federal funds sold                    77             38            183            114
  Interest bearing bank
    balances                            37             33             79             75
                                  --------       --------       --------       --------
          Total interest income     14,290         15,443         28,676         31,122
                                  --------       --------       --------       --------
Interest expense:
  Deposits                           3,620          5,192          7,547         10,826
  Short-term borrowings                135            175            302            347
  Other borrowings                     758            807          1,526          1,620
                                  --------       --------       --------       --------
          Total interest expense     4,513          6,174          9,375         12,793
                                  --------       --------       --------       --------

          Net interest income        9,777          9,269         19,301         18,329
Provision for loan losses              962          1,280          1,882          2,480
                                  --------       --------       --------       --------
          Net interest income after
            provision for loan
            losses                   8,815          7,989         17,419         15,849
                                  --------       --------       --------       --------

Noninterest income:
  Service charges on deposits        1,932          1,810          3,730          3,506
  Mortgage banking income              300            225            472            477
  Agency commission income             932            750          1,758          1,520
  Other fee income                     214            189            442            406
  Gains (losses) on securities
    available for sale                 (20)            25            (20)            26
  Other income                         261            316            613            653
                                  --------       --------       --------       --------
          Total noninterest
            income                   3,619          3,315          6,995          6,588
                                  --------       --------       --------       --------

Noninterest expenses:
  Salaries and employee benefits     4,614          4,491          8,934          8,846
  Net occupancy expense                532            498          1,050            995
  Equipment and data processing
    expenses                           951            854          1,921          1,756
  Intangible asset amortization         34             32             68             65
  Other expenses                     2,550          2,203          4,964          4,344
                                  --------       --------       --------       --------
          Total noninterest
            expenses                 8,681          8,078         16,937         16,006
                                  --------       --------       --------       --------

          Income before income
            taxes                    3,753          3,226          7,477          6,431
Income taxes                         1,115            897          2,185          1,793
                                  --------       --------       --------       --------

          Net income              $  2,638       $  2,329       $  5,292       $  4,638
                                  --------       --------       --------       --------
                                  --------       --------       --------       --------
Earnings per share:
Basic                               $ 0.57         $ 0.51         $ 1.14         $ 1.01
Diluted                               0.57           0.51           1.14           1.01
                                  --------       --------       --------       --------
                                  --------       --------       --------       --------

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

# -5-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                  Consolidated Statements of Comprehensive Income
                        (In Thousands, Except Share Data)
                                   (Unaudited)


                               Three Months Ended June 30,    Six Months Ended June 30,
                               ---------------------------    -------------------------
                                   2003           2002           2003           2002
                                   ----           ----           ----           ----

Net income                        $ 2,638        $ 2,329        $ 5,292        $ 4,638
                                  -------        -------        -------        -------

Other comprehensive income (loss):
    Unrealized holding gains
      (losses) on securities,
       net of taxes of $53
       and $1,650 for the three
       months ended June 30,
       and $190 and $1,256 for
       the six months ended
       June 30                         89          2,794           (319)         2,131

    Plus (minus) reclassification
      adjustments for (gains)
      losses included in net
      income, net of taxes of
      $8 and $9 for the three
      months ended June 30 and
      $8 and $9 for the six
      months ended June 30             12            (15)            12            (16)
                                  -------        -------        -------        -------

          Other comprehensive
            income (loss)             101          2,779           (307)         2,115
                                  -------        -------        -------        -------

          Total comprehensive
            income                $ 2,739        $ 5,108        $ 4,985        $ 6,753
                                  -------        -------        -------        -------
                                  -------        -------        -------        -------






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

# -6-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                   Consolidated Statements of Stockholders' Equity
                         (In Thousands, Except Share Data)
                                    (Unaudited)



                                                             Accumulated
                                  Additional                    Other
                        Common     Paid-In      Retained    Comprehensive
                        Stock      Capital      Earnings       Income          Total
                        ------    ----------    --------    -------------      -----


January 1, 2002       $ 23,074     $ 33,876     $ 41,960       $ 1,153      $ 100,063

Net income                   -            -        4,638             -          4,638

Cash dividends ($.50
  per share)                 -            -       (2,308)            -         (2,308)

Net change                   -            -            -         2,115          2,115
                      --------     --------     --------       -------      ---------

June 30, 2002         $ 23,074     $ 33,876     $ 44,290       $ 3,268      $ 104,508
                      --------     --------     --------       -------      ---------
                      --------     --------     --------       -------      ---------

January 1, 2003       $ 22,935     $ 33,260     $ 47,585       $ 4,430      $ 108,210

Net income                   -            -        5,292             -          5,292

Cash dividends ($.50
  per share)                 -            -       (2,317)            -         (2,317)

Exercise of options
  for 146,772 common
  shares                   734        3,229            -             -          3,963

122,354 common shares
  repurchased             (612)      (3,442)           -             -         (4,054)

Net change                   -            -            -          (308)          (308)
                      --------     --------     --------       -------      ---------

June 30, 2003         $ 23,057     $ 33,047     $ 50,560       $ 4,122      $ 110,786
                      --------     --------     --------       -------      ---------
                      --------     --------     --------       -------      ---------




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

# -7-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                       Consolidated Statements of Cash Flows
                         (In Thousands, Except Share Data)
                                    (Unaudited)




                                                       Six Months Ended June 30,
                                                       -------------------------
                                                          2003            2002
                                                          ----            ----
Cash flows from operating activities:
  Net income                                           $  5,292        $  4,638
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Provision for loan losses                             1,882           2,480
    Depreciation and amortization                           987           1,015
    Net investment amortization                             541             321
    (Gain) loss on securities available for sale             20             (26)
    Deferred income taxes                                  (220)         (1,034)
    (Increase) decrease in:
      Accrued interest receivable                           152             407
      Cash surrender value of bank owned life
        insurance                                          (291)           (354)
    Increase (decrease) in:
      Accrued interest payable                             (350)           (624)
      Income taxes payable                                   42          (3,274)
    Other, net                                              209             890
                                                       --------        --------

          Net cash provided by operating activities       8,264           4,439
                                                       --------        --------

Cash flows from investing activities:
  Purchases of securities available for sale            (26,573)        (45,120)
  Sales of securities available for sale                  2,063           1,537
  Maturities of securities available for sale            45,963          34,045
  Net (increase) decrease in:
    Interest bearing bank balances                        9,903          (2,266)
    Federal funds sold                                   (6,450)         (9,650)
    Loans                                               (56,990)          3,416
    Bank premises and equipment                            (818)           (497)
  Other, net                                                804             916
                                                       --------        --------

          Net cash used in investing activities         (32,098)        (17,619)
                                                       --------        --------

















                                                                   (Continued)`

# -8-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                       Consolidated Statements of Cash Flows
                         (In Thousands, Except Share Data)
                                    (Unaudited)




                                                       Six Months Ended June 30,
                                                       -------------------------
                                                          2003            2002
                                                          ----            ----
Cash flows from financing activities:
  Net increase (decrease) in:
    Non-interest bearing deposits                      $ 18,756        $ (3,843)
    Interest bearing deposits                             9,526          10,772
    Securities sold under agreements to
      repurchase and other short-term borrowings         (8,987)          3,138
  Proceeds from other borrowings                         18,800          12,000
  Repayments of other borrowings                        (16,630)        (16,886)
  Distribution to noncontrolling joint venture
    interest                                                  -            (500)
  Common shares issued                                    3,963               -
  Common shares repurchased                              (4,054)              -
  Cash dividends                                         (2,317)         (2,308)
                                                       ---------       ---------

          Net cash provided by financing
            activities                                   19,057           2,373
                                                       ---------       ---------

          Net decrease in cash and due from banks        (4,777)        (10,807)

Cash and due from banks at January 1                     43,329          40,945
                                                       ---------       ---------

Cash and due from banks at June 30                     $ 38,552        $ 30,138
                                                       ---------       ---------
                                                       ---------       ---------





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

# -9-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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




Note 1:  Basis of Presentation

  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 & Farmers Bank, a
    wholly owned subsidiary, and the Bank's wholly owned subsidiaries, First M & F
    Insurance Co., M & F Financial Services, Inc., M & F Bank Securities
    Corporation, M & F Insurance Group, Inc., M & F Business Credit, Inc. and the
    Bank's 51% owned 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, 2002.


Note 2:  Statements of Cash Flows

  During the six months ended June 30, 2003 and 2002, the Company had the following
    payments:

                                                    2003            2002
                                                    ----            ----

      Interest                                    $ 9,725        $ 13,417
      Income taxes                                  2,363           5,067
                                                  -------        --------
                                                  -------        --------


Note 3:  Stock-Based Compensation

  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.





                                                                 (Continued)`

# -10-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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



Note 3:  (Continued)

  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     Six Months Ended
                                                   June 30,               June 30,
                                              -------------------    ----------------
                                                2003       2002       2003      2002
                                                ----       ----       ----      ----

    Net income, as reported                   $ 2,638    $ 2,329    $ 5,292   $ 4,638
    Total stock-based employee
      compensation expense determined
      under fair value method for all
      awards, net of related tax effects           11         16         19        32
                                              -------    -------    -------   -------

    Pro forma net income                      $ 2,627    $ 2,313    $ 5,273   $ 4,606
                                              -------    -------    -------   -------
                                              -------    -------    -------   -------

    Earnings per share:
      Basic - as reported                       $ .57      $ .51     $ 1.14    $ 1.01
      Basic - pro forma                           .57        .50       1.14      1.00

      Diluted - as reported                       .57        .51       1.14      1.01
      Diluted - pro forma                         .56        .50       1.13      1.00
                                              -------    -------    -------   -------
                                              -------    -------    -------   -------

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

  The following is a summary of outstanding options and weighted average exercise
    price for the six months ended June 30, 2003 and 2002:

                                         2003                      2002
                                 --------------------      --------------------
                                 Number        Price       Number        Price
                                 ------        -----       ------        -----

    January 1                    319,752      $ 28.30      347,802      $ 28.22
    Granted                        2,500        38.00        3,000        25.25
    Exercised                   (146,772)       27.00            -            -
    Forfeited                          -            -       (1,500)       32.50
                                --------      -------      -------      -------

    June 30                      175,480      $ 29.53      349,302      $ 28.18
                                --------      -------      -------      -------
                                --------      -------      -------      -------`

# -11-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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




Note 4:  Earnings Per Share

                                                           Three Months Ended
                                                                June 30,
                                                       -------------------------
                                                           2003            2002
                                                           ----            ----

    Net income                                           $ 2,638         $ 2,329
                                                       ---------       ---------

    Weighted average shares outstanding                4,639,631       4,614,784
    Add dilutive effective of outstanding options         30,763               -
                                                       ---------       ---------

              Adjusted dilutive shares outstanding     4,670,394       4,614,784
                                                       ---------       ---------
                                                       ---------       ---------

    Earnings per share:
      Basic                                                $ .57           $ .51
      Diluted                                                .57             .51
                                                       ---------       ---------
                                                       ---------       ---------

                                                            Six Months Ended
                                                                June 30,
                                                       -------------------------
                                                           2003            2002
                                                           ----            ----

    Net income                                           $ 5,292         $ 4,638
                                                       ---------       ---------
                                                       ---------       ---------

    Weighted average shares outstanding                4,632,908       4,614,784
    Add dilutive effective of outstanding options         21,353               -
                                                       ---------       ---------

              Adjusted dilutive shares outstanding     4,654,261       4,614,784
                                                       ---------       ---------
                                                       ---------       ---------

    Earnings per share:
      Basic                                               $ 1.14          $ 1.01
      Diluted                                               1.14            1.01
                                                       ---------       ---------
                                                       ---------       ---------

Note 5:  Common Stock Repurchase Program

  As discussed in Note 16 to the December 31, 2002, financial statements, the
    Company's Board of Directors approved a common stock repurchase program on
    August 14, 2002, authorizing the repurchase of up to 184,590 shares of the
    Company's outstanding common stock.  The Company's Board of Directors terminated
    the August 14, 2002, repurchase program and approved a common stock repurchase
    program on March 12, 2003, authorizing the repurchase of up to 240,000 shares
    of the Company's outstanding common stock beginning in March, 2003.  The
    authorization specifies that the shares will be repurchased within twelve
    months.  The timing and extent of any repurchases are subject to management's
    discretion and will depend on market considerations.  The reaquired shares will
    be held as authorized but unissued shares to be used for general corporate
    purposes.`

# -12-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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


Note 6:  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
                                 --------      --------   ---------    ----------

December 31,2001                $  16,348     $   162     $ 256         $ 234
Amortization expense                    -         (40)      (11)          (14)
                                ---------     -------     -----         -----

June 30, 2002                   $  16,348     $   122     $ 245        $  220
                                ---------     -------     -----         -----
                                ---------     -------     -----         -----

December 31,2002                $  16,348     $    81     $ 316         $ 206
Amortization expense                    -         (40)      (14)          (14)
                                ---------     -------     -----         -----
June 30, 2003                   $  16,348     $    41     $ 302         $ 192
                                ---------     -------     -----         -----
                                ---------     -------     -----         -----


Intangible assets, other than goodwill, are carried in Other Assets in the
Consolidated Statements of Condition.`

# -13-

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`Independent Accountants' Review Report



The Board of Directors
First M & F Corporation
Kosciusko, Mississippi`

We have reviewed the
accompanying consolidated statement of condition of First M & F Corporation
and subsidiary as of June 30, 2003, and the related consolidated statements of
income and comprehensive income for the three-month and six-month periods ended
June 30, 2003 and 2002 and the related consolidated statements of
stockholders equity and cash flows for the six-month periods ended June
30, 2003 and 2002. 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, 2002, 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 February 14,
2003, 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, 2002 is fairly stated, in
all material respects, in relation to the consolidated statement of condition
from which it has been derived.

`Shearer, Taylor & Co.
Ridgeland, Mississippi
July 31, 2003`

# -14-

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# FIRST M & F CORPORATION

The following provides a
narrative discussion and analyses 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 second
quarter of 2003 was $2.638 million, or $.57 per basic and diluted share as
compared to $2.329 million, or $.51 per basic and diluted share for the same
period in 2002. The increase in earnings per share was due primarily to a higher
net interest margin in 2003 than in 2002, as well as net loan growth of $32.912
million in the second quarter of 2003 as compared to a net decrease in loans of
$1.569 million in the second quarter of 2002. The net interest margin for the
second quarter of 2003 was 4.26% as compared to 4.20% for the second quarter of
2002. The second quarter efficiency ratio for 2003 increased to 63.02% from
62.16% in the second quarter of 2002. Annualized non-interest revenues were at
1.37% of average assets for the second quarter of 2003 as compared to 1.31% for
the same period in 2002. Annualized non-interest expenses were 3.29% of average
assets for the second quarter of 2003 as compared to 3.19% for the same period
in 2002. Return on assets for the second quarter of 2003 was 1.00%, while the
return on equity was 9.45%. Return on assets for the second quarter of 2002 was
..92%, while the return on equity was 9.12%.

The following table shows
performance ratios for the first and second quarters of 2003 as compared to the
first and second quarters of 2002:

`2nd Quarter    1st Quarter    2nd Quarter    1st Quarter
                          2003           2003           2002           2002
                       -----------    -----------    -----------    -----------

EPS, diluted               $ .57         $ .57         $ .51          $ .50
Net interest margin         4.26%         4.12%         4.20%          4.02%
Efficiency ratio           63.02%        62.17%        62.16%         62.08%
Return on assets            1.00%         1.00%          .92%           .89%
Return on equity            9.45%         9.63%         9.12%          8.96%`

# -15-

---

# FIRST M & F CORPORATION

Net income for the first
six months of 2003 was $5.292 million, or $1.14 per basic and diluted share as
compared to $4.638 million, or $1.01 per basic and diluted share for the same
period in 2002. The increase in earnings per share was due primarily to higher
net interest margins, stronger loan growth and a 6.18% improvement in
non-interest revenues for 2003 over 2002. The net interest margin for the first
six months of 2003 was 4.19% as compared to 4.11% for the same period in 2002.
The first half efficiency ratio for 2003 increased to 62.60% from 62.12% in the
first half of 2002. Annualized non-interest revenues were at 1.33% of average
assets for the first six months of 2003 as compared to 1.28% for the same period
in 2002. Annualized non-interest expenses were 3.21% of average assets for the
first six months of 2003 as compared to 3.12% for the same period in 2002.
Return on assets for the first six months of 2003 was 1.00%, while the return on
equity was 9.54%. Return on assets for the fist six months of 2002 was .90%,
while the return on equity was 9.04%.

Net interest income for the
second quarter of 2003 was $9.777 million as compared to $9.269 million for the
same period in 2002. Earning asset yields were 6.15% in the second quarter of
2003 as compared to 6.88% in 2002. However, funding costs decreased to 2.18% for
the second quarter of 2003 from 3.06% for the second quarter of 2002. Average
earning assets were $967.460 million during the second quarter of 2003 as
compared to $926.950 million in the same period in 2002. Average loans as a
percentage of earning assets were 73.01% for the second quarter of 2003 as
compared to 70.86% for the same period in 2002. Average interest bearing
liabilities were $829.305 million during the second quarter of 2003 as compared
to $807.668 million during the same period in 2002. Average non-interest bearing
deposits were $104.840 million during the second quarter of 2003 as compared to
$96.208 million for the same period in 2002.

The following table shows
margin-related ratios for the first and second quarters of 2003 as compared to
the first and second quarters of 2002:

`2nd Quarter    1st Quarter    2nd Quarter    1st Quarter
                            2003          2003          2002           2002
                       -----------    -----------    -----------    -----------

Net interest income       $ 9,777       $ 9,524       $ 9,269        $ 9,060
Earning asset yield          6.15%         6.14%         6.88%          6.82%
Funding cost                 2.18%         2.32%         3.06%          3.23%
Average loans as
  percentage of
  earning assets            73.01%        70.48%        70.86%         68.51%
Average non-interest
  deposits to total
  funding                   11.22%        10.52%        10.64%         11.59%`

# -16-

---

# FIRST M & F CORPORATION

Net interest income for the
first half of 2003 was $19.301 million as compared to $18.329 million for the
same period in 2002. Earning assets yields were 6.15% for the first half of 2003
as compared to 6.85% for the same period in 2002. However, funding costs
decreased to 2.25% for the first six months of 2003 from 3.15% for the same
period in 2002. Average earning assets were $969.855 million during the first
half of 2003 as compared to $952.662 million during the same period in 2002.
Average loans as a percentage of earning assets were 71.75% during the first
half of 2003 as compared to 68.79% for the same period in 2002. Average interest
bearing liabilities were $834.164 million during the first half of 2003 as
compared to $813.251 million during the same period in 2002. Average
non-interest bearing deposits were $101.736 million during the first half of
2003 as compared to $101.765 million during the same period in 2002.

The provision for loan
losses for the second quarter of 2003 was $962 thousand as compared to $1.280
million for the second quarter of 2002. This reserve for loan losses as a
percentage of loans was 1.42% at June 30, 2003, 1.51% at December 31, 2002 and
1.50% at June 30, 2002. Nonaccrual loans and 90 days past due accruing loans as
a percentage of loans outstanding were .61% at June 30, 2003, .55% at December
31, 2002 and .52% at June 30, 2002. Annualized net charge-offs as a percentage
of average loans were .53% for the second quarter of 2003 and .49% for the first
half of 2003 as compared to .40% for the year ended December 31, 2002.

Non-interest income,
excluding securities transactions, for the second quarter of 2003 was $3.639
million as compared to $3.290 million for the same period in 2002. Deposit
income was up by 6.74% due to a restructuring of deposit accounts and charges in
the summer of 2002. Agency commissions were up by 24.27% compared to the second
quarter of 2002 due to generally higher pricing in the market for insurance
products. Mortgage revenues were up by 33.33% due to higher volumes for new home
loans and refinanced loans in 2003 than in the second quarter of 2002.

The following table shows
non-interest income components for the first and second quarters of 2003 as
compared to the first and second quarters of 2002:

`2nd Quarter    1st Quarter    2nd Quarter    1st Quarter
                            2003           2003          2002          2002
                       -----------    -----------    -----------    -----------

Service charges on
  deposits                $ 1,932        $ 1,798       $ 1,810       $ 1,696
Mortgage income               300            172           225           252
Agency commissions            932            826           750           770
Other non-interest
  income                      475            580           505           554
Securities gains
  (losses)                    (20)             -            25             1
                       -----------    -----------    -----------    -----------
      Total               $ 3,619        $ 3,376       $ 3,315       $ 3,273
                       -----------    -----------    -----------    -----------
                       -----------    -----------    -----------    -----------`

# -17-

---

# FIRST M & F CORPORATION

Non interest income,
excluding securities transactions for the first half of 2003 was $7.015 million
as compared to $6.562 million for the same period in 2002. Deposit income was up
by 6.39% due to the July, 2002 changes in service charges as well as higher
transaction volumes in 2003 than in 2002. Agency commissions were up by 15.66%
in the first half of 2003 as compared to 2002 due to the higher premiums that
are prevalent in the market. Mortgage revenues were flat for the first half of
2003 as compared to 2002 due to a slow first quarter in 2003, followed by a
strong second quarter.

Non-interest expenses
increased by 7.46% in the second quarter of 2003 as compared to the same period
in 2002. Salary and benefit expenses were up by 2.74% in the second quarter of
2003 as compared to 2002. The number of full-time equivalent employees in the
Company was 428 at June 30, 2003 as compared to 416 at December 31, 2002 and 400
at June 30, 2002. Three employees were added in April, 2003 for a new branch
location in Olive Branch and a new asset-based lending subsidiary with a staff
of three was formed in Memphis in the second quarter. Other staffing increases
in 2003 were due to the addition of new commercial lenders. Annualized
non-interest expenses as a percentage of average assets were 3.29% for the
second quarter of 2003 as compared to 3.19% for the same period in 2002. The
Companys efficiency ratio was 63.02% for the second quarter of 2003 as
compared to 62.16% for the second quarter of 2002.

`The following table reflects the components of other non-interest expenses (in
thousands) for the first two quarters of 2003 and 2002:

                                   June,      March,       June,      March,
                                   2003        2003        2002        2002
                                   -----      ------       -----      ------

Telecommunications               $   228     $   219     $   193     $   188
Postage and shipping                 162         174         132         153
Supplies                             167         185         152         159
Marketing and advertising            258         153         217         147
Foreclosed property                  127          60          59          64
Intangible asset amortization         34          34          32          33
Other expenses                     1,608       1,623       1,450       1,430
                                 -------     -------     -------     -------
                                 $ 2,584     $ 2,448     $ 2,235     $ 2,174
                                 -------     -------     -------     -------
                                 -------     -------     -------     -------

The following table shows non-interest expense ratios for the first and second
quarters of 2003 as compared to the first and second quarters of 2002:

                       2nd Quarter    1st Quarter    2nd Quarter    1st Quarter
                            2003          2003          2002           2002
                       -----------    -----------    -----------    -----------

Efficiency ratio           63.02%         62.17%        62.16%        62.08%
Non-interest expense
  to average assets         3.29%          3.12%         3.19%         3.05%
Salaries and benefits
  to total non-interest
  expense                  53.15%         52.33%        55.60%        54.93%`

# -18-

---

# FIRST M & F CORPORATION

Non-interest expenses
increased by 5.82% in the first half of 2003 as compared to the same period in
2002. Salary and benefit expenses were up by 0.99% in the first half of 2003 as
compared to 2002. Equipment expenses for the first half of 2003 were up by 9.40%
over the same period in 2002 due to additional technology that was added during
2003. This enhancement was related to the automation of customer service
applications as well as enhancements to the imaging technologies of the Company.
Annualized non-interest expenses as a percentage of average assets were 3.21%
for the first half of 2003 as compared to 3.12% for the same period in 2002. The
Company's efficiency ratio was 62.60% for the first half of 2003 as compared
to 62.12% for the first half of 2002.

Income taxes for the second
quarter of 2003 were 21.21% higher than in the same period in 2002. The
effective tax rate for the second quarter of 2003 was 29.70% as compared to
27.81% in the second quarter of 2002. Income taxes for the first half of 2003
were 21.84% higher than in the first half of 2002. The effective tax rate for
the first half of 2003 was 29.22% as compared to 27.88% in the first half of
2002. The increase in taxes was primarily due to an increase in taxable income
and a decrease in tax-exempt income from 2002 to 2003.

Assets were up by 2.40%
from December 31, 2002 and up by 3.49% from June 30, 2002. Loans grew by 8.01%
in the first six months of 2003 and grew by 11.76% from June 30, 2002.
Investments declined by 9.61% in the first six months of 2003, providing funds
for loan growth. Loan demand was strong during the first half of 2003 with loans
growing by $21.454 million in the first quarter and by $32.912 million in the
second quarter. In comparison, loans decreased by $3.733 million in the first
quarter of 2002 and decreased by $1.569 million in the second quarter. Loans as
a percentage of assets were 69.03% at June 30, 2003 as compared to 65.44% at
December 31, 2002 and 63.93% at June 30, 2002.

Deposits increased by 3.43%
in the first six months of 2003 and by 3.49% from June 30, 2002. NOW and money
market deposits grew by $13.567 million in the first six months of 2003, with
$20.421 million of the growth occurring in municipal deposit accounts, while
individual and business deposits decreased by $6.854 million. Certificates of
deposit decreased by approximately $1.230 million in the first six months of
2003. Certificates of deposit of municipalities were up by $15.523 million in
2003, while consumer and business certificates of deposit were down by $16.753
million. The municipality deposit growth was driven mainly by tax receipts,
while the consumer and business time deposit decreases were due primarily to the
low interest rate environment. Other NOW and money market deposits will probably
remain at current levels under higher interest rates make reinvestment more
attractive.

Total borrowings were down
by $6.709 million in the first six months of 2003, mainly due to the liquidity
provided by deposit growth and investment portfolio decreases. Debt is expected
to remain stable or increase over the course of the year as the Company looks to
the debt market as an alternative funding source to time deposits. The Company
is also using debt to finance the repurchase of stock.

# -19-

---

# FIRST M & F CORPORATION

The Companys
regulatory capital ratios at June 30, 2003, as shown below are in excess of the
minimum requirements and qualify the institution as well capitalized
under the risk-based capital regulations.

`($ in thousands)
                                                                 ----------------

  Tier 1 capital                                                     $ 89,101
  Tier 2 capital                                                        9,377
                                                                      -------

      Total risk-based capital                                       $ 98,478
                                                                      -------
                                                                      -------

  Risk weighted assets                                              $ 746,545
                                                                      -------
                                                                      -------

  Total risk-based capital ratio                                        13.19%
                                                                      -------
                                                                      -------

  Leverage ratio                                                         8.59%
                                                                      -------
                                                                      -------`

The total risk-based
capital ratio for the Bank was 14.08% with a leverage ratio of 9.20%. The
dividend payout ratio for the first six months of 2003 was 43.86% based upon a
quarterly dividend of $.25 per share. The book value of the stock at June 30,
2003 was $24.02, with a traded market value of $32.71 per share.

During the first half of
2003, 146,772 shares of common stock were issued through stock options
exercises. The average issue price was $27.00 per share. The stock options
exercised were from a plan that was assumed in the 1999 Community Federal
Bancorp acquisition. The Company repurchased 77,354 shares in the open market
during the first quarter at an average cost of $32.14 per share and repurchased
45,000 shares in the second quarter at an average cost of $34.85 per share. The
Company received Board approval to accelerate its repurchase program to allow
for the repurchase of 240,000 shares during the period of March, 2003 through
February, 2004. As of June 30, 2003, 122,354 shares had been repurchased at an
average cost of $33.14 per share.

Responsibility for managing
the Companys program for controlling and monitoring interest rate 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 June 30, 2003, 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 with the
next 12 months, the Company is positioned for more assets to mature and reprice
than it has in liabilities maturing and repricing.

# -20-

---

# FIRST M & F CORPORATION

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 adequacy of the reserve
for loan losses is monitored quarterly with provision accruals approved by the
Board. Reserve 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 reserve as a percentage of loans at June 30, 2003
is comparable to other peer banks.

The following table shows
non-performing loans and other assets of the Company.

`June 30,     December 31,     June 30,
                                        2003           2002           2002
                                      --------     ------------     --------
(Amounts in Thousands)
Nonaccrual loans                      $ 2,663        $ 1,583        $ 2,016
90 Day past due loans                   1,808          2,170          1,376
                                      -------        -------        -------
  Total non-performing loans            4,471          3,753          3,392
Other real estate                       1,116            950          1,095
                                      -------        -------        -------
  Total non-performing assets         $ 5,587        $ 4,703        $ 4,487
                                      -------        -------        -------
                                      -------        -------        -------

Non-performing loans to loans             .61%           .55%           .52%
Non-performing assets to assets           .53%           .45%           .44%
                                      -------        -------        -------
                                      -------        -------        -------`

# -21-

---

# FIRST M & F CORPORATION

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 Company. 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 June 30, 2003 the institution
was in a positive repricing gap position of approximately 12.53% 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
interest rates of 100 basis points will result in a 5 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
30 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 30 basis points with an immediate and sustained decrease
in interest rates of 100 basis points.

The Company has off balance
sheet risks to the extent that it has made lending or investment purchase
commitments. Total outstanding and unused loan commitments at June 30, 2003,
were $106.059 million with $37.146 million of those commitments maturing in over
one (1) year. The Company monitors these commitments with respect to credit
quality as well as funding-related risks.

# -22-

---

# FIRST M & F CORPORATION

The term disclosure
controls and procedures (defined in SEC Rule 13a-14(c)) refers to the
controls and other procedures of a company that are designed to ensure that
information required to be disclosed by a company in the reports that it files
under the Securities Exchange Act of 1934 (the Exchange Act) is
recorded, processed, summarized and reported within required time periods.
Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed by a company in the reports that it files or submits under the
Exchange Act is accumulated and communicated to the companys management,
including its principal executive officer and principal financial officer, as
appropriate to allow timely decisions regarding required disclosure. The
Companys Chief Executive Officer and Chief Financial Officer have
evaluated the effectiveness of the Companys disclosure controls and
procedures as of June 30, 2003 (the Evaluation Date), and they
have concluded that, as of the Evaluation Date, such controls and procedures
were effective.

# -23-

---

# FIRST M & F CORPORATION

# PART II:  OTHER INFORMATION

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.

Some of the Companys
subsidiaries are subject to similar cases that seek substantial damages for
claims arising out of transactions that involve relative 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.

The number of these
lawsuits filed against some of the Companys subsidiaries increased during
2001 and 2002. Similarly, the number of plaintiffs participating in these
lawsuits has increased significantly. Management has no reason to know whether
these trends will continue. It is not possible to determine with any certainty
at this point in time the potential exposure related to damages in connection
with these suits. Future legislation and court decisions may limit the amount of
damages that can be recovered in legal proceedings. However, management cannot
predict at this time whether such legislation and court decisions will occur or
the effect they may have on cases involving our subsidiaries.

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.

The annual
stockholders meeting was held on April 9, 2003. The stockholders elected
five directors to serve a term of three years as summarized below:

`Directors Elected                    Votes For               Votes Withheld
 -----------------                    ---------               --------------

Fred A. Bell, Jr.                     3,310,342                     313
Charles T. England                    3,310,342                     313
Susan P. McCaffery                    3,310,341                     314
James I. Tims                         3,310,342                     313
Edward G. Woodard                     3,310,342                     313`

# -24-

---

# FIRST M & F CORPORATION

# PART II:  OTHER INFORMATION

There were 4,631,778 shares
entitled to vote on the proposals, with 3,310,655 shares, or 71.48% actually
being voted.

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

Item 6(a) - Exhibits
  Exhibit 3(i) - 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(ii) - 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 99.1 - Chief  Executive  Officer  Certification  Under Section  906 of
    Sarbanes-Oxley Act of 2002.

  Exhibit 99.2 - Chief Financial  Officer  Certification  Under Section  906 of
    Sarbanes-Oxley Act of 2002.

Item 6(b) - Reports on Form 8-K
  The following reports on Form 8-K were filed during the quarter ended June 30,
    2003:

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

  (2) Current report on Form 8-K dated May 12, 2003 and filed May 13, 2003.  Item
      5, press release related to First M & F Corporation addressing investors
      attending the Sterne Agee and Leach Bank Symposium on May 7, 2003.`

# -25-

---

`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 12, 2003                     ____________________________________
                                           Hugh S. Potts, Jr.
                                           Chairman and Chief Executive Officer



DATE:  August 12, 2003                     ____________________________________
                                           Robert C. Thompson, III
                                           Executive Vice President and
                                             Chief Financial Officer`

# -26-

---

`FIRST M & F CORPORATION


CERTIFICATIONS

I, Hugh S. Potts, Jr., Chairman and Chief Executive Officer certify that:

1. I have reviewed this quarterly report on Form 10-Q of First M & F Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
   report;

3. Based on my knowledge, the financial statements, and other financial information
   included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing
   and maintaining disclosure controls and procedures (as defined in Exchange Act
   Rules 13a-14 and 15d-14) for the registrant and we have:

   A. designed such disclosure controls and procedures 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 quarterly report is being
      prepared;

   B. evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   C. presented in this quarterly report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee of
   registrant's board of directors (or persons performing the equivalent function):

   A. all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the registrant's
      auditors any material weaknesses in internal controls; and

   B. any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal controls;
      and

6. The registrant's other certifying officers and I have indicated in this quarterly
   report whether or not there were significant changes in internal controls or in
   other factors that could significantly affect internal controls subsequent to the
   date of our most recent evaluation, including any corrective actions with regard
   to significant deficiencies and material weaknesses.


   Date:  August 12, 2003             ____________________________________
                                      Hugh S. Potts, Jr.
                                      Chairman and Chief Executive Officer`

# -27-

---

`FIRST M & F CORPORATION

CERTIFICATIONS

I, Robert C. Thompson, III, Executive Vice President and Chief Financial Officer
certify that:

1. I have reviewed this quarterly report on Form 10-Q of First M & F Corporation;

2. Based on my knowledge, this quarterly 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 quarterly
   report;

3. Based on my knowledge, the financial statements, and other financial information
   included in this quarterly 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 quarterly report;

4. The registrant's other certifying officers and I are responsible for establishing
   and maintaining disclosure controls and procedures (as defined in Exchange Act
   Rules 13a-14 and 15d-14) for the registrant and we have:

   A. designed such disclosure controls and procedures 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 quarterly report is being
      prepared;

   B. evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date"); and

   C. presented in this quarterly report our conclusions about the effectiveness of
      the disclosure controls and procedures based on our evaluation as of the
      Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
   most recent evaluation, to the registrant's auditors and the audit committee of
   registrant's board of directors (or persons performing the equivalent function):

   A. all significant deficiencies in the design or operation of internal controls
      which could adversely affect the registrant's ability to record, process,
      summarize and report financial data and have identified for the registrant's
      auditors any material weaknesses in internal controls; and

   B. any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal controls;
      and

6. The registrant's other certifying officers and I have indicated in this quarterly
   report whether or not there were significant changes in internal controls or in
   other factors that could significantly affect internal controls subsequent to the
   date of our most recent evaluation, including any corrective actions with regard
   to significant deficiencies and material weaknesses.


   Date:  August 12, 2003             /s/ Robert C. Thompson, III
   ----------------------             ---------------------------
                                      Robert C. Thompson, III
                                      Executive Vice President and Chief Financial
                                        Officer`

# -28-

---

`FIRST M & F CORPORATION


                                   EXHIBIT INDEX


Exhibit 99.1 - Chief Executive Officer Certification Under Section 906 of Sarbanes-
 Oxley Act of 2002.

Exhibit 99.2 - Chief Financial Officer Certification Under Section 906 of Sarbanes-
 Oxley Act of 2002.`