`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, 2002              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

               221 East Washington Street, Kosciusko, Mississippi
               ---------------------------------------------------
                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, 2002
            -----                              -----------------------------

Common stock ($5.00 par value)                       4,614,784 shares`

# Page 1 of 21

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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                        5-6
             Consolidated Statements of Comprehensive Income            7
             Consolidated Statements of Stockholders' Equity            8
             Consolidated Statements of Cash Flows                   9-10
             Notes to Consolidated Financial Statements             11-12
             Independent Accountants' Review Report                    13

  Item 2 - Management's Discussion and Analysis of
             Financial Condition and Results of Operations          14-17

  Item 3 - Quantitative and Qualitative Disclosures About
              Market Risk                                              18


PART II:  OTHER INFORMATION
  Item 1 - Legal Proceedings                                           19
  Item 2 - Changes in Securities                                       19
  Item 3 - Defaults upon Senior Securities                             19
  Item 4 - Submission of Matters to a Vote of Security
             Holders                                                   19
  Item 5 - Other Information                                           19
  Item 6 - Exhibits and Reports on Form 8-K                            19
  Exhibit 11 - Computation of Earnings Per Share                       20

SIGNATURE                                                              21`

# -2-

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# PART I:
FINANCIAL INFORMATION

# Item 1 -
Financial Statements

# -3-

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`FIRST M & F CORPORATION AND SUBSIDIARY

                       Consolidated Statements of Condition
                         (In Thousand, Except Share Data)

                                                    (Unaudited)
                                                     March 31,      December 31,
                   Assets                              2002             2001 (1)
                   ------                           -----------     ------------

Cash and due from banks                             $    25,728     $    40,945
Interest bearing bank balances                            8,505           3,088
Federal funds sold                                       14,500           2,600
Securities available for sale (amortized
  cost of $265,288 and $247,456)                        267,200         250,436

Loans                                                   657,550         661,282
  Allowance for loan losses                              (9,063)         (8,426)
                                                      ---------       ---------
          Net loans                                     648,487         652,856
                                                      ---------       ---------

Bank premises and equipment                              21,413          21,651
Accrued interest receivable                               7,714           7,863
Other real estate                                         1,268           1,077
Intangible assets                                        16,967          17,000
Other assets                                             22,115          20,793
                                                      ---------       ---------

                                                    $ 1,033,897     $ 1,018,309
                                                      =========       =========


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

Liabilities:
  Deposits:
    Non-interest bearing                            $   107,379     $   108,745
    Interest bearing                                    724,213         707,872
                                                      ---------       ---------
          Total deposits                                831,592         816,617
                                                      ---------       ---------

  Federal funds and repurchase agreements                20,707          16,458
  Other borrowings                                       72,274          73,635
  Accrued interest payable                                2,681           2,960
  Other liabilities                                       5,132           7,719
                                                      ---------       ---------
          Total liabilities                             932,386         917,389
                                                      ---------       ---------

Noncontrolling joint venture interest                       956             857
                                                      ---------       ---------

Stockholders' equity:
  Common stock of $5.00 par value.  15,000,000
    shares authorized; 4,614,784 shares issued
    and outstanding                                      23,074          23,074
  Additional paid-in capital                             33,876          33,876
  Retained earnings                                      43,116          41,960
Accumulated other comprehensive income                      489           1,153
                                                      ---------       ---------
          Net stockholders' equity                      100,555         100,063
                                                      ---------       ---------

                                                    $ 1,033,897     $ 1,018,309
                                                      =========       =========



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 March 31,
                                                     ----------------------------
                                                       2002             2001
                                                       ----             ----

Interest income:
  Interest and fees on loans                         $ 12,336        $ 14,032
  Taxable investments                                   2,543           3,099
  Tax exempt investments                                  682             675
  Federal funds sold                                       76             273
  Interest bearing bank balances                           42             147
                                                       ------          ------
          Total interest income                        15,679          18,226
                                                       ------          ------

Interest expense:
  Deposits                                              5,634           8,768
  Short-term borrowings                                   172             152
  Other borrowings                                        813           1,575
                                                       ------          ------
          Total interest expense                        6,619          10,495
                                                       ------          ------

          Net interest income                           9,060           7,731
Provision for loan losses                               1,200             900
                                                       ------          ------
          Net interest income after provision
            for loan losses                             7,860           6,831
                                                       ------          ------

Non interest income:
  Service charges on deposits                           1,696           1,677
  Mortgage banking income                                 252             194
  Agency commission income                                770             730
  Other fee income                                        217             238
  Gains on AFS investments                                  1             313
  Other income                                            337             564
                                                       ------          ------
          Total non interest income                     3,273           3,716
                                                       ------          ------






















                                                                    (Continued)
                                                                    -----------`

# -5-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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



                                                     Three Months Ended March 31,
                                                     ----------------------------
                                                       2002             2001
                                                       ----             ----

Non interest expenses:
  Salaries and employee benefits                       $4,355          $3,984
  Net occupancy expense                                   497             465
  Equipment and data processing expenses                  902             903
  Intangible asset amortization                            33             343
  Other expenses                                        2,141           2,042
                                                       ------          ------
          Total non interest expenses                   7,928           7,737
                                                       ------          ------

          Income before income taxes                    3,205           2,810
Income taxes                                              896             870
                                                       ------          ------

          Net income                                  $ 2,309         $ 1,940
                                                       ======          ======


Earnings per share
Basic                                                 $  0.50         $  0.42
Diluted                                                  0.50            0.42
                                                       ======          ======
































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 Comprehensive Income
                        (In Thousands, Except Share Data)
                                   (Unaudited)


                                                   Three Months Ended March 31,
                                                   ----------------------------
                                                      2002           2001
                                                      ----           ----

Net income                                          $ 2,309        $ 1,940
                                                      -----          -----

Other comprehensive income:
  Unrealized gains (losses) on securities:
    Unrealized holding gains (losses), net of
      taxes of $394 and $783                          (663)          1,317
    Plus (minus) reclassification adjustment
      for (gains) losses included in net income,
      net of taxes of $0 and $117                       (1)           (196)
                                                     -----           -----
          Other comprehensive income                  (664)          1,121
                                                     -----           -----

          Total comprehensive income               $ 1,645         $ 3,061
                                                     =====           =====





































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


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

January 1, 2001          $ 23,074       $ 33,876      $ 39,422       $   571        $ 96,943

Net income                      -              -         1,940             -           1,940

Cash dividends ($.25
  per share)                    -              -        (1,154)            -          (1,154)

Net change                      -              -             -         1,121           1,121
                           ------         ------        ------         -----          ------

March 31, 2001           $ 23,074       $ 33,876      $ 40,208       $ 1,692        $ 98,850
                           ======         ======        ======         =====          ======



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

Net income                      -              -         2,309             -           2,309

Cash dividends ($.25
per share)                      -              -        (1,153)            -          (1,153)

Net change                      -              -             -          (664)           (664)
                           ------         ------        ------         -----         -------

March 31, 2002           $ 23,074       $ 33,876      $ 43,116       $   489       $ 100,555
                           ======         ======        ======         =====         =======
























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

# -8-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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


                                                      Three Months Ended March 31,
                                                      ----------------------------
                                                          2002            2001
                                                          ----            ----

Cash flows from operating activities:
  Net income                                             $2,309          $1,940
  Adjustments to reconcile net income to cash
    provided by operating activities:
    Depreciation and amortization                           501             782
    Provision for loan losses                             1,200             900
    Net investment amortization                             179              68
    Gain on AFS investments                                  (1)           (313)
    Deferred income taxes                                  (439)            162
    (Increase) decrease in:
      Accrued interest receivable                           148             561
      Cash surrender value of bank owned life
        insurance                                          (162)           (171)
    Increase (decrease) in:
      Accrued interest payable                             (279)            127
      Income taxes payable                               (3,054)              -
    Other, net                                             (730)            469
                                                         ------          ------

          Net cash provided by (used in) operating
            activities                                     (328)          4,525
                                                         ------          ------

Cash flows from investing activities:
  Purchases of securities available for sale            (41,493)        (16,568)
  Sales of securities available for sale                    500          11,794
  Maturities of securities available for sale            23,887          26,494
  Net (increase) decrease in:
    Interest bearing bank balances                       (5,417)         20,432
    Federal funds sold                                  (11,900)        (36,600)
    Loans                                                 2,855         (10,227)
    Bank premises and equipment                            (227)         (1,242)
  Proceeds from sales of other real estate and
    other repossessed assets                                251             329
  Net cash paid for current year acquisitions                 -             (60)
  Net cash paid related to prior year acquisitions           (1)            (15)
                                                         ------          ------

          Net cash used in investing activities         (31,545)         (5,663)
                                                         ------          ------













                                                                    (Continued)
                                                                    -----------`

# -9-

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`FIRST M & F CORPORATION AND SUBSIDIARY

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


                                                      Three Months Ended March 31,
                                                      ----------------------------
                                                          2002            2001
                                                          ----            ----

Cash flows from financing activities:
  Net increase (decrease) in:
    Non-interest bearing deposits                      $ (1,366)       $ 12,917
    Interest bearing deposits                            16,341          12,646
    Securities sold under agreements to
      repurchase and other short-term borrowings          4,249          (9,560)
  Repayments of other borrowings                         (1,414)        (13,595)
  Cash dividends                                         (1,154)         (1,154)
                                                         ------          ------

          Net cash provided by financing
            activities                                   16,656           1,254
                                                         ------          ------

          Net increase (decrease) in cash and
            due from banks                              (15,217)            116

Cash and due from banks at January 1                     40,945          31,484
                                                         ------          ------

Cash and due from banks at March 31                    $ 25,728        $ 31,600
                                                         ======          ======































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

# -10-

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# FIRST M
& F CORPORATION AND SUBSIDIARY

# Notes to
Consolidated Financial Statements

## 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. 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, 2001.

## Note 2:
Statements of Cash Flows

During the three months ended March 31, 2002 and 2001, the Company had the
following payments:

`2002            2001
                                                    ----            ----

      Interest                                    $ 6,899        $ 10,368
      Income taxes                                  4,332              20
                                                    =====          ======`

## Note
3:Accounting Changes

In July, 2001, the
Financial Accounting Standards Board issued Statement of Financial
Accounting Standards (SFAS) 141, Business Combinations, and SFAS
142, Goodwill and Other Intangible Assets. These statements
make significant changes to the accounting for business combinations,
goodwill and other intangible assets. SFAS 141, which replaces APB
Opinion 16, eliminates the pooling-of-interests method of accounting for
business combinations initiated after June 30, 2001. In addition, it
establishes criteria for recognition of indefinite lived intangible
assets separately from goodwill. SFAS 141 is effective for business
combinations completed after June 30, 2001, and will impact future
acquisitions by the Company.

`(Continued)
                                                                 -----------`

# -11-

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# FIRST M
& F CORPORATION AND SUBSIDIARY

# Notes to
Consolidated Financial Statements

## Note
3:(Continued)

With the adoption of
SFAS 142, goodwill and indefinite lived intangible assets are no longer
amortized. Instead they are reviewed for impairment at least annually or
when certain indicators are encountered to determine if they should be
written down with an accompanying charge to earnings. At March 31, 2002, the
Company had no indefinite lived intangible assets other than goodwill.
Intangible assets, such as core deposit intangibles and customer renewal
lists, with a determinable useful life will continue to be amortized
over their respective useful lives. The Company has adopted SFAS 142
effective on January 1, 2002. The non-amortization provisions were
effective immediately for goodwill.

The transition
impairment test was performed on the goodwill that resides in two
components of the Company. Those two components were Community Banking and
Insurance Agency Operations. The net worth of both components was
calculated from the cash flows of the operations using no growth
assumptions and market discount rates prevalent for community banking
and insurance agency entities. The market values of both components were
higher than their book values. Therefore, no impairment charge was
necessary. The full effect of adopting SFAS 142 is expected to result in
an increase in net income of approximately $1.2 million or $.26 per
share in 2002. The following table summarizes the effect of the
application of SFAS 142 on current earnings as compared to last years
earnings.

`March 31,   December 31,   March 31,
                                              2002          2001         2001
                                            ---------   ------------   --------

Goodwill                                    $ 16,348     $ 16,348      $ 17,247
Core deposit intangibles                         141          162           251
Renewal list intangibles                         478          490           530
                                              ------       ------        ------

    Total intangible assets                 $ 16,967     $ 17,000      $ 18,028
                                              ======       ======        ======


                                                        Year to Date
                                            ------------------------------------
                                            March 31,   December 31,   March 31,
                                              2002          2001         2001
                                            ---------   ------------   --------

Net income, as reported                      $ 2,309      $ 7,153       $ 1,940
Goodwill amortization                              -        1,199           300
                                               -----        -----         -----

    Adjusted net income                      $ 2,309      $ 8,352       $ 2,240
                                               =====        =====         =====


Earnings per share as reported                 $ .50       $ 1.55         $ .42
Adjusted earnings per share                      .50         1.81           .49
                                                 ===         ====           ===`

# -12-

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# Independent
Accountants Review Report

## The Board of
DirectorsFirst M & F CorporationKosciusko, Mississippi

We have reviewed the
accompanying consolidated statement of condition of First M & F Corporation
and subsidiary as of March 31, 2002, and the related consolidated statements of
income, comprehensive income, stockholders equity and cash flows for the
three-month periods ended March 31, 2002 and 2001. 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, 2001, 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 8, 2002, 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, 2001 is
fairly stated, in all material respects, in relation to the consolidated
statement of condition from which it has been derived.

## Ridgeland,
MississippiMay 8, 2002

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# FIRST M
& F CORPORATION

## Item 2: Managements Discussion and Analysis of
Financial Condition and Results of Operations

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 reserve 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.

## Financial
Summary

Net income for the first
three months of 2002 was $2.309 million, or $.50 per basic and diluted share as
compared to $1.940 million, or $.42 per basic and diluted share for the same
period in 2001. The increase in earnings per share was due primarily to a higher
net interest margin in the first quarter of 2002 than in 2001. The net interest
margin for the first quarter of 2002 was 4.02% as compared to 3.56% for the same
period in 2001. The efficiency ratio for 2002 improved to 62.08% from 65.10% in
the first quarter of 2001. Annualized non-interest revenues were at 1.26% of
average assets for 2002 as compared to 1.47% in 2001. Annualized non-interest
expenses were 3.05% of average assets compared to 3.07% in 2001. Return on
assets for the first quarter of 2002 was .89%, while the return on equity was
8.90%. Return on assets for the first quarter of 2001 was .77%, while the return
on equity was 7.90%.

## Net Interest
Income

Net interest income for
the first three months of 2002 was $9.060 million as compared to $7.731 million
for the same period in 2001. Earning asset yields were 6.82% in 2002 as compared
to 8.13% in 2001. However, funding costs decreased to 3.23% in 2002 from 5.14%
in 2001. Average earning assets were $945.612 million in the first quarter of
2002 as compared to $917.978 million in the same period of 2001. Average loans
as a percentage of earning assets were 68.74% in 2002 as compared to 69.02% in
2001. Average interest bearing liabilities were $820.174 million in the first
quarter of 2002 as compared to $817.254 million in the same period in 2001.
Average non-interest bearing deposits were $106.132 million in the first quarter
of 2002 as compared to $86.193 million for the same period in 2001.

## Provision for
Loan Losses

The provision for loan losses
for the first three months of 2002 was $1.200 million as compared to $900
thousand for the first three months of 2001. This increase was due to an
increase in accruals starting in May, 2001 to cover a single customer loan loss
of approximately $2,000,000. The allowance for loan losses as a percentage of
loans was 1.27% at December 31, 2001 and 1.38% at March 31, 2002. Nonaccrual
loans and 90 days past due accruing loans as a percentage of loans outstanding
was .44% at March 31, 2002 as compared to .57% at December 31, 2001 and .37% at
March 31, 2001. Annualized net charge-offs as a percentage of average loans were
..34% for the first three months of 2002 as compared to .69% for the year ended
December 31, 2001.

# -14-

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# FIRST M
& F CORPORATION

## Non Interest
Income

Non-interest income,
excluding securities transactions, for the first three months of 2002 was $3.273
million as compared to $3.716 million in 2001. The decrease was primarily
attributable to a decrease in the profit sharing revenues of the insurance
agencies from $244 thousand in 2001 to $16 thousand in 2002. The decreased
company profit sharing was due to claims from significant storm damage that
occurred in 2001. Commission revenues in the agencies were up by 5.37% in 2002
as compared to 2001. Mortgage banking revenues were up by 29.92% from 2001 to
2002, due primarily to the favorable interest rate environment.

The Company also had
approximately $300,000 in securities gains in 2001 brought about from the
selling of certain mortgage-backed securities and reinvesting the proceeds in
securities to be used as collateral to borrow $10,000,000 through a repurchase
arrangement. The proceeds were used to pay down FHLB borrowings in 2001, and
subsequently reduced the Companys cost of borrowing.

## Non Interest
Expense

Non interest expenses increased
by 2.46% in the first three months of 2002 as compared to the same period in
2001. Salary and benefit expenses were up due primarily to increased benefit
plan expenses. The number of full-time equivalent employees in the Company was
404 at March 31, 2002 as compared to 418 at December 31, 2001 and 422 at March
31, 2001. Intangible expense amortization was down by $310 thousand from March
31, 2001 due to the elimination of goodwill amortization. Annualized
non-interest expenses as a percentage of average assets were 3.05% for the first
quarter of 2002 as compared to 3.18% for the year 2001 and 3.07% for the first
quarter of 2001. The Companys efficiency ratio was 62.08% for the first
quarter of 2002 as compared to 66.15% for the year 2001 and 65.10% for the first
quarter 2001.

The following table reflects the components of other non-interest expenses (in
thousands):

`March 31,       March 31,
                                                        2002            2001
                                                      ---------       ---------

Telecommunications                                     $   188         $   197
Postage and shipping                                       153             167
Supplies                                                   159             172
Marketing and advertising                                  147             146
Foreclosed property                                         64              50
Goodwill amortization                                        -             300
Other intangible amortization                               33              43
Other expenses                                           1,430           1,310
                                                         -----           -----

                                                       $ 2,174         $ 2,385
                                                         =====           =====`

# -15-

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# FIRST M
& F CORPORATION

## Income Taxes

Income taxes for the
first quarter of 2002 were $26 thousand higher than in the same period 2001. The
effective tax rate for the first quarter of 2002 was 27.95% as compared to
30.96% in the first quarter of 2001. The primary difference in the effective
rates is due to the higher amount of non-deductible interest in 2001 related to
the funding of tax-exempt investments.

## Assets and
Liabilities

Assets were up by 1.53%
from December 31, 2001 and up by .82% from March 31, 2001. Loans fell by .56% in
the first three months of 2002 and grew by 2.36% from March 31, 2001.
Investments grew by 6.69% in the first three months of 2002, funded primarily by
deposit growth. Loan demand was weak during 2001 and continued to remain soft
into 2002. Loans as a percentage of assets were 63.60% at March 31, 2002 as
compared to 64.94% at December 31, 2001 and 62.65% at March 31, 2001.

Deposits grew by 1.83%
in the first three months of 2002 and by 2.18% from March 31, 2001. NOW and
money market deposits grew by $41.597 million in the first quarter of 2002, with
much of this growth occurring in municipal deposit accounts. Certificates of
deposit decreased by almost $30 million in the first quarter, due primarily to
the low interest rate environment. Municipal deposits, dominated by tax
receipts, should move back out by the end of June. Other NOW and money market
deposits will probably remain at current levels until higher interest rates make
reinvestment more attractive.

## Equity

The Companys
regulatory capital ratios at March 31, 2002, 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                                                        $ 84,054
  Tier 2 capital                                                           8,496
                                                                          ------

      Total risk-based capital                                          $ 92,550
                                                                          ======


  Risk weighted assets                                                 $ 676,461
                                                                         =======


  Total risk-based capital ratio                                           13.68%
                                                                           =====


  Leverage ratio                                                            8.22%
                                                                            ====`

The total risk-based
capital ratio for the Bank was 14.71% with a leverage ratio of 8.86%. The
dividend payout ratio for the first three months of 2002 was 50.00% based upon a
quarterly dividend of $.25 per share. The book value of the stock at March 31,
2002 was $21.79, with a traded market value of $23.50 per share.

# -16-

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# FIRST M
& F CORPORATION

## Interest Rate
Risk and Liquidity Management

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 weekly reviews and analysis of asset and liability repricing
opportunities, market conditions and expectations for the economy. Cash flow
analyses are also used to project short-term interest rate risks and liquidity
risks. Management believes, at March 31, 2002, 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 neutral gap position for assets and liabilities repricing within
the next year.

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.

## Credit Risk
Management

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
allowance for loan loss is monitored quarterly with provision accruals approved
by the Board. Allowance adequacy is dependent on loan classifications by
external examiners as well as by internal loan review personnel, past due loans,
loan growth and loss history. The allowance as a percentage of loans at March
31, 2002 is comparable to other peer banks.

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

`March 31,    December 31,     March 31,
                                        2002           2001           2001
                                      ---------    ------------     ---------

(Amounts in Thousands)
Nonaccrual loans                       $ 1,406        $ 1,825        $ 1,712
90 Day past due loans                    1,514          1,958            662
                                         -----          -----          -----
Total non-performing loans               2,920          3,783          2,374
Other real estate                        1,268          1,077          1,226
                                         -----          -----          -----

Total non-performing assets            $ 4,188        $ 4,860        $ 3,600
                                         =====          =====          =====


Non-performing loans to loans              .44%           .57%           .37%
Non-performing assets to assets            .41%           .48%           .35%
                                           ===            ===            ===`

# -17-

---

# FIRST M
& F CORPORATION

## Item 3 -
Quantitative and Qualitative Disclosures About Market Risk

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 March 31, 2002 the institution
was in a positive repricing gap position of approximately 1.31% of assets.

Interest rate shock
analysis shows that the Company will experience a 3 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 2 basis point increase in
the 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
80 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 60 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 March 31,
2002, were $83.543 million with $30.858 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.

# -18-

---

# FIRST M
& F CORPORATION

# PART II:
OTHER INFORMATION

## Item 1 - Legal
Proceedings

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 the Companys subsidiaries increased during
2001 and the first quarter of 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.

## Item 2 -
Changes in Securities

## None

## Item 3 - Defaults
Upon Senior Securities

## None

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

## None

## Item 5 - Other
Information

## None

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

## Exhibit 11 -
Statement of computation of earnings per share

# -19-

---

# FIRST M
& F CORPORATION

## Exhibit 11 -
Computation of Earnings Per Share

`Three Months Ended March 31,
                                                    ---------------------------
                                                       2002             2001
                                                       ----             ----

Net income                                         $ 2,309,448      $ 1,940,030
                                                     =========        =========


Weighted average shares outstanding                  4,614,784        4,614,784
Add dilutive effect of outstanding options                   -                -
                                                     ---------        ---------

        Adjusted diluted shares outstanding          4,614,784        4,614,784
                                                     =========        =========


Earnings per share:
  Basic                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   $ .50           $ .42
Diluted                                                    .50              .42
                                                           ===              ===`

# -20-

---

# 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 14, 2002                        /s/ Hugh S. Potts, Jr.
                                           ------------------------------------
                                           Hugh S. Potts, Jr.
                                           Chairman and Chief Executive Officer



DATE:  May 14, 2002                        /s/ Robert C. Thompson, III
                                           ------------------------------------
                                           Robert C. Thompson, III
                                           Executive Vice President and
                                           Chief Financial Officer`

# -21-