---

`Exhibit 31

                              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 report does not contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report,
     fairly present in all material respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
     disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
     the registrant and have:

     A.  Designed such disclosure controls and procedures, or caused such disclosure controls and
         procedures to be designed under our supervision, to ensure that material information relating to
         the registrant, including its consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this report is being prepared;

     B.  Designed such internal control over financial reporting, or caused such internal control over
         financial reporting to be designed under our supervision, to provide reasonable assurance regarding
         the reliability of financial reporting and the preparation of financial statements for external
         purposes in accordance with generally accepted accounting principles;

     C.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and
         presented in this report our conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on such evaluation; and

     D.  Disclosed in this report any change in the registrant's internal control over financial
         reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth
         fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
     internal control over financial reporting, to the registrant's auditors and the audit committee of the
     registrant's board of directors (or persons performing the equivalent functions):

     A.  All significant deficiencies and material weaknesses in the design or operation of internal
         control over financial reporting which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information; and

     B.  Any fraud, whether or not material, that involves management or other employees who have a
         significant role in the registrant's internal control over financial reporting.


   Date: November 13, 2003             /s/ Hugh S. Potts, Jr.
                                      ----------------------------------------
                                      Hugh S. Potts, Jr.
                                      Chairman and Chief Executive Officer`

# Page 1 of 2

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`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 report does not contain any untrue statement of a material fact or omit to state
     a material fact necessary to make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by this report;

3.   Based on my knowledge, the financial statements, and other financial information included in this report,
     fairly present in all material respects the financial condition, results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
     disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
     the registrant and have:

     A.  Designed such disclosure controls and procedures, or caused such disclosure controls and
         procedures to be designed under our supervision, to ensure that material information relating to
         the registrant, including its consolidated subsidiaries, is made known to us by others within those
         entities, particularly during the period in which this report is being prepared;

     B.  Designed such internal control over financial reporting, or caused such internal control over
         financial reporting to be designed under our supervision, to provide reasonable assurance regarding
         the reliability of financial reporting and the preparation of financial statements for external
         purposes in accordance with generally accepted accounting principles;

     C.  Evaluated the effectiveness of the registrant's disclosure controls and procedures and
         presented in this report our conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on such evaluation; and

     D.  Disclosed in this report any change in the registrant's internal control over financial
         reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth
         fiscal quarter in the case of an annual report) that has materially affected, or is reasonably
         likely to materially affect, the registrant's internal control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of
     internal control over financial reporting, to the registrant's auditors and the audit committee of the
     registrant's board of directors (or persons performing the equivalent functions):

     A.  All significant deficiencies and material weaknesses in the design or operation of internal
         control over financial reporting which are reasonably likely to adversely affect the registrant's
         ability to record, process, summarize and report financial information; and

     B.  Any fraud, whether or not material, that involves management or other employees who have a
         significant role in the registrant's internal control over financial reporting.


   Date: November 13, 2003             /s/ Robert C. Thompson, III
                                      -------------------------------------------
                                      Robert C. Thompson, III
                                      Executive Vice President and Chief Financial
                                        Officer`

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