U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-KSB


         /X/ Annual report under Section 13 or 15(d) of the Securities Exchange
         Act of 1934 (Fee required) For fiscal year ended December 31, 1996

         /_/ Transition report under Section 13 or 15(d) of the Securities
         Exchange Act of 1934 (No fee required) For the transition period from
         ____________  to   _____________

                         Commission file number: 0-25440

                           M & M FINANCIAL CORPORATION
                 (Name of Small Business Issuer in Its Charter)

           South Carolina                                57-0771433
 (State or Other Jurisdiction of                      (I.R.S. Employer
 Incorporation or Organization)                      Identification No.)

                307 N. Main Street
             Marion, South Carolina                           29571
   (Address of Principal Executive Offices)                 (Zip Code)

                                 (803) 431-1000
                (Issuer's Telephone Number, Including Area Code)

 Securities registered under Section 12(g) of the Exchange Act:
                         Common Shares (Title of Class)

          Check whether the issuer:  (1) filed all reports  required to be filed
by Section 13 or 15(d) of the Securities  Exchange Act during the past 12 months
(or for such  shorter  period  that the  registrant  was  required  to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes X No

         Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. /X/

         State issuer's revenues for its most recent fiscal year.  $10,462,809

         State the aggregate market value of the voting stock held by
non-affiliates computed by reference to the price at which the stock was sold,
or the average bid and asked prices of such stock, as of a specified date within
the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange
Act.) $13,414,880 as of December 31, 1996

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 335,372 common shares as of
March 3, 1997


<PAGE>



                       DOCUMENTS INCORPORATED BY REFERENCE


The following documents are incorporated by reference to the parts indicated of
this Form 10-KSB:

         1.        Portions  of the Annual  Report to  Security  Holders for the
                   fiscal  year ended  December  31,  1996 are  incorporated  by
                   reference in Part II, Items 6 and 7; and

         2.        Portions  of the  Proxy  Statement  dated and to be mailed to
                   stockholders  of the  Company on April 4, 1997  ("1997  Proxy
                   Statement") are incorporated herein by reference in Part III,
                   Items 9, 10, 11, and 12.




<PAGE>



                                     PART I


Item 1.           Description of Business.

General. M&M Financial Corporation (formerly "Marion National Corporation"), a
registered bank holding company, was incorporated February 24, 1984 under the
laws of the State of South Carolina. The purpose for incorporation was to
acquire Marion National Bank (now "First National South") and to invest in other
bank related businesses. M&M Financial Corporation (the "Company" or
"Registrant") provides its customers with banking services through its
subsidiary, First National South (the "Bank"). The Company provides no active
services through its subsidiary Marion National Investment Corporation. The
Company owes 100% of the issued and outstanding stock of the Bank and Marion
National Investment Corporation.

Subsidiaries. The Bank was organized in 1911 as a national bank and acquired by
the Company through a bank holding company reorganization in 1984. As the
Company's principle subsidiary, the Bank accounted for 99.78% of total
consolidated assets as of December 31, 1996, and 97.63% of total net income for
1996. The Bank conducts its business from its main bank building on Main Street,
Marion, South Carolina, and its other offices at 402 South Main Street, Mullins,
South Carolina, 1207 East Godbold Street, Marion, South Carolina and offices in
Nichols, Myrtle Beach and Florence, South Carolina.

The Bank offers a full range of banking services to both businesses and
individuals in its market areas. These services include regular and interest
checking, money market, savings and time deposit accounts as well as personal
and business loans. The Bank also provides automated 24-hour banking for the
convenience of its customers.

Marion National Investment Corporation is a wholly-owned subsidiary of the
Company that operated as a non-banking subsidiary insurance agency until
September 1990. At that time, certain assets of Marion National Investment
Corporation were sold to four individuals for a purchase price payable over 10
years. Marion National Investment Corporation continues to exist as a
corporation to receive payments from the sale of its assets and to hold title to
and own its furniture, equipment and premises.

Employees. At March 3, 1997, the Company and the Bank employed 79 full-time
employees and 11 part-time employees. Neither the Company nor the Bank is a
party to a collective bargaining agreement, and they consider their relations
with employees to be good.

Competition and Market Area. The primary market areas of the Company and the
Bank are the cities of Marion and Mullins, South Carolina. Approximately 45.52%
of the Bank's total deposits come from the City of Marion and approximately
33.73% of its deposits come from the City of Mullins. The greater market area
for the Bank includes Marion County

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and various areas within Horry County, South Carolina, with a large part of that
volume concentrated in the eastern and northwestern portions of Horry County.

On December 31, 1996, the Bank had total deposits of $107,619,013 and total
assets of $133,614,156. As such, the Bank ranked as the largest financial
institution in Marion County, South Carolina. In the City of Marion, the
competition for the Bank includes Wachovia Bank of South Carolina, N.A. (a super
regional), First Citizens Bank & Trust Company of South Carolina and Pee Dee
Federal Savings and Loan Association. In the City of Mullins, the competition
for the Bank includes Anderson Brothers Bank, Carolina Bank & Trust Company, and
a branch of Pee Dee Federal Savings and Loan Association.

The Bank faces competition for deposits in its primary market areas from these
institutions as well as from other companies such as brokerage firms and
insurance companies. The larger financial institutions in the Bank's market area
have certain advantages over the Bank, including their ability to finance
extensive advertising campaigns and to allocate investment assets to regions of
highest yield and demand. In addition, by virtue of these institutions' greater
total capitalization, they have higher lending limits than the Bank. The City of
Mullins is an agricultural community whose livelihood is tied to farm products,
particularly tobacco. The City of Marion has an economy that is manufacturing
based.

Supervision and Regulation.

General. The Company is a bank holding company within the meaning of the Bank
Holding Company Act of 1956, as amended (the "Act"), and is registered with the
Board of Governors of the Federal Reserve System (the "Federal Reserve Board")
and the South Carolina State Board of Financial Institutions (the "State
Board"). The Company is required to file semi-annual reports with the Federal
Reserve Board and such additional information as that Board may require pursuant
to the Act, and to file annual reports with the State Board.

The Company also is subject to examination by the Federal Reserve Board and the
State Board and is required to obtain Federal Reserve Board and State Board
approval prior to acquiring, directly or indirectly, ownership or control of any
voting shares of a bank if, after such acquisition, it would own or control,
directly or indirectly, more than 5% of the voting stock of such bank, unless it
already owns a majority of the voting stock of such bank. Furthermore, a bank
holding company is, with limited exceptions, prohibited from acquiring direct or
indirect ownership or control of any voting stock of any company which is not a
bank or a bank holding company and must engage only in the business of banking
or managing and controlling banks or furnishing services to or performing
services for its subsidiary banks. One of the exceptions to this prohibition is
the ownership of shares of a company, the activities of which the Federal
Reserve Board has determined to be so closely related to banking or managing or
controlling banks as to be a proper incident thereto.


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Interstate Act. On September 29, 1994, President Clinton signed into law the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Interstate
Act"). The Interstate Act provides for nationwide interstate banking and
branching with certain limitations. The Interstate Act permits bank holding
companies to acquire banks without regard to state boundaries after September
29, 1995. The Federal Reserve may approve an interstate acquisition only if, as
a result of the acquisition, the bank holding company would control less than
10% of the total amount of insured deposits in the United States or 30% of the
deposits in the home state of the bank being acquired. The home state can waive
the 30% limit as long as there is no discrimination against out-of-state
institutions.

Pursuant to the Interstate Act, interstate branching will take effect on June 1,
1997, except under certain circumstances. Once a bank has established branches
in a host state (a state other than its headquarters state) through an
interstate merger transaction, the bank may establish and acquire additional
branches at any location in the host state where any bank involved in the
interstate merger transaction could have established or acquired branches under
applicable federal or state law. The Interstate Act further provides that
individual states may opt out of interstate branching. If a state does not opt
out of interstate branching prior to May 31, 1997, then a bank in that state may
merge with a bank in another state provided that neither of the states have
opted out. States may either enact laws opting out of interstate branching
before June 1, 1997 or permit interstate merger transactions earlier than June
1, 1997 by statute at their option. A state also may impose conditions on any
interstate merger transaction that occurs before June 1, 1997 if the conditions
do not discriminate against out-of-state banks, are not preempted by federal
law, and do not apply or require performance after May 31, 1997.

Transactions with Affiliates. There are various legal restrictions on the extent
to which the Company and any future nonbank subsidiaries can borrow or otherwise
obtain credit from the Bank. There also are legal restrictions on the Bank's
purchase of or investments in the securities of and purchases of assets from the
Company and any of its future nonbank subsidiaries, a bank's loans or extensions
of credit to third parties collateralized by the securities or obligations of
the Company and any of its future nonbank subsidiaries, the issuance of
guaranties, acceptances and letters of credit on behalf of the Company and any
of its future nonbank subsidiaries, and certain bank transactions with the
Company and any of its future nonbank subsidiaries, or with respect to which the
Company and nonbank subsidiaries, act as agent, participate or have a financial
interest. Subject to certain limited exceptions, the Bank may not extend credit
to the Company or to any other affiliate in an amount which exceeds 10% of the
Bank's capital stock and surplus and may not extend credit in the aggregate to
such affiliates in an amount which exceeds 20% of its capital stock and surplus.
Further, there are legal requirements as to the type, amount and quality of
collateral which must secure such extensions of credit transactions between the
Bank and the Company or such other affiliates, and such transactions must be on
terms and under circumstances, including credit standards, that are
substantially the same or at least as favorable to the Bank as those prevailing
at the time for comparable transactions with non-affiliated companies. Also, the
Company and its subsidiaries are prohibited from engaging

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in certain tie-in arrangements in connection with any extension of credit, lease
or sale of property or furnishing of services.

Capital Adequacy. The federal banking agencies have adopted risk-based capital
guidelines for banks and bank holding companies. The minimum guideline for the
ratio of total capital ("Total Capital") to risk-weighted assets (including
certain off-balance-sheet items, such as standby letters of credit) is 8%. The
minimum ratio of Tier I Capital must be composed of common stock, minority
interests in the equity accounts of consolidated subsidiaries, noncumulative
perpetual preferred stock and a limited amount of cumulative perpetual preferred
stock, less goodwill and certain other intangible assets ("Tier I Capital"). The
remainder may consist of subordinated debt, other preferred stock and a limited
amount of loan loss reserves.

In addition, the federal banking agencies have established minimum leverage
ratio guidelines for banks and bank holding companies. Their guidelines provide
for a minimum ratio of Tier I Capital to average assets, less goodwill and
certain other intangible assets (the "Leverage Ratio"), of 3% for banks that
meet certain specific criteria, including having the highest regulatory rating.
All other banks generally are required to maintain a Leverage Ratio of at least
3%, plus an additional cushion of 100 to 200 basis points. The guidelines also
provide that banks experiencing internal growth or making acquisitions will be
expected to maintain a strong capital position substantially above the minimum
supervisory levels without significant reliance on intangible assets.
Furthermore, the Federal Reserve Board has indicated that it will consider a
"Tangible Tier I Capital Leverage Ratio" (deducting all intangibles) and other
indicia of capital strength in evaluating proposals for expansion or new
activities.

Failure to meet capital guidelines could subject a bank to a variety of
enforcement remedies,including the termination of deposit insurance by the FDIC,
and to certain restrictions on its business. All the federal banking agencies
have proposed regulations that would add an additional risk-based capital
requirement based upon the amount of an institution's exposure to interest rate
risk. In addition, bank regulators continue to indicate their desire generally
to raise capital requirements applicable to banking organizations beyond their
current levels.

Holding Company Structure and Support of the Bank. Because the Company is the
parent holding company of the Bank, its right to participate in the assets of
any subsidiary upon the latter's liquidation or reorganization will be subject
to the prior claims of the subsidiary's creditors (including depositors in the
case of bank subsidiaries) except to the extent that the Bank may itself be a
creditor with recognized claims against the subsidiary.

Under the Federal Reserve policy, the Company is expected to act as a source of
financial strength to, and commit resources to support, the Bank. This support
may be required at times when, absent such Federal Reserve policy, the Company
may not be inclined to provide it. In addition, any capital loans by a bank
holding company to any of its subsidiary banks are subordinate in right of
payment to deposits and to certain other indebtedness of such subsidiary bank.
In the event of a bank holding company's bankruptcy, any

                                                         4

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commitment by the bank holding company to a federal bank regulatory agency to
maintain the capital of a subsidiary bank will be assumed by the bankruptcy
trustee and entitled to a priority of payment.

Under the Federal Deposit Insurance Act (the "FDIA"), a depository institution
insured by the FDIC can be held liable for any loss incurred by, or reasonably
expected to be incurred by, the FDIC after August 9, 1989 in connection with (i)
the default of a commonly- controlled FDIC-insured depository institution or
(ii) any assistance provided by the FDIC to any commonly-controlled FDIC-insured
depository institution "in danger of default." "Default" is defined generally as
the appointment of a conservator or receiver and "in danger of default" is
defined generally as the existence of certain conditions indicating that a
default is likely to occur in the absence of regulatory assistance. The FDIC's
claim for damages is superior to claims of depositors, secured creditors and
holders of subordinated debt (other than affiliates) of the commonly-controlled
insured depository institution. The Bank is subject to these cross-guarantee
provisions; however, the Company has no present plans to have any bank
subsidiaries other than the Bank.

FDICIA. The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") which was enacted on December 19, 1991, substantially revised the
depository institution regulatory and funding provisions of the FDIA and made
revisions to several other federal banking statutes. Among other things, FDICIA
requires the federal banking regulators to take "prompt corrective action" in
respect of FDIC-insured depository institutions that do not meet minimum capital
requirements. FDICIA established five capital tiers: "well capitalized,"
"adequately capitalized," "undercapitalized," "significantly undercapitalized"
and "critically undercapitalized." Under applicable regulations, a FDIC- insured
depository institution is defined to be well capitalized if it maintains a
Leverage Ratio of at least 5%, a risk adjusted Tier I Capital Ratio of at least
6% and a Total Capital Ratio of at least 10% and is not subject to a directive,
order or written agreement to meet and maintain specific capital levels. An
insured depository institution is defined to be adequately capitalized if it
meets all of its minimum capital requirements as described above. In addition,
an insured depository institution will be considered undercapitalized if it
fails to meet any minimum required measure, significantly undercapitalized if it
is significantly below any such measure, and critically undercapitalized if it
fails to maintain a level of tangible equity equal to not less than 2% of total
assets. An insured depository institution may be deemed to be in a
capitalization category that is lower than is indicated by its actual capital
position if it receives an unsatisfactory examination rating.

The capital-based prompt corrective action provisions of FDICIA and their
implementing regulations apply to FDIC-insured depository institutions and are
not directly applicable to holding companies which control such institution.
However, the Federal Reserve has indicated that, in regulating bank holding
companies, it will take appropriate action at the holding company level based on
an assessment of the effectiveness of supervisory actions imposed upon
subsidiary depository institutions pursuant to such provisions and regulations.


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FDICIA generally prohibits an FDIC-insured depository institution from making
any capital distribution (including payment of dividends) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions are
subject to restrictions on borrowing from the Federal Reserve. In addition,
undercapitalized depository institutions are subject to growth limitations and
are required to submit capital restoration plans. A depository institution's
holding company must guarantee the capital plan, up to an amount equal to the
lesser of 5% of the depository institution's assets at the time it becomes
undercapitalized or the amount of the capital deficiency when the institution
fails to comply with the plan. The federal banking agencies may not accept a
capital plan without determining, among other things, that the plan is based on
realistic assumptions and is likely to succeed in restoring the depository
institution's capital. If a depository institution fails to submit an acceptable
plan, it is treated as if it is significantly undercapitalized.

Significantly undercapitalized depository institutions may be subject to a
number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks. Critically
undercapitalized depository institutions are subject to appointment of a
receiver or conservator.

FDICIA contains numerous other provisions, including new accounting, audit and
reporting requirements, termination of the "too big to fail" doctrine except in
special cases, limitations on the FDIC's payment of deposits at foreign
branches, new regulatory standards in such areas as asset quality, earnings and
compensation and revised regulatory standards for, among other things, powers of
state banks, real estate lending and capital adequacy. FDICIA also requires that
a depository institution provide 90 days prior notice of the closing of any
branches.

Various other legislation, including proposals to revise the bank regulatory
system and to limit the investments that a depository institution may make with
insured funds, is from time to time introduced in Congress.

FDIC Insurance Premiums. The Bank is required to pay semiannual FDIC deposit
insurance assessments. However, the FDIC has recently lowered assessment rates
in recognition of the fact that the Bank Insurance Fund has achieved its legally
mandated reserve ratio. Under the new rate structure, the most financially sound
banks have had their assessment lowered from 23 cents per $100 of insured
deposits to 4 cents per $100 of insured deposits. Each financial institution is
assigned to one of three capital groups -- well capitalized, adequately
capitalized or undercapitalized -- and further assigned to one of three
subgroups with a capital group, on the basis of supervisory evaluations by the
institution's primary federal and, if applicable, state supervisors and other
information relevant to the institution's financial condition and the risk posed
to the applicable FDIC deposit insurance fund. The actual assessment rate
applicable to a particular institution (and any applicable refund) will,
therefore, depend in part upon the risk assessment

                                                         6

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classification so assigned to the institution by the FDIC. The FDIC is
authorized by federal law to raise insurance premiums in certain circumstances.
Any increase in premiums would have an adverse effect on the Bank and the
Company's earnings. Under the FDIA, insurance of deposits may be terminated by
the FDIC upon a finding that the institution has engaged in unsafe and unsound
practices, is in an unsafe or unsound condition to continue operations or has
violated any applicable law, regulation, rule, order or condition imposed by a
federal bank regulatory agency.

Payment of Dividends. The Company is a legal entity separate and distinct from
the Bank. The principal source of cash flow of the Company, including cash flow
to pay dividends on its stock or principal and interest on debt, if any, is
dividends from the Bank. There are statutory and regulatory limitations on the
payment of dividends by the Bank to the Company, as well as by the Company to
its shareholders. Stockholders of the Company's common stock are entitled to
receive dividends as and when declared by the Company's Board of Directors out
of funds legally available therefore under the laws of the State of South
Carolina. The Company's ability to pay dividends is dependent on the amount of
dividends paid by the Bank and any other subsidiary to the Company.

The Company cannot predict what other legislation might be enacted or what other
regulations might be adopted, or if enacted or adopted, the affect thereof on
the Company and/or the Bank.

Sources and Availability of Funds. The resources essential to the business of
the Company and its subsidiary, the Bank, consist primarily of funds derived
from deposits. The Company's banking subsidiary uses these funds to make loans
and to fund its investment portfolio. The availability of such funds is
primarily dependent upon the economic policies of the government, the economy in
general and the general credit market for loans.

Monetary Policy and Economic Controls. The earnings of the Company's subsidiary
bank, and therefore, to a large extent the earnings of the Company, are affected
by the policies of regulatory authorities, including the Federal Reserve System.
An important function of the Federal Reserve System is to regulate the national
supply of bank credit in order to combat recession and curb inflation. Among the
instruments used to attain these objectives are open market operations in U. S.
Government securities and changes in the reserve requirements applicable to
member bank deposits. These instruments are used in varying combinations to
influence overall growth and distribution of bank loans, investments and
deposits, and their use also may affect interest rates charged on loans or paid
for deposits.

Dependence Upon Single Customer or Group of Customers.  Neither the  Company nor
the Bank is dependent upon a single customer or a group of a few customers.





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Item 2.           Description of Property

The main office of the Bank, which also serves as the principle office of the
Company, is located at 307 N. Main Street, Marion, South Carolina. The main
office is an approximately 15,000 square foot, two-story brick building that is
owned by the Bank.

The Bank also operates a major office at 402 South Main Street, Mullins, South
Carolina in a building owned by the Bank. This two-story, brick building
contains approximately 7,840 square feet and was constructed in 1971.

The Bank has four other branches, including a branch located at 1207 East
Godbold Street in Marion and branches in Nichols, Myrtle Beach and Florence,
South Carolina. All four of these branch buildings are owned by the Bank and are
located in one-story, brick buildings.

The Bank also owns a building in Marion which is utilized for the operations
center of the Bank.


Item 3.           Legal Proceedings.

The nature of the Company's business and that of the Bank generates a certain
amount of litigation involving matters arising in the ordinary course of
business. In the opinion of management of the Company, none of the legal
proceedings currently pending or threatened to which the Company or its
subsidiary Bank is a party or of which any of their properties is subject, is
reasonably likely to have any material adverse effect on the business or
financial condition of the Company or the Bank.


Item 4.           Submission of Matters to a Vote of Security Holders.

No matters were submitted to a vote of security holders in the fourth quarter of
1996.


                                     PART II

Item 5.           Market for Common Equity and Related Stockholder Matters.

As of December 31, 1996, there were 703 holders of the Company's Common Stock.
Currently, there is no established trading market for the Company's Common
Stock. Based on information known to management of the Company, during the
period from March 1, 1996 until March 1, 1997, the Common Stock of the Company
has traded in the range of $38.00 to $40.00 per share.


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Holders of the Company's Common Stock are entitled to such dividends as may be
declared from time to time by the Board of Directors out of funds legally
available therefor. The Company paid cash dividends of $1.00 and $.90 per share
during 1996 and 1995, respectively. Any cash dividends paid by the Bank are paid
to the Company as the sole shareholder of the Bank.

No representations can be made as to if or when the Bank will pay cash dividends
in the future. The Company's ability to pay dividends to its shareholders
depends on the amount of dividends paid by the Bank to the Company. Although the
Company expects to pay cash dividends in the future comparable to the dividends
paid in the prior two years, as a result of the Company's dependence on the
Bank, and the present requirement that the Bank seek prior regulatory approval
for the payment of any dividend to the Company, management cannot represent with
certainty that the Company will pay dividends in the future or the amount of
such dividends, if any.

Item 6.           Management's Discussion and Analysis or Plan of Operation.

         The information appearing on pages 1 through 14 of Exhibit 13 as
excerpts from the Company's 1996 Annual Report to Shareholders of the Company is
incorporated herein by reference.

Item 7.           Financial Statements.

         The information appearing on pages F-1 through F-21 of Exhibit 13 as
excerpts from the Company's 1996 Annual Report to Shareholders of the Company is
incorporated herein by reference.

Item 8.           Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosures.

Not applicable.


                                    PART III

Item 9.           Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act.

Incorporated by reference to the Company's definitive Proxy Statement relating
to the 1997 Annual Meeting of Stockholders of the Company.





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Item 10.          Executive Compensation

Incorporated by reference to the Company's definitive Proxy Statement relating
to the 1997 Annual Meeting of Stockholders of the Company.


Item 11.     Security Ownership of Certain Beneficial Owners and Management.

Incorporated by reference to the Company's definitive Proxy Statement relating
to the 1997 Annual Meeting of Stockholders of the Company.


Item 12.          Certain Relationships and Related Transactions.

Incorporated by reference to the Company's definitive Proxy Statement relating
to the 1997 Annual Meeting of Stockholders of the Company.


Item 13.          Exhibits and Report on Form 8-K.

   (a)
         3     (i)   Articles of Incorporation, as amended*
               (ii)  Bylaws, as amended*
         10    (a)   Marion National Bank 401(k) Plan Summary*
               (b)   Marion National Bank Pension Plan Summary*
               (c)   Executive Employment Agreement with George H. Hardwick*
         13          Portions of 1996 Annual Report to Stockholders for year
                     ended December 31, 1996
         21          Subsidiaries of the Registrant
   (b)               No reports were filed on Form 8-K
------------
* Incorporated herein by reference to exhibits filed with Form S-4 Registration
  Statement under the Securities Act of 1933, Registration No. 33-75344.



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                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                    M & M FINANCIAL CORPORATION

Date: 3/25/97                       By:  /s/
                                             Chester A. Duke
                                             Chairman, President and
                                             Chief Executive Officer

Date: 3/25/97                       By:  /s/
                                             Marion E. Freeman
                                             Assistant President
                                             (Chief Financial Officer)

In accordance with the Exchange Act, this report has been signed by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
Name                          Position                                     Date
<S>                          <C>                                           <C>

/s/
Chester A. Duke              Chairman, President, Director                 3/25/97
                            (Chief Executive Officer)

/s/
Charles B. McElveen          Director                                      3/25/97


/s/
J.M. McLendon                Director                                      3/25/97


/s/
Bruce Seigal                 Director                                      3/25/97


/s/
Nancy B. Williams             Director                                     3/25/97
</TABLE>
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                                  EXHIBIT INDEX


Exhibit                    Exhibit Title

  3(i)        Articles of Incorporation, as amended*
   (ii)       Bylaws, as amended*
 10(a)        Marion National Bank 401(k) Plan Summary*
   (b)        Marion National Bank Pension Plan Summary*
   (c)        Executive Employment Agreement with George H. Hardwick*
 13           Portions of 1996 Annual Report to Stockholders for year ended
              December 31, 1996
 21           Subsidiaries of the Registrant
 23           Consent of Tourville, Simpson & Henderson, Certified Public 
              Accountants

------------
* Incorporated herein by reference to exhibits filed with Form S-4 Registration
  Statement under the Securities Act of 1933, Registration No. 33-75344.




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