`EXHIBIT 31.1


                                                         CERTIFICATION

I, Hugh S. Potts, Jr., certify that:

1.       I have reviewed this Annual Report on Form 10-K 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 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 U. S.
                  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 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 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:  March 8, 2006

                                            /s/ Hugh S. Potts, Jr.

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

`EXHIBIT 31.2

                                                   CERTIFICATION

I, John G. Copeland, certify that:

1.       I have reviewed this Annual Report on Form 10-K 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 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 U.S. 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 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
         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:  March 8, 2006

                                            /s/ John G. Copeland

                                            John G. Copeland
                                            EVP & Chief Financial Officer`