`UNITED STATES
                                         SECURITIES AND EXCHANGE COMMISSION
                                               WASHINGTON, D.C. 20549

                                                      FORM 10-K/A

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                                     For the fiscal year ended December 31, 2004

                                                         or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

                               For the transition period from _________ to __________

Commission file number 000-09424

                                                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 Identification Number)
         Incorporation or Organization)

 134 West Washington Street, Kosciusko, Mississippi                                       39090
---------------------------------------------------------------           --------------------------------------------------------
       (Address of principal executive offices)                                                      (Zip Code)

Registrant's Telephone Number:               662-289-5121
                                   ------------------------------------------

                                Securities registered under Section 12(b) of the Act:

                  None                                                                          None
-----------------------------------------------------------------               --------------------------------------------------
             (Title of Each Class)                                               (Name of Each Exchange on Which Registered)


                             Securities registered pursuant to section 12(g) of the Act:

         Common Stock, $5 par value                                                             None
-----------------------------------------------------------------               --------------------------------------------------
             (Title of Each Class)                                               (Name of Each Exchange on Which Registered)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter periods 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 [  ]


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not 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-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 2b-2 of the Act).

         YES [X]   NO [  ]

Based on closing sale price for shares on June 30, 2004,  the aggregate  market value of the voting stock held by
nonaffiliates of the Registrant was $102,245,699.

Based on closing sale price for shares on June 30, 2003, the aggregate  market value of the voting stock held by
nonaffiliates of the Registrant was $111,851,747.

Indicate the number of shares outstanding of each of the Registrant's classes of common stock, as of the latest
practicable date.

             Title of Class                                         Outstanding at January 31, 2005
             --------------                                         -------------------------------
      Common stock ($5.00 par value)                                        4,501,159 Shares


EXPLANATORY NOTE:  First M&F hereby amends its Annual Report on Form 10-K for the year ended December 31, 2004
                   to include the amended Auditor's Consent, attached hereto as Exhibit 23.`

---

`EXHIBIT 23




Consent of Independent Registered Public Accounting Firm


We consent to the  incorporation by reference in the Registration  Statements (No.  333-46590 and No. 333-76615) on Form S-8 and the
Registration  Statement  (No.  333-76611) on Form S-3D of First M & F Corporation  of our reports dated January 27, 2005 relating to
the  consolidated  financial  statements of First M & F Corporation and  management's  assessment of the  effectiveness  of internal
control over financial  reporting and the  effectiveness  of internal  control over  financial  reporting of First M & F Corporation
included in this annual report (Form 10-K) for the year ended December 31, 2004.



/s/  Shearer, Taylor & Co., P.A.

Ridgeland, Mississippi
March 15, 2005





                                                    SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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


BY:      /s/ Hugh S. Potts, Jr.                                        BY:      /s/ John G. Copeland
         ----------------------------                                          -----------------------------------
         Hugh S. Potts, Jr.                                                     John G. Copeland
         Chairman of the Board and                                              EVP & Chief Financial Officer
         Chief Executive Officer`