UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                    WASHINGTON, D. C.   20549
                            FORM 10-K


(X)  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED
DECEMBER 31, 1996
or
(  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934                             

                 Commission file number  0-09424


                     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    
    incorporation of organization)      Identification Number)             

221 East Washington Street, Kosciusko, Mississippi      39090
(Address of principal executive offices)               (Zip Code)

Registrants telephone number, including area code: (601-289-5121)
Securities registered pursuant to section 12(g) of the Act: None

     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.  Yes             No   X

     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 if 1934 during the preceding 12 months
(or for such shorted 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  (   )


     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 
                                   March 4, 1997  
Common stock  ( $5.00 par value )  3,394,656  Shares        

     Based on bid price for shares on March 4, 1997,  the
aggregate market value of the voting stock held by nonaffiliates
of the Registrant was $61,787,600                           

               DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the following documents are incorporated by
reference to Part I, II, and III of the Form 10-K report:  (1)
Registrant's 1996 Annual Report to Shareholders (Parts I and II),
and (2) Proxy Statement dated March 19, 1997 for Registrant's
Annual Meeting of Shareholders to be held April 9, 1997  (Part
III).


<PAGE>


                     FIRST M & F CORPORATION
                            FORM 10-K
                              INDEX

     PART I                                       

     Item 1. Business                                   3
     Item 2. Properties                                13
     Item 3. Legal Proceedings                         13
     Item 4. Submission of Matters to a Vote of             
             Security Holders                          13

     Part II                                      
                                             
     Item 5. Market for the Registrant's Common Stock  
             and Related Stockholder Matters           13
     Item 6. Selected Financial Data                   13
     Item 7. Managements's Discussion and Analysis of       
             Financial Condition and Results of             
             Operations                                13
     Item 8. Financial Statements and Supplementary 
             Data                                      13
     Item 9. Changes in and Disagreements with 
             Accountants on Accounting and 
             Financial Disclosure                      13

     Part III                                     

     Item 10. Directors and Executive Officers of the  
              Registrant                               14
     Item 11. Executive Compensation                   14

     Item 12. Security Ownership of Certain 
              Beneficial Owners and Management         14
     Item 13. Certain Relationships and Related 
              Transactions                             14

     Part IV                                      

     Item 14. Exhibits, Financial Statement Schedules, 
              and Reports on Form 8-K                  15

     SIGNATURES                                        16-17

     EXHIBIT INDEX                                     18


<PAGE>


                     FIRST M & F CORPORATION                
                            FORM 10-K                       


                              PART I                        

ITEM 1.  BUSINESS                                 

GENERAL                                      

     First M & F Corporation (Company) is a one-bank holding
company chartered and organized under Mississippi laws in 1979. 
The company engages exclusively in the banking business through
its wholly-owned subsidiary, Merchants and Farmers Bank of
Kosciusko (The Bank).                                       

     The Bank was chartered and organized under the laws of the
State of Mississippi in 1890, and accounts for substantially all
of the total assets and revenues of the Company.  The Bank is the
ninth largest bank in the state, having total assets of
approximately $524 million at December 31, 1996.  The Bank offers
a complete range of commercial and consumer services through its
main office and two branches in Kosciusko and its branches in
fourteen other markets within central Mississippi.  These markets
include Ackerman, Bruce, Brandon, Canton, Durant, Lena, Madison,
Oxford, Pearl, Philidelphia, Puckett, Ridgeland, Starkville,
Grenada and Weir, Mississippi.                              

     The Bank has three wholly-owned subsidiary operations, M & F
Financial Services, Inc., which operates four finance company
operations;  First M & F Insurance Company, Inc., a credit life
insurance company; and, Merchants and Farmers Bank Securities
Corporation, a real estate property management company.     

     The Company 's primary means of growth over the past several
years has been an aggressive lending program funded by
exceptional deposit growth.  Additionally, the Company acquired
the deposits of several locations from the Resolution Trust
Corporation in 1994.  Effective with the close of business on
December 31, 1995, the Company also merged with Farmers and
Merchants Bank of Bruce, Mississippi.  This merger involved the
exchange of 450,000 shares of the Company's common stock for all
of the issued and outstanding shares of Farmers and Merchant's
Bank and has been accounted for as a pooling of interests. 
Farmers and Merchants had total assets at December 31, 1995 of
$32 million.

     The banking system offers a variety of deposit, investment
and credit products to customers.  The Bank provides these
services to middle market and professional businesses, ranging
from payroll checking, business checking, corporate savings and
secured and unsecured lines of credit.  Additional services
include direct deposit payroll, sweep accounts and letters of
credit.  The Bank also offers credit card services to its
customers, to include check debit cards and automated teller
machine cards through several networks.  Trust services are also
offered in the Kosciusko main office.                       

     As of January 31, 1997, the Company and its subsidiary
employed 240 full-time equivalent employees 

COMPETITION                                       

     The Company competes generally with other banking
institutions, savings associations, credit unions, mortgage
banking firms, consumer finance companies, mutual funds,
insurance companies, securities brokerage firms, and other
finance related institutions, many of which have greater
resources than those available to the Company. The competition is
primarily related to areas of interest rates, the availability
and quality of services and products, and the pricing of those
services and products.                                      

SUPERVISION AND REGULATION                                  

     The Company is a registered bank holding company under the
Bank Holding Act of 1956, as amended.  As such, the Company is
required to file an annual report and such other information as
the Board of Governors of the Federal Reserve System may require.
The Bank Holding Company Act generally prohibits the Company from
engaging in activities other than banking or managing or
controlling banks or other permissible subsidiaries or from
acquiring or obtaining direct or indirect control of any company
engaged in activities not closely related to banking. The Board
of Governors has by regulation determined that a number of
activities are closely related to banking within the meaning of
the Act.  In addition, the Company is subject to regulation by
the State of Mississippi under its laws of incorporation. 

     The Bank is subject to various requirements of federal and
state banking authorities including the Federal Deposit Insurance
Corporation (FDIC) and the Mississippi Department of Banking. 
Areas subject to regulation include loans, reserves, investments,
establishment of branches, loans to directors, executive officers
and their related interests, relationships with correspondent
banks, consumer  and depositor protection, and others.  In
addition, state banks such as the Bank are subject to state
approval of the amount of earnings that may be paid as dividends
to shareholders.                                  

     In December 1991, the Federal Deposit Insurance Corporation
Improvement Act of 1991 (FDICIA) was inacted.  This  Act
substantially revised the funding provisions of the Federal
Deposit Insurance Act and required regulators to take prompt
corrective action whenever financial institutions failed to meet
minimum capital requirements.  Also the Act created restrictions
on capital distributions that would leave a depository
institution undercapitalized. 

     In May 1993, the FDIC adopted the final rule implementing
Section 112 of FDICIA. This regulation and new requirements
mandated new audit and reporting procedures, as well as required
certain documentation on existing internal controls. This
regulation became effective for fiscal years ending after
December 31, 1992.                                     

EXECUTIVE OFFICERS OF THE REGISTRANT                        

     The executive officers of the Registrant including their
positions with the Registrant, their ages and their principal
occupations for the last five years are as follows:         

     Hugh S. Potts, Jr., 51, Director, Chairman of the Board and
     Chief Executive Officer, First M & F Corporation and
     Merchants and Farmers Bank, since 1994.  Vice Chairman,
     First M & F Corporation, prior to 1994.                                    

     Scott M. Wiggers, 52, Director, President, First M & F
     Corporation and Merchants and Farmers Bank of Kosciusko,
     since 1990.                                  


STATISTICAL DISCLOSURES                                     

     The statistical disclosures for the Company are contained in
Tables 1 through 12.                                   

<PAGE>



                     FIRST M & F CORPORATION
                     STATISTICAL DISCLOSURES


TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES

The table below shows the average balances for all assets and
liabilities for the Company at each year-end for the past three
years, the interest income or expense associated with these
assets and liabilities and the computed yields or rates for each







<TABLE>
<CAPTION>



                                             DECEMBER 31,                                                          
------------------------------------------------------------------------------------------------------------------------
                         1996                          1995                          1994                     
                         ----                          ----                          ----
               AVERAGE             YIELD/    AVERAGE             YIELD/    AVERAGE             YIELD/              
               BALANCE   INTEREST  RATE      BALANCE   INTEREST  RATE      BALANCE   INTEREST  RATE                
------------------------------------------------------------------------------------------------------------------------
<S>            <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

Average assets                                                                  
Federal funds 
  sold         $ 12,839  $   685   5.34%     $  9,846  $   596   6.05%     $  6,813  $   279   4.10%               
Loans, net      317,013   31,346   9.89%      275,422   27,310   9.92%      230,693   20,907   9.06%               
Bank balances     3,934      205   5.21%        2,790      165   5.91%        2,376       82   3.45%               
Taxable 
 securities     120,356    7,394   6.14%      121,291    7,300   6.02%      122,003    6,983   5.72%               
Tax-exempt 
 securities      38,324    2,988   7.80%       40,472    3,221   7.96%       37,191    3,009   8.09%               
               ------------------------------------------------------------------------------------------
Total interest 
 earning        492,466   42,618   8.65%      449,821   38,592   8.58%      399,076   31,260   7.83%               
Noninterest 
 assets          34,535                        30,800                        30,774                           
               ------------------------------------------------------------------------------------------
Total average 
 assets        $527,001  $42,618   8.09%     $480,621  $38,592   8.03%     $429,850  $31,260   7.27%               
               ==========================================================================================
Liabilities 
 and capital                                                                    
DDA and 
 savings       $175,383  $ 6,140   3.50%     $144,970  $ 4,578   3.16%     $144,942  $ 3,772   2.60%               
Time deposits   220,038   12,082   5.49%      191,290   10,186   5.32%      160,288    6,985   4.36%               
Short-term 
 funds           19,330      965   4.99%       45,850    2,551   5.56%       36,213    1,448   4.00%               
FHLB advances     5,937      354   5.96%        3,482      195   5.60%        4,868      259   5.32%               
               -------------------------------------------------------------------------------------------
Total interest 
 bearing        420,688   19,541   4.65%      385,592   17,510   4.54%      346,311   12,464   3.60%               
Noninterest 
 bearing                                                                   
 and capital    106,313                        95,029                        83,539                           
               -------------------------------------------------------------------------------------------

Total average                                               
 Liabilities 
 and capital   $527,001  $19,541   3.71%     $480,621  $17,510   3.64%     $429,850  $12,464   2.90%
               ===========================================================================================
Net interest 
 margin                  $23,077   4.69%               $21,082   4.69%               $18,796   4.71%               
Less tax 
 equiv adj                                                                      
  Investments              1,016                         1,095                         1,023                       
  Loans                      106                            80                            80                       
               ------------------------------------------------------------------------------------------
Net interest 
 margin                                                                    
  Per annual 
   report                $21,955                       $19,907                       $17,693                       
               ==========================================================================================
</TABLE>

Nonaccruing loans have been included in the average loan balances
and interest collected prior to these loans being placed on
nonaccrual has been included in interest income.  Yield and rates
have been calculated on a fully tax equivalent basis using a tax
rate of 34% for all years.


TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS

The Volume and Yield/Rate Table shown below reflects the change
from year to year for each component of the tax equivalent net
interest margin classified into those occurring as a result of
changes in volume and those resulting from yield/rate changes.
(Tax Equivalent Basis - $ in thousands)


<TABLE>
<CAPTION>

                                        1996 COMPARED TO 1995              1995 COMPARED TO 1994              
                                        INCREASE (DECREASE) DUE TO:        INCREASE (DECREASE) DUE TO:        
                                        ------------------------------------------------------------------------
                                             YIELD/                             YIELD/                             
                                        ------------------------------------------------------------------------
                                        VOLUME    RATE      NET            VOLUME    RATE      NET                 
                                        ------------------------------------------------------------------------
<S>                                     <C>       <C>       <C>           <C>        <C>       <C>

Interest earned on:                                                                  
Fed funds sold                          $  181    ($ 92)    $   89         $  124    $  193    $  317              
Loans, net                               4,124    (  88)    $4,036          4,064     2,323    $6,387              
Bank balances                               68    (  28)    $   40             15        70    $   85              
Taxable securities                      (   56)     157     $  101         (   41)      358    $  317              
Tax-exempt securities                   (  171)   (  62)    ($ 233)           265    (   53)   $  212              
                                        ------------------------------------------------------------------------
     Total interest-earning assets       4,146    ( 113)    $4,033          4,427     2,891    $7,318              
                                                                      
Interest paid on:                                                                    
Demand deposits and savings                960      602     $1,562              2       806    $  808              
Time deposits                            1,531      365     $1,896          1,351     1,850    $3,201              
Short-term funds                        (1,476)   ( 103)   ($1,579)           385       718    $1,103              
FHLB advances                              138       21     $  159         (   74)       10   ($   64)             
                                        -----------------------------------------------------------------------
   Total interest-bearing liabilities    1,153      885     $2,038          1,664     3,384    $5,048              
                                        -----------------------------------------------------------------------
     Change in net income on a                                                                 
        tax equivalent basis            $2,993   ($ 998)    $1,995         $2,763   ($  493)   $2,270              
                                        =======================================================================
</TABLE>
                                                                      
Tax-exempt income has been adjusted to a tax equivalent basis
using a tax rate of 34%.  The balances of nonaccrual loans and
related income recognized have been included for purposes of
these computations.


TABLE 3 - SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO
MATURITY

The table below indicates amortized cost or carrying value of
securities available for sale and those held to maturity by type
at year-end for each of the last three years ($ in thousands).

                                   December 31,             
                              ------------------------------
                              1996      1995      1994      
                              ------------------------------

Securities available for sale                               
------------------------------
U.S. Treasury                 $21,682   $ 38,440  $25,991   
Government agencies           $15,922   $ 39,028  $12,455   
Obligations of states 
 and political subdivisions    18,230     24,331   14,551   
Other securities               30,610     26,391   21,202   
                              -----------------------------
Total securities available 
 for sale                     $86,444   $128,190  $74,199   
                              =============================

                                   December 31,             
                              -----------------------------
                              1996      1995      1994      
                              -----------------------------
Securities held to maturity                                 
----------------------------
U.S. Treasury                 $ 1,050   $ 1,051   $13,010   
Government agencies            13,980    14,152   $12,268   
Obligations of states and 
 political subdivisions        24,235    18,321    27,402   
Other securities               17,888    19,290    26,352   
                              ----------------------------
Total securities held to 
 maturity                     $57,153   $52,814   $79,032   
                              =============================




TABLE 4 - MATURITY DISTRIBUTION AND YIELDS OF SECURITIES
AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY

The following table details the maturities and weighted average
yield for each range of maturities of securities December 31,
1996 (tax equivalent yield - $ in thousands).



<TABLE>


                                                       After One                After Five   
                                                       But Within               But Within           After     
                              One Year       Yield     Five Years     Yield     Ten Years    Yield  Ten Years  Yield

                              ---------------------------------------------------------------------------------------
<S>                           <C>            <C>       <C>            <C>       <C>          <C>    <C>        <C>               

Securities available for sale                                                                
------------------------------
U.S. Treasury                 $ 4,658        6.03%     $17,024        5.85%     
Government agencies                                     14,422        6.36%     $ 1,500      7.28%   
Obligations of states and                                                                    
 political subsdivisions        3,777        7.41%       7,980        7.93%       6,387      8.68%      86     13.64%
Other securities                1,713        7.01%      17,542        6.73%       2,679      6.82%   8,676      6.36%
                              ---------------------------------------------------------------------------------------
     Total                    $10,148        5.95%     $56,968        6.14%     $10,566      8.91%  $8,762      7.43%
                              =======================================================================================

Securities held to maturity                                                                  
-----------------------------
U.S. Treasury                                          $ 1,050        6.00%                         
Government agencies           $ 1,199        7.91%      11,781        6.73%     $ 1,000      7.30%             
Obligations of states and                                                                    
 political subdivisions         1,897        6.91%      10,401        6.81%      10,760      7.51%    1,177     8.35%
Other securities                  136        7.72%       2,310        6.34%       8,525      6.08%    6,917     6.02%
                              ---------------------------------------------------------------------------------------
     Total                    $ 3,232        6.23%     $25,542        6.13%     $20,285      7.27%  $ 8,094     7.60%
                              =======================================================================================

</TABLE>








At December 31, 1996 the Company did not hold any securities of
any issuer with a carrying value exceeding ten percent of total
stockholders' equity.




TABLE 5 - COMPOSITION OF THE LOAN PORTFOLIO

The table below shows the carrying value of the loan portfolio at
the end of each of the last five years ($ in thousands).

                                             December 31,             
                              --------------------------------------------
                              1996       1995       1994     1993    1992
                              --------------------------------------------
Commercial, financial 
 and agricultural           $113,909    $94,906   $89,316   $75,685 $69,069
Real estate-construction      26,356     27,194    18,749     8,328   5,996
Real estate-mortgage         106,198     85,497    77,568    67,092  56,246
Consumer loans                98,638     84,134    76,174    56,950  45,078
Lease financing                  137        271       247       492     571
                            -----------------------------------------------
                            $345,238   $292,002  $262,054 $208,547 $176,960
                            ===============================================

TABLE 6 - LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST
RATES

The table below shows the amounts of loans in several categories
at December 31, 1996, along with the scheduled repayments of
principal in the periods indicated ($ in thousands).

                                        Maturing  
                              -------------------------------------------
                                             One Year
                              Within         Through   After
                              One Year       Five      Five           
                              Or Less        Years     Years     Total
                              -------------------------------------------
Commercial and real estate    $172,645       $ 61,259  $12,697   $246,601
Installment loans to 
 individuals                    18,657         76,049    3,931    $98,637
                              -------------------------------------------
                              $191,302       $137,308  $16,628   $345,238
                              ===========================================

The following table shows all loans due after one year according
to their sensitivity to changes in interest rates ($ in
thousands)



                                   Maturing                 
                              ------------------------------
                              One Year                      
                              Though    After               
                              Five      Five                
                              Year      Years     Total     
                              ------------------------------
Above loans due after one 
 year which have:
  Predetermined interest 
   rates                      $124,717  $28,932   $153,649  
  Floating interest rates          287        0   $    287  
                              ------------------------------
     Total                    $125,004  $28,932   $153,936  
                              ==============================



TABLE 7 - NONPERFORMING ASSETS AND PAST DUE LOANS           

The table below shows the Company's nonperforming assets and past
due loans at the end of each of the last five years ($ in
thousands)
                              December 31,   
                         ---------------------------------------
                         1996      1995     1994    1993    1992
                         ---------------------------------------
Loans accounted for on 
 a nonaccrual basis      $206      $84       $253   $ 519   $ 730
Restructured loans          0        0          0       0       0
                         ---------------------------------------
 Total nonperforming 
   loans                  206       84        253     519     730

Other real estate owned   724      148        869   1,061   1,076
                         ----------------------------------------
 Total nonperforming 
  assets                  930      232      1,122   1,580   1,806

Accruing loans past due 
 90 days or more          968      707        394     788     482
                         ----------------------------------------
 Total nonperforming 
  assets and loans     $1,898  $   939    $ 1,516  $2,368  $2,288
                         ========================================

Interest which would have been accrued on nonaccrual loans had
they been in compliance with their original terms and conditions
is immaterial.

At December 31, 1996, the Company did not have any concentration
of loans greater than ten percent of total loans except those
shown in Table 5.


It is the Company's policy that interest not be accrued on any
loan for which payment in full of interest and principal is not
expected, on any loan which is seriously delinquent unless the
obligation is both well secured and in the process of collection,
or on any loan that is maintained on a cash basis.  At December
31, 1996, the Company has no loans about which Management has
serious doubts as to their collectibility other than those
disclosed above.         




TABLE 8 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES         

The table below summarizes the Company's loan loss experience for
each of the last five years ($ in thousands).               

                                   Year Ended December 31,
                              ---------------------------------------------
                              1996      1995      1994      1993      1992
                              ---------------------------------------------
Amount of loan loss reserve 
 at beginning of period       $ 4,250   $ 3,374   $ 2,866   $ 2,451 $2,131
Loans charged off                                                     
 Commercial, financial and 
  agricultural                   (235)     (117)      (22)      (95)  (205)
 Real estate                     (174)      (53)     (124)     (391)  (572)
 Consumer                        (738)     (707)     (478)     (458)  (421)
                              ---------------------------------------------
     Total                     (1,147)     (877)     (624)     (944)(1,198)

Recoveries                                                            
 Commercial, financial and 
  agricultural                      8        14        12        31     38
 Real estate                       14       106        40        44     33
 Consumer                         129       124       198       214    173
                              ---------------------------------------------
     Total                        151       244       250       289    244

Net charge offs                  (996)     (633)     (374)     (655)  (954)

Provision for loan losses 
 charged to expense             1,221     1,509       882     1,070  1,274
                              ---------------------------------------------
Amount of loan loss reserve 
 at end of period             $4,475    $4,250    $3,374    $2,866   $2,451
                              =============================================

The allowance for loan losses is established through a provision
charged to expense.  Loans are charged against the allowance when
Management believes that the collection of the principal is
unlikely.


The allowance for loan losses is maintained at a level which
Management and the Board of Directors believe to be adequate to
absorb estimated losses inherent in the loan portfolio, and is
reviewed quarterly using specific criteria required by regulatory
authority as well as various analytical devices which
incorporates historical loss experience, trends, and current
economic conditions.                                        




TABLE 9 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES       

The table below is a summary of the allocation categories used by
the Company for its allowance for loan loss at December 31, 1996. 
These allocations are determined by internal formulas based upon
an analysis of the various types of risk associated with the loan
portfolio ($ in thousands).                                 


          Allocation for pools of                 
             risk-rated loans                $3,965         
          Additional allocation for                         
             risk-rated consumer loans          200         
          Discretionary                         310         
                                             --------
                                             $4,475         
                                             ========
The Company maintains the allowance at a level considered by
Management and the Board of Directors to be sufficient to absorb
potential losses.  Loss percentages were uniformly applied to the
various pools of risk that exist within the loan portfolio based
upon accepted analysis procedures and current economic
conditions.  Additional allocations were made for particular
areas based upon recommendations of lending and asset review
personnel.

The remaining $310,000 is discretionary and serves as added
protection in the event that any of the above specific components
are determined to be inadequate. Due to the imprecision in most
estimates, Management continues to take a prudent, yet
conservative approach to the evaluation of the adequacy of the
allowance.                                                  




TABLE 10 - TIME DEPOSITS OF $100,000 OR MORE                

The table below  shows maturities of outstanding time deposits of
$100,000 or more at December 31, 1996. ($ in thousands)     


                                   Certificates             
                                   of deposits              
                                   -------------

Three months or less               $17,144                  
Over three months through 
 six months                          5,833                  
Over six months through twelve 
 months                             14,424                  
Over twelve months                  10,825                  
                                   ---------
          Total                    $48,226                  
                                   =========



TABLE 11 - SELECTED RATIOS                                  

The following table reflects ratios for the Company for the last
three years.                                                

                              1996      1995      1994      
                              ----------------------------
Return on average assets       1.40%     1.32%     1.15%    
Return on average equity      15.80%    15.79%    14.43%    
Dividend payout ratio         34.44%    32.37%    31.47%    
Equity to assets ratio         8.87%     8.35%     7.94%    



TABLE 12 - SHORT-TERM BORROWING                             

The table below presents certain information regarding the
Company's short-term borrowing for each of the last three years
($ in thousands).                                           

                              1996      1995      1994      
                              ----------------------------
Outstanding at end of period  $    70   $48,294   $44,822   
Maximum outstanding at 
 any month-end during the 
 period                        51,236    58,482    48,082   
Average outstanding during 
 the period                    19,576    46,785    36,213   
Interest paid                     939     2,551     1,448   
Weighted average rate 
 during each period              4.80%     5.45%     4.00%  

<PAGE>




ITEM 2.   PROPERTIES                                        

     The Bank's main office, located at 221 East Jefferson
Street, Kosciusko, Mississippi, is a two story, brick building
with drive-up facilities.  The Bank owns its main office building
and nineteen of its branch facilities.  The remaining facilities
are occupied under lease agreements, terms of which range from
month to month to five years.  It is anticipated that all leases
will be renewed.                                            

ITEM 3.   LEGAL PROCEEDING                                  

     The Bank is involved in various legal matters and claims
which are being defended and handled in the ordinary course of
business.  None of these matters are expected, in the opinion of
Management, to have a material adverse effect on the financial
position or results of operations of the Bank or the Company.  

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters submitted to the Company's
shareholders during the fourth quarter of 1996.             

                         PART II                            

ITEM 5.   MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
          STOCKHOLDER MATTERS                               

     At March 4, 1997, there were 561 shareholders of record of
the Company's common stock.  Effective September 1, 1996, the
Company's common stock was listed with the National Association
of Securities Dealers, Inc. Automated Quotation National Market
System (NASDAQ) and became subject to trading and reporting over
the counter with most securities dealers.  Prior to the date of
registration with NASDAQ, the stock was traded on a limited basis
and no securities firm was acting as a market maker.  Other
information for this item can be found  in Note 17, "Dividends"
and the table captioned "Principal Markets and Prices of the
Company's Stock" included in the Registrant's 1996 Annual Report
to Shareholders and is incorporated herein by reference. (pages
29 and 34) 

ITEM 6.   SELECTED FINANCIAL DATA                           

     The information required by this item can be found in the
table captioned "Selected Financial Data" in the Registrant's
1996 Annual Report to Shareholders and is incorporated herein by
reference. (page 33)                                        




ITEM 7.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
          CONDITION AND RESULTS OF OPERATIONS               

     The information required by this item can be found in
"Management's Discussion and  Analysis of Financial Condition and
Results of Operations" included in the Registrant's 1996 Annual
Report to Shareholders and is incorporated herein by reference.
(pages 36-40)

ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA       

     The consolidated financial statements of the Registrant and
the accompanying notes to the financial statements along  with
the report of the independent public accountants are contained in
the  Registrant's 1996 Annual Report to Shareholders and are
incorporated herein by reference. (pages 11-32)             

ITEM 9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE               

     There has been no change in accountants within the two year
period ended December 31,1996.                              


                             PART III                       

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Information on the directors of the Registrant can be found
on pages 2 - 4, "Election of Directors," and page 5,  "Director
Compensation," contained in the Proxy Statement to shareholders
dated March 19, 1997, and is incorporated herein by reference. 
Information on the Registrants executive officers is included on
page 6, "Executive Compensation," in the Proxy Statement.   

ITEM 11.  EXECUTIVE COMPENSATION                            

     Information required by this item can be found on page 6,
"Executive Compensation," and page 7, "Director Compensation," of
the Proxy Statement dated March 19, 1997, and is incorporated
herein by reference.                                        

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
          MANAGEMENT                                        

     Information regarding security ownership of certain
beneficial owners and Management can be found on page 4,
"Beneficial Ownership Reporting Compliance," and page 6,
"Principal Shareholder," in the Proxy Statement to shareholders
dated March 19, 1997, and is incorporated herein by reference.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS    

     Information regarding certain relationships and related
transactions can be found on page 9 under the caption
"Transactions with Management," in the Proxy Statement to
shareholders dated March 19, 1997, and is incorporated herein by
reference.                                                  

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS 
          ON FORM 8-K                                          
                                                            
     A-1. Financial Statements                              
                                                            
          The report of Shearer, Taylor & Co., P. A., 
independent auditors, and the following consolidated financial
statements of First M & F Corporation and Subsidiary are included
in the Registrant's 1996 Annual Report to Shareholders and are
incorporated into Part II, Item 8,  herein by reference.    

     Report of Independent Certified  Public Accountants    
     Consolidated Statements of Condition as of             
          December 31, 1996 and 1995                        
     Consolidated Statements of Income for the              
          Years ended December 31, 1996, 1995, and 1994     
     Consolidated  Statements of Stockholders' Equity  for the
          Years ended December 31, 1996, 1995 and 1994      
     Consolidated Statements of Cash Flows for the          
          Years ended December 31, 1996, 1995 and 1994      
     Notes to the Consolidated Financial Statements         
     Selected Financial Data and Principal Markets and      
          Prices of the Company's Stock                     


A-2. Financial Statement Schedules                          

     The schedules to the consolidated financial statements set
forth by Article 9 of Regulation S-X are not required under the
related instructions or are inapplicable and therefore have been
omitted.


A-3. Exhibits                                               

     The exhibits listed in the Exhibit Index are filed herewith
or are incorporated herein by reference.                    


B.   Reports on Form 8-K                                    

     None                                              


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/   SCOTT M. WIGGERS    

HUGH S. POTTS, JR                       SCOTT M. WIGGERS    
CHAIRMAN OF THE BOARD AND               PRESIDENT      
CHIEF EXECUTIVE OFFICER                      

DATE: MARCH 21, 1997                    DATE:  MARCH 21, 1997                   

<PAGE>


SIGNATURES                                                  

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed by the following persons on
behalf of the Registrant and in the capacities and on the dates
indicated:                                                  


DATE:    March 21, 1997          BY:  /S/ HUGH S. POTTS, JR., DIRECTOR

DATE:    March 21, 1997          BY:  /S/ SCOTT M. WIGGERS, DIRECTOR

DATE:    March 21, 1997          BY   /S/ FRED A. BELL, JR., DIRECTOR

DATE:    March 21, 1997          BY:  /S/ JON A. CROCKER, DIRECTOR   

DATE:    March 21, 1997          BY:  /S/ CHARLES T. ENGLAND, DIRECTOR

DATE:    March 21, 1997          BY:  /S/ TOXEY HALL III, DIRECTOR   

DATE:    March 21, 1997          BY:  /S/ BARBARA K. HAMMOND, DIRECTOR

DATE:    March 21, 1997          BY:  /S/ J. MARLIN IVEY, DIRECTOR   

DATE:    March 21, 1997          BY:  /S/ JOE IVEY, DIRECTOR         

DATE:    March 21, 1997          BY:  /S/ R. DALE McBRIDE, DIRECTOR  

DATE:    March 21, 1997          BY:  /S/ SUSAN P. McCAFFERY, DIRECTOR

DATE:    March 21, 1997          BY:  /S/ WILLIAM M. MYERS, DIRECTOR

DATE:    March 21, 1997          BY:  /S/ OTHO E. PETIT, JR., DIRECTOR

DATE:    March 21, 1997          BY:  /S/ CHARLES W. RITTER, JR., DIRECTOR

DATE:    March 21, 1997          BY:  /S/ W.C. SHOEMAKER, DIRECTOR   

DATE:    March 21, 1997          BY:  /S/ EDWARD G. WOODARD, DIRECTOR



<PAGE>


                          EXHIBIT INDEX

3(A)  Articles of Incorporation, as amended.  Filed as Exhibit 3
      to the Company's Form S-1(File no. 33-08751) September 15,
      1986, incorporated herein by reference.

3(B)  Bylaws, as amended.  Filed as Exhibit 3-b to the Company's
      Form S-1(File no. 33-08751) September 15, 1986,
      incorporated herein by reference.                                         

13    Only those portions of the Registrant's Annual Report to
      Shareholders expressly incorporated by reference herein
      are included in this exhibit and, therefore, are filed as
      a part of this report of Form 10-K.                                       

21    Only those portions of the Proxy Statement dated March 19,
      1997 for Registrant's Annual Meeting of Shareholders to be
      held April 9, 1997 expressly incorporated by reference
      herein are included in this exhibit and, therefore, are
      filed as a part of this report of Form 10-K.

27    Financial Data Schedule.                              


      All other exhibits are omitted as they are inapplicable or
are not required by the related instructions.