<PAGE>   1
                    U.S. SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-QSB

   MARK ONE

     [ X ]            QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996

     [  ]            TRANSITION REPORT UNDER SECTION 13 OR 15(d)
                              OF THE EXCHANGE ACT

                           FOR THE TRANSITION PERIOD
                    FROM                 TO 
                         ---------------    ---------------

Commission File Number 2-90200


                          FIRST MCMINNVILLE CORPORATION
       -----------------------------------------------------------------
       (Exact Name of Small Business Issuer As Specified in its Charter)


                 Tennessee                          62-1198119
       -------------------------------      ----------------------------
       (State or Other Jurisdiction of      (IRS Employer Identification
        Incorporation or Organization)        Number)

                  200 East Main Street, McMinnville, TN  37110
                  --------------------------------------------
                    (Address of Principal Executive Offices)


                                  (615) 473-4402
                          --------------------------
                          (Issuer's Telephone Number)

                                 Not Applicable
              ---------------------------------------------------
              Former Name, Former Address and Former Fiscal Year,
                          If Changed Since Last Report

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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
                              -----             -----

State the number of shares outstanding of each of the issuer's classes of
common equity as of the latest practicable date:  October 16, 1996 - 536,783.
                                                  --------------------------

Transitional Small Business Disclosure Format (check one):

                          YES                NO   X
                              -----             -----

Total number of sequentially-numbered pages   16
                                             ----
Exhibit index is at sequentially-numbered page   15
                                                ----


                                       1

<PAGE>   2

                         PART I - FINANCIAL INFORMATION




Item 1. Financial Statements


The unaudited consolidated financial statements of the small business issuer
and its wholly-owned subsidiary are as follows:

    Consolidated Balance Sheets - September 30, 1996 and December 31, 1995.

    Consolidated Statements of Earnings - For the three months and nine months
    ended September 30, 1996 and 1995.

    Consolidated Statements of Cash Flows - For the nine months ended September
    30, 1996 and 1995.

                                       2

<PAGE>   3

                         FIRST MCMINNVILLE CORPORATION

                          Consolidated Balance Sheets

                    September 30, 1996 and December 31, 1995

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                     September 30,     December 31,
                                                         1996             1995
                                                     -------------     ------------
                                                            (In Thousands)
<S>                                                     <C>               <C>      
      Assets
Loans                                                   $105,654          100,859
   Less: Allowance for loan losses                        (1,563)          (1,562)
                                                        --------          -------
              Net loans                                  104,091           99,297

Securities:
 Held-to-maturity, at cost (market value
   $55,523,000 and $49,839,000, respectively)             55,277           48,837
 Available-for-sale, at market (amortized cost
   $25,242,000 and $32,073,000, respectively)             24,675           32,269
Interest-bearing deposits in other banks                     100              100
Federal funds sold                                             -              300
                                                        --------          -------
         Total earning assets                            184,143          180,803

Cash and due from banks                                    6,299            4,872
Bank premises and equipment, net of
 accumulated depreciation                                  2,300            1,881
Accrued interest receivable                                2,189            2,015
Deferred tax asset                                           534              245
Other real estate                                            146              305
Other assets                                                 540              542
                                                        --------          -------
                                                        $196,151          190,663
                                                        ========          =======

     Liabilities and Stockholders' Equity
Deposits                                                $157,841          154,551
Securities sold under repurchase agreements                4,190            4,213
Federal funds purchased                                    1,800                -
Other liabilities                                          2,321            3,010
                                                        --------          -------
         Total liabilities                               166,152          161,774
                                                        --------          -------

Stockholders' equity:
 Common stock, $2.50 par value; authorized
   5,000,000 shares and issued 579,537 shares              1,512            1,512
 Additional paid-in capital                                1,512            1,512
 Retained earnings                                        29,535           27,171
 Net unrealized gains (losses) on available-
   for-sale securities, net of tax benefits
   of $215,000 and income taxes of $74,000,
   respectively                                             (351)             122
                                                        --------          -------
                                                          32,208           30,317
 Less cost of treasury stock of 42,754 shares
   at September 30, 1996 and 28,366 shares at
   December 31, 1995                                      (2,209)          (1,428)
                                                        --------          -------
         Total stockholders' equity                       29,999           28,889
                                                        --------          -------
                                                        $196,151          190,663
                                                        ========          =======
</TABLE>


See accompanying notes to consolidated financial statements (unaudited).




                                       3

<PAGE>   4

                         FIRST MCMINNVILLE CORPORATION

                      Consolidated Statements of Earnings

                 Three Months Ended September 30, 1996 and 1995
               and Nine Months Ended September 30, 1996 and 1995
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                   Three Months Ended          Nine Months Ended
                                                                      September 30,              September 30,
                                                                 -------------------------     -------    -------
                                                                   1996             1995        1996       1995
                                                                 --------          -------     -------    -------
                                                                (Dollars In Thousands, Except Per Share Amounts)
<S>                                                              <C>               <C>         <C>        <C>         
Interest income:                                                               
 Interest and fees on loans                                      $  2,304            2,209       6,862      6,418
 Interest on dividends on securities:                                          
  Taxable securities                                                1,022              931       2,898      2,784
  Tax exempt from Federal income taxes                                331              294         984        896
 Interest on federal funds sold                                         -               63          74        100
 Interest on interest-bearing deposits in other                                
  banks and other interest                                              2                1           5          3
                                                                 --------          -------     -------    -------
     Total interest income                                          3,659            3,498      10,823     10,201
                                                                 --------          -------     -------    -------
                                                                               
Interest expense:                                                              
 Interest on negotiable order of withdrawal                                    
  accounts                                                            119              131         356        427
 Interest on money market demand and savings                                   
  accounts                                                            242              286         724        888
 Interest on certificates of deposit                                1,246            1,214       3,759      3,343
 Interest on securities sold under repurchase                                  
  agreements and short-term borrowings                                 59               23         103         87
                                                                 --------          -------     -------    -------
     Total interest expense                                         1,666            1,654       4,942      4,745
                                                                 --------          -------     -------    -------
     Net interest income                                            1,993            1,844       5,881      5,456
Provision for loan losses                                              30               40          30        160
                                                                 --------          -------     -------    -------
     Net interest income after provision                                       
      for loan losses                                               1,963            1,804       5,851      5,296
                                                                 --------          -------     -------    -------
                                                                               
Other income:                                                                  
 Service charges on deposit accounts                                  127              120         390        345
 Other fees and commissions                                            50               40         125        113
 Commissions and fees on fiduciary activities                           8                6          20         15
 Security gains related to available-for-sale                                  
  securities                                                           49               42          53         79
 Other income                                                           5               15          22         47
                                                                 --------          -------     -------    -------
     Total other income                                               239              223         610        599
                                                                 --------          -------     -------    -------
                                                                               
Other expenses:                                                                
 Salaries and employee benefits                                       507              477       1,568      1,502
 Occupancy expenses, net                                               60               45         167        148
 Furniture and equipment expense                                       23               22          65         55
 Data processing expense                                               69               52         180        149
 Security losses related to available-for-sale                                 
  securities                                                           57                -         146         24
 Other operating expenses                                             214              213         638        757
                                                                 --------          -------     -------    -------
     Total other expenses                                             930              809       2,764      2,635
                                                                 --------          -------     -------    -------
     Earnings before income taxes                                   1,272            1,218       3,697      3,260
Income taxes                                                          337              343       1,059        937
                                                                 --------          -------     -------    -------
     Net earnings                                                $    935              875       2,638      2,323
                                                                 ========          =======     =======    =======
Weighted average number of shares outstanding                     538,635          552,199     545,242    552,739
                                                                 ========          =======     =======    =======
Per share amounts:
 Net earnings                                                    $   1.74             1.58        4.84       4.20
                                                                 ========          =======     =======    =======
 Dividends                                                       $      -                -         .50        .50
                                                                 ========          =======     =======    =======
</TABLE>




See accompanying notes to consolidated financial statements (unaudited).


                                       4

<PAGE>   5

                         FIRST MCMINNVILLE CORPORATION

                     Consolidated Statements of Cash Flows

                 Nine Months Ended September 30, 1996 and 1995

                Increase (Decrease) in Cash and Cash Equivalents


<TABLE>
<CAPTION>
                                                     1996             1995
                                                   --------          -------
                                                         (In Thousands)
<S>                                                 <C>              <C>     
Cash flows from operating activities:
 Interest received                                  $10,605            9,914
 Fees and commissions received                          557              544
 Interest paid                                       (4,877)          (4,118)
 Cash paid to suppliers and employees                (2,286)          (2,237)
 Income taxes paid                                   (1,025)            (953)
                                                    -------           ------
          Net cash provided by operating
              activities                              2,974            3,150
                                                    -------           ------

Cash flows from investing activities:
 Proceeds from maturities of held-to-maturity
   securities                                        14,897            8,631
 Proceeds from maturities of available-for-sale
   securities                                         4,549            4,677
 Proceeds from sales of available-for-sale
   securities                                         8,944            9,145
 Purchase of available-for-sale securities           (6,724)         (15,512)
 Purchase of held-to-maturity securities            (21,324)          (3,099)
 Loans made to customers, net of repayments          (4,865)          (6,150)
 Purchase of premise and equipment                     (571)            (329)
 Proceeds from sales of other real estate               200                3
                                                    -------           ------
          Net cash used in investing
             activities                              (4,894)          (2,634)
                                                    -------           ------

Cash flows from financing activities:
 Net increase (decrease) in non-interest
   bearing, savings and NOW deposit accounts            770           (1,778)
 Net increase in time deposits                        2,520            7,044
 Increase (decrease) in securities sold under
   repurchase agreement                                 (23)           2,129
 Increase (decrease) in Federal funds purchased       1,800             (600)
 Dividends paid                                      (1,239)          (1,203)
 Payments to acquire treasury stock                    (781)             (69)
 Advances on line of credit                              45               14
 Repayment of advances on line of credit                (45)             (13)
                                                    -------           ------

          Net cash provided by financing
                activities                            3,047            5,524
                                                    -------           ------

Net increase in cash and cash equivalents             1,127            6,040

Cash and cash equivalents at beginning of
 period                                               5,172            4,028
                                                    -------           ------
Cash and cash equivalents at end of period          $ 6,299           10,068
                                                    =======           ======

</TABLE>

See accompanying notes to consolidated financial statements (unaudited).


                                       5


<PAGE>   6
                         FIRST MCMINNVILLE CORPORATION

                Consolidated Statements of Cash Flows, Continued

                 Nine Months Ended September 30, 1996 and 1995

                Increase (Decrease) in Cash and Cash Equivalents

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                        1996            1995
                                                      ---------       -------
                                                         (In Thousands)
<S>                                                   <C>          <C>      
Reconciliation of net earnings to net cash
  provided by operating activities:
    Net earnings                                      $   2,638        2,323
Adjustments to reconcile net earnings to
  net cash provided by operating activities:
    Depreciation                                            152          162
    Provision for loan losses                                30          160
    Security losses related to available-
      for-sale                                              146           24
    Security gains related to available-
      for-sale                                              (53)         (79)
    FHLB dividend reinvestment                              (31)         (27)
    Decrease in refundable income taxes                      25           39
    Increase in interest receivable                        (174)         (93)
    Increase in taxes payable                                 9          (55) 
    Increase in interest payable                             65          627  
    Increase in other assets                                (35)        (164) 
    Increase in other liabilities                           202          233  
                                                      ---------      -------
           Total adjustments                                336          827
                                                      ---------      -------
           Net cash provided by operating
                activities                            $   2,974        3,150
                                                      =========      =======


Supplemental schedule of noncash activities:

 Non-cash transfers from loans to other
   real estate                                        $      41           73
                                                      =========      =======
 Unrealized gain (loss) in value of
   securities available-for-sale, net of
   income tax benefit of $289,000 in 1996
   and income taxes of $367,000 in 1995               $(473,000)     599,000
                                                      =========      =======
</TABLE>

See accompanying notes to consolidated financial statements (unaudited).



                                       6

<PAGE>   7

                         FIRST MCMINNVILLE CORPORATION

                   Notes to Consolidated Financial Statements

                                  (Unaudited)


Basis of Presentation

The unaudited consolidated financial statements include the accounts of First
McMinnville Corporation (Company) and its wholly-owned subsidiary, The First
National Bank of McMinnville (Bank).

The accompanying consolidated financial statements have been prepared, without
audit, in accordance with the rules and regulations of the Securities and
Exchange Commission.  Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations.

In the opinion of management, the statements contain all adjustments and
disclosures necessary to summarize fairly the financial position of the Company
as of September 30, 1996 and December 31, 1995, and the results of operations
for the nine months and three months ended September 30, 1996 and 1995 and
changes in cash flows for the nine months ended September 30, 1996 and 1995.
All significant intercompany transactions have been eliminated.  The interim
consolidated financial statements should be read in conjunction with the notes
to the consolidated financial statements presented in the Company's Annual
Report on Form 10-KSB for the year ended December 31, 1995.  The results for
interim periods are not necessarily indicative of results to be expected for
the complete fiscal year.

Allowance for Loan Losses

Transactions in the allowance for loan losses were as follows:


<TABLE>
<CAPTION>
                                                   Nine Months Ended
                                                     September 30,
                                                  --------------------
                                                   1996          1995
                                                  ------         -----
                                                     (In Thousands)
    <S>                                           <C>            <C>
    Balance, January 1, 1996 and 1995,
      respectively                                $1,562         1,448
    Add (deduct):                                              
      Losses charged to allowance                    (77)          (15)
      Recoveries credited to allowance                48            35
      Provision for loan losses                       30           160
                                                  ------         -----
    Balance, September 30, 1996 and 1995,
      respectively                                 1,563         1,628
                                                  ======         =====
</TABLE>


                                       7

<PAGE>   8

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operations

     The purpose of this discussion is to provide insight into the financial
condition and results of operations of the Registrant and its subsidiary.  This
discussion should be read in conjunction with the consolidated financial
statements.  Reference should also be made to the Company's Annual Report on
Form 10-KSB for the year ended December 31, 1995 for a complete discussion of
factors that impact liquidity, capital and the results of operations.

Liquidity and Interest Rate Sensitivity Management

     The concept of liquidity involves the ability of the Company and its
subsidiary to meet future cash flow requirements, particularly those of
customers who are either withdrawing funds from their accounts or borrowing to
meet their credit needs.

     Proper asset/liability management is designed to maintain stability in the
balance of interest-sensitive assets to interest-sensitive liabilities in order
to provide a stable growth in net interest margins.  Earnings on
interest-sensitive assets such as loans tied to the prime rate of interest and
federal funds sold, may vary considerably from fixed rate assets such as
long-term investment securities and fixed rate loans.  Interest-sensitive
liabilities such as large certificates of deposit and money market
certificates, generally require higher costs than fixed rate instruments such
as passbook savings.

     Banks, in general, must maintain large cash balances to meet day-to-day
cash flow requirements as well as maintaining required reserves for regulatory
agencies.  The cash balances maintained are the primary source of liquidity.
Federal funds sold, which are basically overnight or short-term loans to other
banks that increase the other bank's required reserves, are also a major source
of liquidity.

     The Company's investment portfolio consists of earning assets that provide
interest income.  For those securities classified as held-to-maturity the
Company has the ability and intention to hold these securities until maturity.
Securities classified as available for sale include securities intended to be
used as part of the Company's asset/liability strategy and/or securities that
may be sold in response to changes in interest rate, prepayment risk, the need
or desire to increase capital and similar economic factors.  Securities
totaling approximately $7.4 million mature or reprice within the next twelve
months.

     A secondary source of liquidity is the Bank's loan portfolio.  At
September 30, 1996 commercial loans of approximately $17.0 million and other
loans (mortgage and consumer) of approximately $19.9 million either will become
due or will be subject to rate adjustments within twelve months.  Continued
emphasis will be placed on structuring adjustable rate loans.


                                       8

<PAGE>   9

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

     As for liabilities, certificates of deposit of $100,000 or greater of
approximately $21.3 million will become due during the next twelve months.  The
Bank's deposit base increased approximately $3.3 million during the nine months
ended September 30, 1996.  Securities sold under repurchase agreements
decreased approximately $23,000 during the nine months ended September 30, 1996
and increased approximately $922,000 during the three months ended September
30, 1996.  The deposit base increased approximately $3,290,000 during the nine
months ended September 30, 1996.

     Historically, there has been no significant reduction in immediately
withdrawable accounts such as negotiable order of withdrawal accounts, money
market demand accounts, demand deposit and regular savings.  Management
anticipates that there will be no significant withdrawals from these accounts
in the future.

     The Bank is limited by banking regulatory agencies as to the amount of
dividends that it can pay.  At September 30, 1996, the Bank can declare during
the remainder of 1996 cash dividends in an aggregate amount not to exceed
approximately $5.4 million, exclusive of any 1996 net earnings, without prior
approval of the Comptroller of the Currency.  However, most of these funds will
be retained for use in the Bank's operations rather than being paid out in
dividends.  It is anticipated that with present maturities, the anticipated
growth in deposit base, and the efforts of management in its asset/liability
management program, liquidity will not pose a problem in the foreseeable
future.  At the present time there are no known trends or any known
commitments, demands, events or uncertainties that management believes will
result in or that are reasonable likely to result in the Company's liquidity
changing in any material way.

Capital Resources

     A primary source of capital is internal growth through retained earnings.
The ratio of stockholder's equity to total assets was 15.3% at September 30,
1996 and 15.2% at December 31, 1995.  Total assets increased 2.9% during the
nine months ended September 30, 1996.  The annualized rate of return on
stockholders' equity for the first nine months of 1996 was 11.9% compared to
11.2% for the comparable period in 1995.  The high percentage of equity capital
to total assets contributes to a return on equity lower than the average for
banks in the Bank's peer group.  Dividends of $274,000 and $276,000 or $.50 per
share were declared in the nine months ended September 30, 1996 and 1995,
respectively.  Cash dividends will be paid or increased in the remainder of
1996 over 1995 only as profits permit.  Dividends paid during 1995 were $2.25
per share.  No material changes in the mix or cost of capital is anticipated in
the foreseeable future.

     The Bank completed the construction of a new branch facility during the
third quarter of 1996 and renovated the main office during the first quarter of
1996.  At the present time, there are no material commitments for capital
expenditures.


                                       9

<PAGE>   10

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

     Regulations of the Comptroller of the Currency establish required minimum
capital levels for the Bank.  Under these regulations, national banks must
maintain certain capital levels as a percentage of average total assets
(leverage capital ratio) and as a percentage of total risk-based assets
(risk-based capital ratio).  Under the risk-based requirements, various
categories of assets and commitments are assigned a percentage related to
credit risk ranging from 0% for assets backed by the full faith and credit of
the United States to 100% for loans other than residential real estate loans
and certain off-balance sheet commitments.  Total capital is characterized as
either Tier 1 capital which includes common shareholders' equity, noncumulative
perpetual preferred stock and a limited amount of cumulative perpetual
preferred - or Tier 2 capital which includes the allowance for loan losses up
to 1.25% of risk weighted assets, perpetual preferred stock, subordinated debt
and various other hybrid capital instruments, subject to various limits.
Goodwill is not includable in Tier 1 or Tier 2 capital.  National banks must
maintain a Tier 1 capital to risk-based assets of at least 4.0%, a Tier 2
capital to risk-based assets ratio of at least 8.0% and a leverage capital
ratio defined as Tier 1 capital to adjusted total assets of at least 4.0%.  The
same ratios are also required in order for a national bank to be considered
"adequately capitalized" under the OCC's "prompt corrective action"
regulations, which impose certain operating restrictions on institutions which
are not adequately capitalized.  The Bank has a Tier 1 risk-based ratio of
27.3%, a Tier 2 capital to risk-based ratio of 28.6% and a Tier 1 leverage
ratio of 15.4%, and was considered "well capitalized" under the regulations.

     The Federal Reserve Board imposes consolidated capital guidelines on bank
holding companies which have more than $150 million in consolidated assets.
These guidelines require bank holding companies to maintain consolidated
capital ratios which are essentially the same as the minimum capital levels
required for national banks.  The Company's consolidated capital ratios were
substantially the same as those set forth above for the Bank, and substantially
exceeded the minimums required under these Federal Reserve Board guidelines at
September 30, 1996.


                                       10

<PAGE>   11

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

Results of Operations

     Net earnings were $2,638,000 for the nine months ended September 30, 1996
as compared to $2,323,000 for the same period in 1995.  Net earnings were
$935,000 for the quarter ended September 30, 1996 as compared to $875,000
during the same quarter in 1995.

     As in most financial institutions, a major element in analyzing the
statement of earnings is net interest income which is the excess of interest
earned over interest paid.  This is particularly true with the volatility of
interest rates encountered in recent years.

     The Company's interest income, excluding tax equivalent adjustments,
increased by $622,000 or 6.1% during the nine months ended September 30, 1996
as compared to the comparable period in 1995.  Interest income for the quarter
ended September 30, 1996 increased $161,000 or 4.6% when compared to the
quarter ended September 30, 1995 and $64,000 or 1.8% as compared to the second
quarter of 1996.  The increases were primarily attributable to an increase in
average earning assets.  The ratio of average earning assets to total average
assets was 95.6% for the nine months ended September 30, 1996 as compared to
94.9% for the year ended December 31, 1995.

     Interest expense increased by $197,000 for the nine months ended September
30, 1996 or 4.2% as compared to the same period in 1995.  Interest expense for
the quarter ended September 30, 1996 increased $12,000 or .7% as compared to
the quarter ended September 30, 1995.  Interest expense for the quarter ended
September 30, 1996 increased $36,000 or 2.2% over the quarter ended June 30,
1996.  Such increases in interest expense can be attributable primarily to an
increase in average interest bearing liabilities.

     The foregoing resulted in net interest income of $5,881,000 for the nine
months ended September 30, 1996, an increase of $425,000 or 7.8% compared to
the prior year period.  Net interest income for the quarter ended September 30,
1996 increased $149,000 or 8.1% as compared to the third quarter of 1995 and
increased $28,000 or 1.4% over the quarter ended June 30, 1996.


                                       11

<PAGE>   12

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

Results of Operations, Continued

     The provision for loan losses was $30,000 and $160,000 for the first nine
months of 1996 and 1995, respectively.  The provision was $30,000 and $40,000
for the quarters ended September 30, 1996 and 1995, respectively.  The
reduction in the provision during 1996 resulted from management's conclusion
that the allowance for possible loan losses was adequate to cover any potential
loan losses.  The provision for loan losses is based on past loan experience
and other factors which, in management's judgment, deserve current recognition
in estimating possible loan losses.  Such factors include past loan loss
experience, growth and composition of the loan portfolio, review of specific
loan problems, the relationship of the allowance for loan losses to outstanding
loans, and current economic conditions that may affect the borrower's ability
to repay.  Management has in place a system that is designed to identify and to
monitor loan problems on a timely basis.

     The following schedule details selected information as to non-performing
loans of the Company at September 30, 1996:

<TABLE>
<CAPTION>
                                                      September 30, 1995
                                                   -------------------------
                                                    Past Due
                                                    90 Days      Non-Accrual
                                                   ---------     -----------
                                                       (In Thousands)
   <S>                                               <C>            <C>
   Real estate loans                                 $222             -
   Installment loans                                    3             -
   Commercial, financial and agricultural loans       715             -
                                                     ----          ----
                                                     $940             -
                                                     ====          ====
   Renegotiated loans                                $  -             -
                                                     ====          ====
</TABLE>


     At September 30, 1996, loans which include the above, totaling $7,974,270
were included in the Company's internal classified loan list.  Of these loans
$5,024,583 are real estate and $2,949,687 are personal.  The collateral values
securing these loans total approximately $11,143,000, ($8,281,000 related to
real property and $2,862,000 related to personal loans).  Such loans are listed
as classified when information obtained about possible credit problems of the
borrower has prompted management to question the ability of the borrower to
comply with the repayment terms of the loan agreement.  Loans are placed on
non-accrual when it becomes doubtful, in the judgment of management, that
principal and interest will be realized.  The classifications include five
performing working capital loans in the amounts of $2,119,584, $776,091,
$730,807, $835,690 and $606,000, respectively.  These borrowers have
experienced losses in recent years which resulted in the classifications.
These lines are secured by collateral (consisting of real estate and personal
property).  The collateral valuations received by management indicate an
estimated value of $2,866,000, $739,000, $1,403,000, $320,000 and $933,000,
respectively.  Without these collateral valuations some or all of these loans
might be placed on non-accrual.  The loan classifications do not represent or
result from trends or uncertainties which management expects will materially
impact future operating results, liquidity or capital resources.


                                       12

<PAGE>   13

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

Results of Operations, Continued

     There were no material amounts of other interest-bearing assets
(interest-bearing deposits with other banks, municipal bonds, etc.) at
September 30, 1996 which would be required to be disclosed as past due,
non-accrual, restructured or potential problem loans, if such interest-bearing
assets were loans.

     Non-interest income excluding securities transactions increased $37,000 or
7.1% during the nine months ended September 30, 1996 as compared to the same
period in 1995.  The increase for the quarter ended September 30, 1996 was
$9,000 or 5.0% as compared to the comparable quarter in 1995.  The increases
were due primarily to an increase in customer service charges on deposit
accounts.  Commissions and service charges are monitored continually to seek
maximum return based on costs and competition.

     Securities gains and losses during the nine months ended September 30,
1996 amounted to $53,000 and $146,000, respectively, as compared to gains of
$79,000 and $24,000 for the comparable period in 1995.  The gains during 1996
and 1995 related to transactions in the available-for-sale category.  These
gains and losses were incurred primarily in conjunction with management's
strategies to restructure the investment portfolio to improve the quality of
the portfolio, to improve maturity distribution and to maintain a flexible
position to react to market conditions.

     Non-interest expense, excluding securities transactions, increased $7,000
or .3% during the first nine months of 1996 as compared to the same period in
1995.  The increase for the quarter ended September 30, 1996 was $64,000 or
7.9% as compared to the quarter ended September 30, 1995.  The slight increase
during the nine months ended September 30, 1996 resulted primarily from
increases in salary and employee benefits, an increase in data processing
expenses which resulted from the installation of new equipment to provide
customers with check imaging services, and increased occupancy expenses due to
the opening of a new branch facility during the third quarter of 1996.  These
increases were offset by a decrease in the FDIC assessment rate which was
effective for the second half of 1995.  Fixed asset costs are expected to
remain stable in the remainder of 1996.

     Management is not aware of any current recommendations by the regulatory
authorities which, if implemented, would have a material adverse effect on the
Company's liquidity, capital resources or operations.


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<PAGE>   14

                         FIRST MCMINNVILLE CORPORATION

                             FORM 10-QSB, CONTINUED


Item 2. Management's Discussion and Analysis or Plan of Operation, Continued

Impact of Inflation

     The primary impact which inflation has on the results of the Company's
operations is evidenced by its effects on interest rates.  Interest rates tend
to reflect, in part, the financial market's expectations of the level of
inflation and, therefore, will generally rise or fall as the level of expected
inflation fluctuates.  To the extent interest rates paid on deposits and other
sources of funds rise or fall at a faster rate than the interest income earned
on funds, loans or invested, net interest income will vary.  Inflation also
impacts on non-interest expenses as goods and services are purchased, although
this has not had a significant effect on net earnings.  If the inflation rate
stays flat or increases slightly, the effect on profits is not expected to be
significant.


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<PAGE>   15

                          PART II.  OTHER INFORMATION



Item 6. EXHIBITS AND REPORTS ON FORM 8-K


(a)  Exhibit 27 Financial Data Schedule (for SEC use only) - This schedule
     contains summary financial information extracted from the financial
     statements of the Company at September 30, 1996 (unaudited) as is
     qualified in its entirety by reference to such financial statements as set
     forth in the Company's quarterly report on Form 10-QSB for the period
     ending September 30, 1996.

(b)  No reports on Form 8-K have been filed during the quarter for which this
     report is filed.



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<PAGE>   16
                                   SIGNATURES



     In accordance with the requirements of the Exchange Act, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.



                                         FIRST MCMINNVILLE CORPORATION
                                                   (Registrant)



DATE:   November 8, 1996                 /s/    Charles C. Jacobs
        ----------------                 -------------------------------------
                                         Charles C. Jacobs
                                         President and Chief Executive Officer



DATE:   November 8, 1996                 /s/    Kenny D. Neal
        ----------------                 --------------------------------------
                                         Kenny D. Neal
                                         Chief Financial and Accounting Officer




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