SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

                For the quarterly period ended September 30, 1999

                                       Or

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

                  For the transition period from _____ to _____

                        Commission file number 001-14417

                              BANKFIRST CORPORATION
             (Exact name of registrant as specified in its charter)

              Tennessee                                  58-1790903
  (State or other jurisdiction of                     (I.R.S. Employer
   incorporation or organization)                   Identification No.)

          625 Market Street
        Knoxville, Tennessee                                    37902
(address of principal executive offices)                     (Zip Code)

         Registrant's telephone number, including area code 423.595.1100

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

The number of shares  outstanding of each of the registrant's  classes of common
stock as of October 31, 1999:

      Title of Class                                     Shares Outstanding
Common Stock, $2.50 par value                                11,314,170


<PAGE>



                              BANKFIRST CORPORATION

                                      INDEX

================================================================================


PART I - FINANCIAL INFORMATION

         Item 1. Financial Statements                                          3

         Item 2. Management's Discussion and Analysis of Financial
         Condition and Results of Operations                                   8

         Item 3. Quantitative and Qualitative Disclosures about
         Market Risk                                                          13

PART II - OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                             15

         SIGNATURES                                                           15




FORWARD-LOOKING STATEMENTS
================================================================================

The  information  disclosed in this  Quarterly  Report on Form 10-Q of BankFirst
Corporation includes various  forward-looking  statements,  as covered under the
Private Securities Litigation Reform Act of 1995, with respect to credit quality
(including  delinquency trends and the allowance for credit losses), the ability
of BankFirst  Corporation (the "Company") and its vendors to adequately  address
Year 2000  issues,  corporate  objectives,  and  other  financial  and  business
matters. The words "anticipates", "projects", "intends", "estimates", "expects",
"believes",  "plans",  "may",  "will",  "should",  "could",  and  other  similar
expressions  are  intended  to identify  such  forward-looking  statements.  The
Company   cautions  that  these   forward-looking   statements  are  necessarily
speculative  and speak only as of the date  made,  and are  subject to  numerous
assumptions, risks and uncertainties,  all of which may change over time. Actual
results could differ materially from such forward-looking statements.

In addition to the factors  disclosed by the Company elsewhere in this document,
the following factors, among others, could cause the Company's actual results to
differ materially and adversely from such  forward-looking  statements:  pricing
pressures  on loan  and  deposit  products;  competition;  changes  in  economic
conditions  nationally,  regionally and in the Company's markets; the extent and
timing of  actions of the  Federal  Reserve  Board;  changes in levels of market
interest  rates;  clients'  acceptance of the  Company's  products and services;
credit risks of lending activities and competitive  factors;  and the extent and
timing of legislative and regulatory actions and reforms.

The above-listed risk factors are not necessarily exhaustive, particularly as to
possible  future  events,  and new risk  factors  may emerge  from time to time.
Certain occurrences may happen that can cause the Company's actual results to be
materially different than those described in the Company's periodic filings with
the  Securities and Exchange  Commission  ("SEC").  Any  statements  made by the
Company that are not historical facts should be considered to be forward-looking
statements.  The Company does not undertake to update any of its forward-looking
statements made herein.




                                                       BankFirst Corporation | 2
<PAGE>



PART I.-FINANCIAL INFORMATION
ITEM 1.- FINANCIAL STATEMENTS

CONDENSED  CONSOLIDATED  STATEMENTS OF CONDITION
BankFirst  Corporation
(Dollar amounts in thousands except share data)
<TABLE>
<CAPTION>
                                                                                                          SEPT. 30        DEC. 31
                                                                                                             1999          1998
====================================================================================================================================
                                                                                                          (Unaudited)
<S>                                                                                                       <C>              <C>
ASSETS
  Cash and due from banks .........................................................................       $  31,846        $  36,136
  Federal Funds Sold ..............................................................................             -0-            8,850
  Securities available for sale ...................................................................         129,621          127,862
  Mortgage loans held for sale ....................................................................          11,593           25,642
  Loans, net ......................................................................................         568,762          501,950
  Premises and equipment, net .....................................................................          26,049           24,927
  Mortgage servicing rights .......................................................................           8,551            7,484
  Federal Home Loan Bank Stock, at cost ...........................................................           3,361            3,189
  Intangible assets ...............................................................................           1,884            2,002
  Accrued interest receivable and other assets ....................................................          11,538           10,259
                                                                                                          ---------        ---------
     Total assets .................................................................................       $ 793,205        $ 748,301
                                                                                                          =========        =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
  Noninterest-bearing deposits ....................................................................       $ 116,901        $ 117,823
  Interest-bearing deposits .......................................................................         515,884          500,143
                                                                                                          ---------        ---------
Total deposits ....................................................................................         632,785          617,966
  Securities sold under agreements to repurchase ..................................................          26,781           22,208
  Federal funds purchased and other borrowings ....................................................          10,800            4,166
  Advances from the Federal Home Loan Bank ........................................................          29,191           11,884
  Accrued interest payable and other liabilities ..................................................           8,091            9,236
                                                                                                          ---------        ---------
Total liabilities .................................................................................         707,648          665,460
STOCKHOLDERS' EQUITY
  Common stock:  $2.50 par value, 30,000,000  and 15,000,000
     shares authorized, 11,326,270 and 11,375,600 shares
     outstanding, respectively ....................................................................          28,316           28,439
  Noncumulative convertible preferred stock:  $5 par
     value, 1,000,000 shares authorized, 181,050
     shares outstanding ...........................................................................             905              905
  Additional paid-in capital ......................................................................          33,771           34,093
  Retained earnings ...............................................................................          23,626           17,160
  Accumulated other comprehensive income ..........................................................          (1,061)           2,244
                                                                                                          ---------        ---------
     Total stockholders' equity ...................................................................          85,557           82,841
                                                                                                          ---------        ---------
     Total liabilities and stockholders' equity ...................................................       $ 793,205        $ 748,301
                                                                                                          =========        =========

====================================================================================================================================
                                See accompanying notes to the consolidated financial statements.
</TABLE>
                                                       BankFirst Corporation | 3

<PAGE>



CONDENSED CONSOLIDATED STATEMENTS OF INCOME
BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)
<TABLE>
<CAPTION>
                                                                                          THREE MONTHS ENDED       NINE MONTHS ENDED
                                                                                                SEPT. 30               SEPT. 30
                                                                                            1999         1998      1999       1998
====================================================================================================================================

<S>                                                                                       <C>         <C>        <C>        <C>
Interest income
    Interest and fees on loans ........................................................   $ 13,092    $ 12,109   $ 37,486   $ 35,688
    Taxable securities ................................................................      1,510       1,331      4,402      4,185
    Nontaxable securities .............................................................        410         471      1,233      1,388
    Other .............................................................................        116         203        475        506
                                                                                          --------    --------   --------   --------
                                                                                            15,128      14,114     43,596     41,767
Interest expense
    Deposits ..........................................................................      5,535       5,894     16,226     16,998
    Short-term borrowings .............................................................        408         307      1,417      1,243
    Long-term borrowings ..............................................................        426         151        889        567
                                                                                          --------    --------   --------   --------
                                                                                             6,369       6,352     18,532     18,808
                                                                                          --------    --------   --------   --------
Net interest income ...................................................................      8,759       7,762     25,064     22,959
Provision for credit losses ...........................................................        522         320      1,402      1,384
                                                                                          --------    --------   --------   --------
Net interest income after provision
for credit losses .....................................................................      8,237       7,442     23,662     21,575
Noninterest income
    Service charges and fees ..........................................................      1,186       1,124      3,472      3,103
    Net securities gains (losses)  ....................................................         30          47         40         58
    Net gain (loss) on loan sales .....................................................        659         801      2,568      1,781
    Loan servicing income, net of
      amortization ....................................................................         (5)        100        148        579
    Trust department income ...........................................................        261         321        786        667
    Other .............................................................................        327         165        989        666
                                                                                          --------    --------   --------   --------
                                                                                             2,458       2,558      8,003      6,854
Noninterest expenses
    Salaries and employee benefits ....................................................      4,023       3,882     12,100     11,035
    Occupancy expense .................................................................        474         571      1,526      1,928
    Equipment expense .................................................................        579         662      1,945      1,700
    Office expense ....................................................................        423         435      1,358      1,128
    Data processing ...................................................................        451         321      1,285        941
    Advertising .......................................................................        202          92        544        260
    Other .............................................................................      1,080       1,361      2,974      3,835
                                                                                          --------    --------   --------   --------
                                                                                             7,232       7,324     21,732     20,827
                                                                                          --------    --------   --------   --------
Income before income taxes ............................................................      3,463       2,676      9,933      7,602
Provision for income taxes ............................................................      1,169         999      3,368      2,745
                                                                                          --------    --------   --------   --------
Net Income ............................................................................   $  2,294    $  1,677   $  6,565   $  4,857
                                                                                          ========    ========   ========   ========
Earnings per share:
    Basic .............................................................................   $   0.20    $   0.16   $   0.57   $   0.47
    Diluted ...........................................................................   $   0.19    $   0.15   $   0.53   $   0.43
                                                                                          --------    --------   --------   --------
====================================================================================================================================
                           See accompanying notes to the condensed consolidated financial statements.
</TABLE>
                                                       BankFirst Corporation | 4


<PAGE>



CONDENSED CONSOLIDATED  STATEMENTS OF STOCKHOLDERS' EQUITY
 BankFirst Corporation
(Dollar amounts in thousands except share data)
(Unaudited)


<TABLE>
<CAPTION>
                                                                                                       ACCUMULATED
                                                                              ADDITIONAL                  OTHER         TOTAL
                                                    COMMON     PREFERRED       PAID-IN      RETAINED  COMPREHENSIVE   STOCKHOLDERS'
                                                    STOCK        STOCK         CAPITAL      EARNINGS      INCOME        EQUITY
                                                   --------    ---------      --------      --------  -------------   ------------
<S>                                                <C>          <C>           <C>           <C>           <C>          <C>
PERIOD ENDED SEPT. 30, 1998

Balance, January 1, 1998                           $ 24,989     $  1,093      $ 23,777      $ 10,612      $    961     $ 61,432

Sale of common stock, 428 shares                          1           --            15            --            --           16

Conversion of 37,458 shares of
  preferred stock into 108,974
  shares of common stock                                272         (188)          (84)           --            --            0

Stock options exercised,  1,107 shares                    2           --            28            --            --           30

Cash dividend on preferred stock                         --           --            --          (113)           --         (113)

Cash dividend on common stock                            --           --            --          (114)           --         (114)

Proceeds from public offering of
  1,270,000 common shares, net of
  related expenses                                    3,175           --        10,481            --            --       13,656

Comprehensive income:
  Net income                                             --           --            --         4,857            --        4,857

  Change in unrealized gains
    (losses), net of reclassification                    --           --            --            --         1,378        1,378
                                                                                                                       --------
Total comprehensive income                                                                                                6,235
                                                   --------     --------      --------      --------      --------     --------
Balance, September 30, 1998                        $ 28,439     $    905      $ 34,217      $ 15,242      $  2,339     $ 81,142
                                                   ========     ========      ========      ========      ========     ========

<CAPTION>

                                                                                                       ACCUMULATED
                                                                              ADDITIONAL                  OTHER         TOTAL
                                                    COMMON     PREFERRED       PAID-IN      RETAINED  COMPREHENSIVE   STOCKHOLDERS'
                                                    STOCK        STOCK         CAPITAL      EARNINGS      INCOME        EQUITY
                                                   --------    ---------      --------      --------  -------------   ------------
PERIOD ENDED SEPT. 30, 1999

<S>                                                <C>          <C>           <C>           <C>           <C>          <C>
Balance, January 1, 1999                           $ 28,439     $    905      $ 34,093      $ 17,160      $  2,244     $ 82,841

Cash dividend on preferred stock                         --           --            --           (99)           --          (99)

Repurchase of common stock,
49,330 shares                                          (123)          --          (322)           --            --         (445)

Comprehensive income:
  Net income                                             --           --            --         6,565            --        6,565

  Change in unrealized gains
    (losses), net of reclassification                    --           --            --            --        (3,305)      (3,305)
                                                                                                                       --------
     Total comprehensive income                                                                                           3,260
                                                   --------     --------      --------      --------      --------     --------
Balance, September 30, 1999                        $ 28,316     $    905      $ 33,771      $ 23,626      $ (1,061)    $ 85,557
                                                   ========     ========      ========      ========      ========     ========

===============================================================================================================================
                           See accompanying notes to the condensed consolidated financial statements.
</TABLE>

                                                       BankFirst Corporation | 5

<PAGE>


Condensed Consolidated Statements of Cash Flows
BankFirst Corporation
(Dollar amounts in thousands)
(Unaudited)



<TABLE>
<CAPTION>

                                                                                                 NINE MONTHS ENDED
                                                                                                      SEPT. 30
                                                                                                 1999          1998
----------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                                           <C>            <C>
   Net income .............................................................................    $  6,565     $  4,857
   ADJUSTMENTS TO RECONCILE NET INCOME TO NET CASH FROM
     OPERATING ACTIVITIES:
     Provision for credit losses ..........................................................       1,402        1,384
     Depreciation .........................................................................       1,701        1,749
     Amortization of mortgage servicing rights ............................................       1,411          829
     Amortization and accretion of securities, net ........................................         (79)        (705)
     Net (gains) losses on securities sales ...............................................         (40)         (58)
     Net (gains) losses on sales of mortgage loans ........................................      (2,568)      (1,781)
     Proceeds from sales of mortgage loans held for sale ..................................     148,963       97,127
     Purchases of mortgage loans held for sale ............................................     (26,222)     (30,382)
     Originations of mortgage loans held for sale .........................................    (108,692)     (84,801)
     Changes in assets and liabilities
       Accrued interest receivable and other assets .......................................      (1,279)      (2,208)
       Accrued interest payable and other liabilities .....................................      (1,145)          53
                                                                                               ---------    --------

Net cash flows from operating activities ..................................................      20,017      (13,936)

INVESTING ACTIVITIES
   Net cash paid for mortgage company .....................................................           -       (7,449)
   Purchase of securities .................................................................     (27,381)     (20,369)
   Proceeds from maturities of securities .................................................       4,155       10,098
   Proceeds from sale of securities .......................................................      18,162       10,024
   Net increase in loans ..................................................................     (67,590)     (30,614)
   Purchase of FHLB stock .................................................................        (172)         (88)
   Premises and equipment expenditures, net ...............................................      (3,120)      (1,868)
                                                                                               ---------    --------

Net cash from investing activities ........................................................     (75,946)     (40,266)

FINANCING ACTIVITIES

   Net change in deposits .................................................................      14,819       54,148
   Net change in securities sold
     under agreements to repurchase .......................................................       4,573        9,567
   Net change in federal funds purchased ..................................................       5,700          262
   Increase in other borrowed funds .......................................................         934        4,878
   Repayment of other borrowed funds ......................................................           -       (6,505)
   Advances from the FHLB .................................................................      27,307       22,296
   Repayments to the FHLB .................................................................     (10,000)     (27,704)
   Repayment of notes payable .............................................................           -       (9,667)
   Cash dividends paid on preferred stock .................................................         (99)        (113)
   Cash dividends paid on common stock ....................................................           -         (114)
   Sales of stock and stock options exercised .............................................           -       13,422
   Repurchase of common stock .............................................................        (445)         (16)
                                                                                               ---------    --------
Net cash from financing activities ........................................................      42,789       60,454

NET CHANGE IN CASH AND CASH EQUIVALENTS ...................................................     (13,140)       6,252
Cash and cash equivalents, beginning of period ............................................      44,986       31,290
                                                                                               ---------    --------

Cash and cash equivalents, end of period ..................................................    $ 31,846     $ 37,542
                                                                                               =========    ========

Supplemental disclosures:
   Interest paid ..........................................................................    $ 18,750     $ 20,268
   Income taxes paid ......................................................................       2,515        2,763

--------------------------------------------------------------------------------------------------------------------

                           See accompanying notes to the condensed consolidated financial statements.
</TABLE>



                                                      BankFirst Corporation | 6
<PAGE>




NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
BankFirst  Corporation
(Dollar amounts in thousands, except share and per share data)
(Unaudited)

BASIS OF PRESENTATION OF THE CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

Principles of Consolidation:  The consolidated  financial statements include the
accounts of BankFirst Corporation and its principal  wholly-owned  subsidiaries,
BankFirst,  The First National Bank and Trust Company  (together  referred to as
the  "Banks"),  and  BankFirst  Trust  Company,  and  BankFirst's   wholly-owned
subsidiary,  Curtis Mortgage Company, collectively referred to as the "Company".
All significant  inter-company balances and transactions have been eliminated in
consolidation.

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial  information,   and  accordingly  they  do  not  include  all  of  the
information and footnotes required by generally accepted  accounting  principles
for complete financial statements. In the opinion of management, all adjustments
(consisting  of  normal  recurring  accruals)  considered  necessary  for a fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 1999 are not  necessarily  indicative of the results
that may be expected for the year ended December 31, 1999.

Borrowings:  Repurchase  agreements  and Federal  Funds  purchased are generally
overnight  borrowings.  Federal  Home Loan Bank  ("FHLB")  advances  consist  of
variable rate long-term advances, which exceed one year.

Reclassifications:  Certain  items in the 1998  financial  statements  have been
reclassified to conform to the 1999 presentation.

COMPUTATION OF EARNINGS PER SHARE

-------------------------------------------------------------------------------

Basic earnings per share is based on weighted average common shares outstanding.
Diluted  earnings per share further assumes  issuance of any dilutive  potential
common  shares.  Earnings  per  share  are  restated  for all  subsequent  stock
dividends and splits.

A  reconciliation  of the numerators and denominators of the earnings per common
share and earnings per common share assuming dilution computations are presented
below (in thousands, except share data):

<TABLE>
<CAPTION>

                                                                        Three Months Ended             Nine Months Ended
                                                                             Sept. 30,                     Sept. 30,
                                                                       1999           1998            1999            1998
                                                                  ----------------------------    -----------------------------
BASIC
<S>                                                               <C>             <C>             <C>             <C>
Net income ....................................................   $      2,294    $      1,677    $      6,565    $      4,857
Less:  Dividends declared on preferred stock ..................            (33)            (36)            (99)           (113)
Net income available to common stockholders ...................   $      2,261    $      1,641    $      6,466    $      4,744
                                                                  ============    ============    ============    ============

Average common shares outstanding .............................     11,359,843      10,410,370      11,370,290      10,133,770
Earnings per share ............................................   $       0.20    $       0.16    $       0.57    $       0.47

DILUTED
Net income available to common stockholders ...................   $      2,261    $      1,641    $      6,466    $      4,744
Add:  dividends upon assumed
  conversion of preferred stock ...............................             33              36              99             113
                                                                  ------------    ------------    ------------    ------------
Net income available to common
  stockholders assuming conversion ............................   $      2,294    $      1,677    $      6,565    $      4,857
                                                                  ============    ============    ============    ============

Weighted average common shares outstanding ....................     11,359,843      10,410,370      11,370,290      10,133,770
Weighted average dilutive convertible preferred stock .........        558,992         646,218         558,992         661,304
Dilutive common stock options at average market price .........        318,061         474,733         367,411         474,733
                                                                  ------------    ------------    ------------    ------------

Weighted average diluted shares outstanding ...................     12,236,896      11,531,321      12,296,693      11,269,807
                                                                  ============    ============    ============    ============
Earnings per share assuming dilution ..........................   $       0.19    $       0.15    $       0.53    $       0.43
</TABLE>


                                                      BankFirst Corporation | 7
<PAGE>


ITEM 2.

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


OVERVIEW

The  following   discussion   and  analysis  is  presented  to  facilitate   the
understanding of the consolidated  financial  position and results of operations
of BankFirst  Corporation.  The  consolidated  financial  information  discussed
herein primarily reflects the activities of the Company's wholly owned community
bank subsidiaries, BankFirst ("BankFirst") and The First National Bank and Trust
Company  ("FNB").  The discussion  identifies  trends and material  changes that
occurred during the reported  periods and should be read in conjunction with the
consolidated  financial  statements and accompanying  notes appearing  elsewhere
herein.  The periods included within this document are the three months and nine
months ending September 30, 1999 and 1998.

BankFirst  Corporation,  a  Tennessee  corporation,  is a bank  holding  company
headquartered in Knoxville,  Tennessee that focuses on meeting the banking needs
of East  Tennessee  businesses and residents  through a  relationship  oriented,
community  bank business  strategy.  The Company  conducts its banking  business
through  BankFirst,  which has 24 offices in Knox,  Sevier,  Blount,  Loudon and
Jefferson  Counties,  and through FNB,  with six offices in McMinn  County.  The
Company's operations  principally involve commercial and residential real estate
lending,  commercial  business lending,  consumer lending,  mortgage  servicing,
construction  lending and other financial services,  including trust operations,
credit cards services and brokerage services.


FINANCIAL
CONDITION

Total  assets  grew  from $748  million  at  year-end  1998 to $793  million  at
September 30, 1999, a $45 million increase. The primary growth in assets was due
to a $68 million  increase in loans net of allowance,  offset partially by a $14
million  reduction  in  mortgage  loans held for sale.  This net loan growth was
driven from increases of commercial  loans by $45 million and installment  loans
by  $9  million.   For  the  nine  months  ended   September   30,   1999,   the
mortgage-banking  subsidiary of BankFirst  purchased and originated $135 million
of loans and sold $149 million to the secondary market.

During the nine months ended September 30, 1999,  total  liabilities grew by $42
million to $708 million, a 6.3% increase.  Deposit growth represented nearly $15
million of this increase, almost all of which was interest bearing. Federal Home
Loan Bank ("FHLB") advances  accounted for another $17 million and federal funds
purchased  were increased by $7 million.  The Company used these  liabilities to
fund its loan demand, which has grown this year at an annualized rate of 18%.

From  year-end  1998 to  September  30,  1999,  equity  increased by a net of $3
million,  consisting of net earnings of over $6 million,  a preferred stock cash
dividend of $99  thousand,  and less a $3 million  reduction  in the  difference
between the fair value and amortized  cost of securities  held for sale,  net of
their related tax effect.

During the third  quarter of 1999,  the  Company  repurchased  a total of 49,330
shares of its common  stock (the "Common  Stock") at an average  market price of
$9.01 for a total cost of $445 thousand.  This repurchase was in accordance with
the  Company's  authorization  by its  Board of  Directors  on June 17,  1999 to
acquire  up  to  100,000  shares  of  the  Common  Stock,   representing  up  to
approximately  0.9%  of  the  total  Common  Stock  outstanding.  Management  is
authorized to repurchase the remaining 50,670 shares of Common Stock on the open
market from time to time, and will continue to monitor market  conditions of its
Common Stock to assess the most logical deployment of the Company's capital.

The Tier 1 leverage capital ratio remained consistent at 10.7% for both year-end
1998 and as of  September  30,  1999 . This ratio  maintains  the Company in the
"well capitalized" category.

Management  expects the Company's growth to continue through expansion of retail
locations,  expansion of products and  services,  including  mortgage  servicing
opportunities by Curtis Mortgage  Company and trust services  through  BankFirst
Trust Company, and possible future mergers or acquisitions. At the present time,
the Company has no present agreements,  arrangements or commitments with respect
to any other acquisition.



                                                      BankFirst Corporation | 8
<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


RESULTS OF
OPERATIONS

Net income  increased  $617  thousand,  or 36.8%,  to $2.3 million for the third
quarter of 1999. Year to date net income for the nine months ended September 30,
1999 rose to $6.6 million, up 35.2% from the $4.9 million earned during the same
period last year.

Net interest income on a tax equivalent  basis rose $1.0 million,  or 12.5%, for
the third quarter of 1999 from the  comparable  1998 period and  increased  $2.0
million or 8.5% for the nine months ended  September  30, 1999,  compared to the
same period last year. The increase in net interest  income for the  comparative
quarter  and for the year was due  primarily  to an  increase  in total  average
earning assets and a proportionate increase of earning assets invested in loans,
which represent the Company's highest yielding assets.

The Company's net interest  spread and net interest margin for the third quarter
of 1999 were 4.09% and 4.81%,  respectively,  as compared to 3.95% and 4.80% for
the same quarter last year. On a year-to-date basis, these ratios were 4.10% and
4.80% at  September  30, 1999 as compared to 4.17% and 4.95% for the  comparable
1998 period.  The trend over the last twelve  months has been that the Company's
margin and spread have declined  slightly due to  competitive  pressures on loan
rates and  higher  costs  associated  with  borrowing  costs of  funds,  such as
interest-bearing  deposits,  federal  funds,  and FHLB  advances.  This trend of
competitive pressures is expected to continue into the foreseeable future.


NONINTEREST
INCOME

Noninterest income of $2.5 million for the third quarter of 1999 compared evenly
with $2.6  million for the same  quarter  last year.  For the nine month  period
ended September 30, 1999, total  noninterest  income of $8.0 million was up $1.1
million, or 16.8%, as compared to the same period in 1998.

Deposit  account  service  charges  and fees grew 5.5% to $1.2  million  for the
quarter and grew 11.9% to $3.1 million for the year to date,  as compared to the
previous year periods.  Increases occurred mainly in service charges on checking
accounts and overdraft fees.

Mortgage  banking  revenues  account for a significant  portion of the Company's
operating  noninterest income and include origination fees, points, gain or loss
on sales of loans, loan servicing  income,  and recognition of the value of loan
servicing.   The   value  of   servicing   rights   on   mortgage   loans   sold
"servicing-retained"  is recognized  as an asset,  with a  corresponding  amount
recorded as income;  the asset is amortized  over the expected  life of the loan
since the amount of servicing  income earned on each loan declines in proportion
to the loan balance.  Net gains and losses on loans, coupled with loan servicing
income and related  amortization,  were $654  thousand for the third  quarter of
1999,  compared to $901  thousand  for the same period last year,  and were $2.7
million for the nine months ended  September 30, 1999,  compared to $2.4 million
for the same period in 1998.

The interest rate environment  heavily  influences  secondary market residential
loan originations and consumer refinance activity.  Market interest rates in the
third quarter of 1999 were above third  quarter 1998 levels,  which led to lower
secondary market originations and sales volumes.  As a result,  gains from sales
of loans  decreased to $659 thousand for the three month period ended  September
30, 1999 compared to $801 thousand  during the same period last year.  Given the
rise in interest  rates,  management  believes that the  secondary  market sales
volume,  comprised of fixed rate products, will continue to decline from current
levels if interest rates do not decline. Gains from sales of loans for the first
nine months of 1999  compared to the same period last year are up $787  thousand
primarily  as a result of an  increase in loan sales  volumes  during the entire
nine month  period and  selling  loans at a higher  margin  than during the same
period in 1998.



                                                      BankFirst Corporation | 9
<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


NONINTEREST
EXPENSE

Noninterest  expense  decreased  $92  thousand,  to $7.2  million  for the third
quarter of 1999, and decreased $905 thousand to $21.7 million for the first nine
months of 1999  over the  comparable  1998  period.  The  primary  component  of
noninterest expense is salaries and benefits,  which increased $141 thousand for
the third  quarter of 1999 from a year  earlier,  and increased to $12.1 million
for the nine months ended  September  30, 1999,  from $11.0 million for the same
period in 1998.  Occupancy  expense,  office  and  equipment  expense,  and data
processing  fees,  collectively  accounting for $6.1 million of the 1999 year to
date noninterest  expense,  increased $417 thousand or 7.3% when compared to the
same period last year, which was mainly  attributable to branch  expansion,  new
customer growth, and new product offerings.

The "Other  Noninterest  Expense" category reflects a reduction in 1999 expenses
for both the  quarter and the year to date,  as compared to the same  periods in
1998,  largely due to merger related  expenses  occurring last year that did not
occur this year. For the third quarter of 1999,  other  noninterest  expense was
$1.1  million  compared to $1.4  million for the same period last year,  and was
$3.0  million  for the nine months  ended  September  30, 1999  compared to $3.8
million for the same period in 1998.



PROVISION FOR CREDIT LOSSES AND ASSET QUALITY

The  provision for credit losses was $522 thousand for the third quarter of this
year,  compared  to $320  thousand  for the same  quarter in 1998.  For the nine
months ended September 30, 1999, the provision was $1.4 million, a 1.3% increase
above the comparable  period last year. The relatively minor  fluctuation in the
provision was  attributable to generally stable  delinquency  percentages on the
loan portfolio. The Company experienced net charge-offs of $245 thousand for the
third quarter of 1999 and $624  thousand on a  year-to-date  basis,  compared to
$333 thousand and $729 thousand for the same periods last year. The year-to-date
1999 ratio of net charge-offs to average loans is 0.12%.

The provision for credit losses represents  charges made to earnings to maintain
an adequate  allowance for loan losses and other credit losses. The allowance is
maintained  at an amount  believed to be sufficient to absorb losses in the loan
portfolio. Factors considered in establishing an appropriate allowance include a
careful  assessment  of the  financial  condition of the  borrower;  a realistic
determination of the value and adequacy of underlying collateral;  the condition
of the local economy and the condition of the specific industry of the borrower;
a  comprehensive  analysis  of the levels and trends of loan  categories;  and a
review of delinquent  and  classified  loans.  The Company  applies a systematic
process for determining the adequacy of the allowance for loan losses  including
an internal loan review  function and a monthly  analysis of the adequacy of the
allowance.  The monthly analysis  includes  determination of specific  potential
loss factors on individual  classified loans,  historical potential loss factors
derived from actual net charge-off experience and trends in nonperforming loans,
and  potential  loss  factors  for  other  loan  portfolio  risks  such  as loan
concentrations, local economy, and the nature and volume of loans.

The recorded  values of loans  actually  removed from the  consolidated  balance
sheets are referred to as  charge-offs  and,  after  netting out  recoveries  on
previously  charged-off assets, become net charge-offs.  The Company's policy is
to  charge  off  loans,  when,  in  management's  opinion,  the  loan is  deemed
uncollectible, although concerted efforts are made to maximize recovery.



                                                      BankFirst Corporation | 10
<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


With the escalation of concern about credit quality throughout the industry, the
Company has taken a proactive  stance  regarding  its loan  quality.  During the
third  quarter of 1999,  the Company  placed two larger  credits  totaling  $2.5
million on a nonperforming  status. As a result, total nonperforming loans as of
September  30, 1999 were $4.2  million  compared to $2.9 million as of September
30,  1998.  Management  will  continue  to monitor  its  markets and will take a
conservative position regarding credit quality.



<TABLE>
<CAPTION>

                                                                        NON-PERFORMING ASSETS
                                                                            (IN THOUSANDS)
                                                         SEPT. 30    June 30   Mar. 31  Dec. 31   Sept. 30
                                                             1999       1999      1999     1998       1998
                                                         --------    -------   -------  -------   --------

PRINCIPAL BALANCE
-----------------


<S>                                                       <C>         <C>       <C>       <C>       <C>
Nonaccrual .............................................. $  3,017    $  534    $  888    $  537    $1,963
90 days or more past due and still accruing .............    1,173     2,535     2,308     1,971       917
                                                          --------    ------    ------    ------    ------

    Total nonperforming loans ........................... $  4,190    $3,069    $3,196    $2,508    $2,880
                                                          ========    ======    ======    ======    ======

Nonperforming loans as a percent of loans ...............     0.73%     0.56%     0.61%     0.49%     0.58%

Other real estate owned ("OREO") ........................ $    814    $1,039    $1,442    $1,290    $  928

OREO as a percent of loans ..............................     0.14%     0.19%     0.28%     0.25%     0.19%

Allowance as a percent of
nonperforming loans .....................................   176.13%   231.44%   217.77%   263.24%   235.94%
</TABLE>




                                                      BankFirst Corporation | 11
<PAGE>

MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


LIQUIDITY AND CAPITAL ADEQUACY

Liquidity management is both a daily and long-term responsibility of management.
The Company  adjusts its  investments  in liquid  assets and long and short term
borrowings,  based upon  management's  consideration  of expected  loan  demand,
expected  deposit flows and securities  sold under  repurchase  agreements.  The
Company  believes it has the ability to raise deposits quickly within its market
area by slightly  raising interest rates, but has typically been able to achieve
deposit growth without paying above market interest rates.  The current strategy
calls for the  subsidiary  banks to be no higher  than  second  highest in their
pricing as compared to their primary competitors. Deposit growth has funded most
of the  significant  asset growth in the past several  years,  but has decreased
modestly as a percent of total funding.

The Company actively solicits customer cash management relationships which often
includes a securities  repurchase  agreement  feature.  Under these  agreements,
commercial  customers are able to generate  earnings on otherwise  idle funds on
deposits with the subsidiary banks. These accounts are considered volatile under
regulatory  requirements,  although  the  Company  has found them to be a steady
source of funding. The Company has been able to maintain customer  relationships
because of its strong business lending  program.  While more costly than deposit
funding,  these deposit-related  accounts are typically the lowest cost borrowed
funds available to the Company.

The primary source of capital for the Company is retained earnings.  The Company
paid  cash  dividends  of  $99  thousand  with  respect  to  its   noncumulative
convertible  preferred  stock,  for the first nine  months of 1999.  The Company
retained $6.5 million of earnings for the first nine months of 1999.

The  Company  and its  bank  subsidiaries  are  subject  to  regulatory  capital
requirements  administered  by  federal  and  state  banking  agencies.  Capital
adequacy   guidelines  and  prompt   corrective   action   regulations   involve
quantitative  measures of assets,  liabilities,  and certain  off-balance  sheet
items calculated under regulatory  accounting  practices.  The prompt corrective
action  regulations  provide five  classifications,  including well capitalized,
adequately capitalized, under capitalized,  significantly under capitalized, and
critically  under  capitalized,  although  these terms are not used to represent
overall financial  condition.  If under capitalized,  capital  distributions are
limited, as is asset growth and expansion, and plans for capital restoration are
required.

Under  guidelines  issued  by  banking  regulators,  the  Company  and its  bank
subsidiaries are required to maintain a minimum Tier 1 risk-based  capital ratio
of 4% and a minimum total  risk-based  ratio of 8%.  Risk-based  capital  ratios
weight the relative risk factors of all assets and consider the risk  associated
with off-balance sheet items.

The  Company's  Tier 1 risk-based  and total  risk-based  ratios were 13.43% and
14.55%,  respectively,  as of September 30, 1999.  Both bank  subsidiaries  also
individually met the definition of "well capitalized" as of September 30, 1999.



                                                      BankFirst Corporation | 12
<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation


Market Risk

The Company uses an earnings  simulation  model to analyze net  interest  income
sensitivity.  Potential  changes in market  interest rates and their  subsequent
effect on interest income is then  evaluated.  The model projects the effects of
instantaneous  movements in interest rates of 100 and 200 basis points.  A limit
of 25 basis  points  movement  per  month  was  recently  added to the  model to
approximate  historical  interest  rate  movements by the Federal  Reserve Bank,
which  are  traditionally  made in 25  basis  point  increments.  This is a more
realistic  scenario,  and reduces the  effects of interest  rate  changes on the
model.

Actual  results  will differ from the model's  simulated  results due to timing,
magnitude,  and frequency of interest rate changes, as well as changes in market
conditions and the applications of various management strategies.

Even though the Company's  cumulative gap at one year is negative,  the earnings
simulation  model  indicates  that an increase in interest  rates of 100 and 200
basis points would result in increased  net interest  income of $501 thousand (a
1.77%  increase from a flat rate  scenario) and $740 thousand (a 2.62%  increase
from flat rates), respectively.  This occurs because management believes that if
overall  market  interest  rates  increase,  the  market  would not  require  an
immediate,  corresponding repricing of non-term deposit liabilities.  A decrease
in interest  rates of 100 and 200 basis points  would  result in  decreased  net
interest  income of $281  thousand (a 0.99%  decrease  from flat rates) and $361
thousand (a 1.28% decrease from flat rates), respectively.

The Company's cumulative gap at one year as of December 31, 1998, indicated that
an  increase  in  interest  rates of 100 and 200 basis  points  would  result in
increased  net interest  income of $720  thousand (a 2.35%  increase from a flat
rate   scenario)   and  $1.6  million  (a  5.14%   increase  from  flat  rates),
respectively.  A decrease  in interest  rates of 100 and 200 basis  points as of
December 31, 1998, would result in decreased net interest income of $1.3 million
(a 4.21%  decrease from flat rates) and $1.7 million (a 5.68% decrease from flat
rates), respectively.

The impact of interest  rate changes was less severe as of  September  30, 1999,
compared to  December  31,  1998.  This is a result of the  improvements  in the
modeling  system,  which more  accurately  reflect  historical  rate  movements.
However, the model continues to show a projected decrease in net interest income
from a decrease in interest  rates,  and the opposite effect from an increase in
interest rates.


                                                      BankFirst Corporation | 13
<PAGE>


MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF  FINANCIAL  CONDITION  AND RESULTS OF
OPERATIONS
BankFirst Corporation



YEAR 2000

The Company has  implemented  plans to address Year 2000  compliance.  The issue
arises from the fact that many existing  computer  programs use only a two digit
field to identify the year. These programs were designed without considering the
impact once the calendar  year rolls over to "00".  If not  corrected,  computer
applications could fail or create inaccurate results by or at the Year 2000.

The Company initiated a comprehensive  Year 2000 compliance program in mid-1997.
This included an Awareness and Assessment phase and a Remediation phase, and the
Company began a comprehensive  Testing phase during 1998.  BankFirst  affiliated
data processing  service bureau  implemented  new software,  which has been Year
2000-certified,  and BankFirst  completed its conversion to this new software in
April  1998.  Conversion  to the new host  system  necessitated  an  upgrade  of
BankFirst's  personal  computers and their  operating  systems,  which have been
tested for Year 2000  compliance.  FNB's data processing  service bureau is also
Year 2000 ready. Curtis Mortgage Company converted its existing servicing system
to a Year  2000-compliant  new servicing  system during July,  1999.  Management
believes the Company's Year 2000 program is on target with the goals established
by its regulators,  in that it has 100% of its mission-critical testing complete
in   out-sourced,   host-based   services,   as   well  as  its   internal   and
third-party-supported,  mission-critical systems. Facilities,  office equipment,
supplies,  security equipment,  HVAC and elevator systems have all been assessed
and, where possible,  tested.  All testing of both internal and external systems
was satisfactorily completed before September 30, 1999.

The Company has  evaluated  its Year 2000  compliance-related  credit risk,  and
Management  believes that the overall risk is low due to the high  concentration
of hotel/motel  and real estate credit  relationships.  Larger  Commercial  Loan
customers  maintaining  total credit  relationships of $500,000 or more with the
Company have been aggressively evaluated by their Relationship Manager regarding
their  possible  Y2K credit risk.  Year 2000 credit risk  analysis is an ongoing
monitoring and evaluation effort within the Banks.

Management  believes that the total costs of becoming Year 2000  compliant  have
not and will not be material.  During  1998,  BankFirst  incurred  approximately
$163,750  in both  hard and soft  costs  regarding  its Year 2000  efforts.  The
Company has attempted to calculate internal salary hours applied to this effort,
and this value is included in the 1998 and 1999 expense,  as  appropriate.  Year
2000 project costs for 1999 are anticipated to be  approximately  $250,000,  and
most of this expense was incurred during the first six months of the year.

Management  understands  the  broad  scope of the Year  2000  issue and thus has
developed a Year 2000 program which includes  monitoring of those other entities
with which it routinely interacts,  including suppliers,  creditors,  borrowers,
customers and other financial service  organizations.  While monitoring of these
entities allows the Company to assess its possible Year 2000-related  risks, the
Company  also  has  been  developing  a   broad-spectrum   business   resumption
contingency  plan  designed  to  minimize  adverse  impact to  mission  critical
systems.  The plan includes  analysis of customer  demand for currency and funds
availability.  The plan also  consists of  developing  and  testing  alternative
methods and  locations for core service  delivery and  operations  support.  The
Company  is  currently  in an  aggressive  testing  schedule  for this  business
resumption  contingency  plan,  and  indications  to  date  are  that  no  major
modifications  to the plan will be required.  Additionally,  each Bank's service
bureau  maintains a contingency  plan for data  processing.  The service bureaus
each house a second,  tested,  Year 2000 compliant system in the event of system
failure.  The service bureaus also maintain an off-site data  processing  system
with a third-party  data processor in the event of critical power failure.  Both
contingency systems have been certified Year 2000 compliant and have been tested
by the banks using post-January 2000 dates.

Management  believes  that the  Company  and its  affiliates  are  currently  in
compliance with each applicable directive issued by bank regulation authorities.



                                                      BankFirst Corporation | 14
<PAGE>


BANKFIRST CORPORATION





NEW ACCOUNTING AND REPORTING REQUIREMENTS

SFAS NO. 133,  "ACCOUNTING  FOR  DERIVATIVE  FINANCIAL  INSTRUMENTS  AND HEDGING
ACTIVITIES".  SFAS No.  133  requires  companies  to record  derivatives  on the
balance sheet as assets or  liabilities  at fair value.  Depending on the use of
the derivatives and whether they qualify for hedge  accounting,  gains or losses
from  changes in the value of such  derivatives  would  either be  recorded as a
component of net income or as a change in stockholders'  equity. Until recently,
BankFirst was required to adopt the new standard as of January 1, 2000. However,
in July, 1999 the Financial Accounting Standards Board issued SFAS 137 to extend
the  implementation  date of SFAS 133 until January 1, 2001.  Management has not
yet determined the impact of this standard.

FDIC   IMPROVEMENT  ACT  OF  1991   ("FDICIA").   The  FDICIA   stipulates  many
responsibilities  of  financial  institutions,  their boards of  directors,  and
accountants. Many of the provisions have already been effective for the Company;
however,  there are certain  filing  requirements  which are only  applicable to
banks with assets over $500 million. This threshold is measured on an individual
bank basis,  not on  consolidated  assets.  BankFirst,  taken alone,  is already
subject to this act.  As a result,  BankFirst  is  required  to comply  with the
FDICIA reporting requirements during 1999. FNB had total year-end 1998 assets of
$196  million,  and is not  anticipated  to be subject  to the FDICIA  reporting
requirements for the foreseeable future.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------------------

This information is disclosed in Item 2.,  Management's  Discussion and Analysis
 of Financial Condition and Results of Operations.

PART III.- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------------

(A)  EXHIBITS

27   Financial  Data Schedule  (filed  electronically  with the  Securities and
     Exchange Commission)

(B)  REPORTS ON FORM 8-K:

     None were filed during the quarter ended September 30, 1999.

SIGNATURES
-------------------------------------------------------------------------------

Pursuant  to the  requirements  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.

BANKFIRST CORPORATION

November 12, 1999    C. DAVID ALLEN
                     C. David Allen
                     Chief Financial Officer



                                                      BankFirst Corporation | 15