EXHIBIT 23.1
INDEPENDENT AUDITORS CONSENT OF SHEARER TAYLOR & CO.
[LETTERHEAD OF SHEARER TAYLOR & CO.]
We have issued our report dated January 31, 2000, accompanying
the consolidated financial statements of First M&F Corporation incorporated
by reference in the Annual Report of First M&F Corporation on Form 10-K for
the year ended December 31, 1999. We hereby consent to the incorporation by
reference of said reports in this Registration Statement on Form S-3 and to the
use of our name as it appears under the caption Experts.
/s/ Shearer, Taylor & Co., P.A.
Ridgeland, Mississippi
July 17, 2000