M&M FINANCIAL CORP /SC/, S-3D, 1997-09-24

M&M FINANCIAL CORP /SC/
S-3D, 1997-09-24
NATIONAL COMMERCIAL BANKS

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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM S-3

REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

M&M FINANCIAL CORPORATION
(Exact Name of Registrant as specified in its charter)

SOUTH CAROLINA 57-0771433
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

307 North Main Street, Marion, South Carolina 29571-0929
(803) 431-1000
(Address, including zip code and telephone number, including area
code, of registrant's principal executive offices)

Chester A. Duke
M&M Financial Corporation
307 North Main Street
Marion, SC 29571-0929
(803) 431-1000
(Name, address, including zip code and telephone number,
including area code, of agent for service)

Copy to:
Ann W. Langston
Gerrish & McCreary, P.C.
700 Colonial, Suite 200
Memphis, TN 38117
(901) 767-0900

Approximate date of commencement of proposed sale to the public: As soon as
possible after the effective date of this Registration Statement.

If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. /X/

If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /

<PAGE>

CALCULATION OF REGISTRATION FEE

===============================================================================================================================
<S> <C> <C> <C> <C>
Title of
each Class Proposed Proposed
of Offering Maximum Maximum
Securities Amount to Aggregate Aggregate Amount of
to be be Price Per Offering Registration
Registered Registered Unit (1) Price (1) Fee
- -------------------------------------------------------------------------------------------------------------------------------
Common
Stock,
$5.00 par
value per 100,000
share shares $13.00 $1,300,000 $394
===============================================================================================================================

(1) Initial offering price based on market value as set forth in
the Plan.

</TABLE>

<PAGE>

CROSS REFERENCE SHEET

(Pursuant to Item 501(b) of Regulation S-K showing the location in the
Prospectus of the information required by Form S-3.)

Item No. and Caption Heading in Prospectus

1. Forepart of the
Registration Statement Facing Page, Cross
and Outside Front Cover Reference Sheet, Outside
Page of Prospectus........................... Front Cover

2. Inside Front and Outside
Back Cover Pages of Inside Front Cover;
Prospectus................................... Outside Back Cover

3. Summary Information, Risk
Factors and Ratio of
Earnings to Fixed Charges.................... *

4. Use of Proceeds.............................. Use of Proceeds

5. Determination of Offering
Price........................................ Purchases

6. Dilution..................................... *

7. Selling Security Holders..................... *

8. Plan of Distribution......................... Purpose

9. Description of Securities Incorporation of Certain
to be Registered............................. Documents by Reference

10. Interests of Named
Experts and Counsel.......................... Experts

11. Material Changes............................. *

12. Incorporation of Certain Incorporation of Certain
Information by Reference..................... Documents by Reference

13. Disclosure of Commission
Position on
Indemnification for
Securities Act
Liabilities.................................. *

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

* Omitted since item is not applicable or answer is negative.

<PAGE>

PROSPECTUS

M&M FINANCIAL CORPORATION
DIVIDEND REINVESTMENT PLAN
---------------------------

100,000 shares of Common Stock
$5.00 par value per share

TO THE SHAREHOLDERS OF M&M FINANCIAL CORPORATION:

We are pleased to provide you this Prospectus describing the M&M Financial
Corporation Dividend Reinvestment Plan (the "Plan") for the Shareholders of M&M
Financial Corporation (the "Company"). The Plan offers our Shareholders the
opportunity to automatically reinvest the cash dividends from all of your M&M
Financial Corporation Common Stock in the purchase of additional shares of the
Common Stock. No brokerage commissions, fees or service charges will be paid by
Shareholders participating in the Plan for purchases made under the Plan.

Dividends will be reinvested on a semi-annual basis as paid. The Plan may
purchase shares of Common Stock in the open market for the accounts of
participants under the Plan or from the Company, as described herein.

You may enroll in the Plan by completing the enclosed Authorization Form and
returning it to M&M Financial Corporation, Dividend Reinvestment Plan
Administrator. Shareholders enrolled in the Plan will continue in the Plan
unless they notify the Plan Administrator in writing that they wish to withdraw
from participation.

If you do not wish to participate in the Plan, you do not need to take any
action. You will continue to receive your dividends, if and when declared, by
check.

Additional information about the Plan is provided in question and answer form in
this Prospectus. Should additional questions arise, please contact us.

Sincerely,

Chester A. Duke
President and
Chief Executive Officer
--------------------

This Prospectus relates to 100,000 shares of Common Stock, $5.00 par value per
share, of the Company registered for sale under the Plan. Please retain this
Prospectus for future reference.

<PAGE>

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES AUTHORITY NOR HAS THE COMMISSION OR
ANY STATE SECURITIES AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------

THE DATE OF THIS PROSPECTUS IS SEPTEMBER ___, 1997

<PAGE>

TABLE OF CONTENTS

Page

AVAILABLE INFORMATION.................................................... 1

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE ......................... 1

DIVIDEND REINVESTMENT PLAN . . . . . ................................... 3
PURPOSE................................................ 3
ADVANTAGES............................................. 3
PARTICIPATION.......................................... 4
ADMINISTRATION ................................................ 5
COSTS.................................................. 5
PURCHASES.............................................. 5
REPORTS TO PARTICIPANTS................................ 7
DIVIDENDS.............................................. 7
DISCONTINUATION OF PARTICIPATION....................... 7
WITHDRAWAL OF SHARES IN PLAN ACCOUNTS.................. 8
OTHER INFORMATION....................................... 9

USE OF PROCEEDS................................................. 12

EXPERTS................................................ 12

INDEMNIFICATION OF OFFICERS AND DIRECTORS....................... 12

APPENDIX I - Dividend Reinvestment Plan.................................A-1
APPENDIX II - Authorization Form.........................................A-6

<PAGE>

AVAILABLE INFORMATION

The principal executive offices of M&M Financial Corporation are located at 307
North Main Street, Marion, South Carolina 29571-0929 and its telephone number is
(803) 431-1000.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") and in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, NW, Washington, DC 20549, and at certain regional offices of the
Commission located at 75 Park Place, New York, NY 10007; and Everett McKinley
Dirksen Building, 219 South Dearborn Street, Room 1204, Chicago, IL 60604.
Copies of such material may also be obtained at prescribed rates by writing to
the Securities and Exchange Commission, Public Reference Section, Washington, DC
20549.

The Company has filed with the Commission a Registration Statement under the
Securities Act of 1933, as amended(the "Securities Act"), relating to the shares
of Common Stock offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement and the exhibits thereto,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. The Registration Statement may be inspected and
copied, at prescribed rates, at the public reference facilities maintained by
the Commission at the principal or regional offices of the Commission at the
addresses listed above.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents of the Company filed with the Commission are hereby
incorporated by reference, as of their respective dates, into this Prospectus
and made a part hereof:

1. Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996, and Quarterly Reports on Form 10-QSB for
the quarters ended March 31, 1997 and June 30, 1997; and

2. The description of the Common Stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the termination of this
Offering shall be deemed to be incorporated by reference into this Prospectus
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein or in any other subsequently filed document which also is or

<PAGE>

is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.

This Prospectus incorporates documents by reference which are not contained
herein or delivered herewith. The Company will provide without charge to each
person, including any beneficial owner, to whom this Prospectus has been
delivered, upon the written or oral request of such person, a copy of any or all
of the documents referred to above which have been or may be incorporated into
this Prospectus and deemed to be part hereof (other than exhibits to such
documents unless such exhibits are specifically incorporated by reference).
These documents are available upon request from Corporate Secretary, M&M
Financial Corporation, P.O. Box 929, Marion, South Carolina 29571-0929,
telephone (803) 431-1000.

<PAGE>

DIVIDEND REINVESTMENT PLAN

The provisions of the M&M Financial Corporation Dividend Reinvestment Plan (the
"Plan") are discussed in question and answer form below. Holders of shares of
the Common Stock of M&M Financial Corporation (the "Company") Common Stock (the
"Common Stock") who do not wish to participate in the Plan will continue to
receive cash dividends, if and when declared, by check, as in the past.
Shareholders owning shares of the Company's Common Stock who do wish to
participate in the Plan will need to provide the Company an Authorization Form
as discussed below.

The following description does not purport to be complete and is qualified in
its entirety by reference to the terms and conditions of the Plan, a copy of
which is attached as Appendix I to this Prospectus and is incorporated herein by
reference. All recipients of this Prospectus are urged to read the Plan in its
entirety.

PURPOSE

1. What is the purpose of the Plan? The purpose of the Plan is to provide
owners of the Company's Common Stock with a convenient way to invest
cash dividends in shares of Common Stock without any deduction for
brokerage commissions, service charges or other expenses.

The Plan provides that shares of Common Stock may be purchased in the
open market or from the Company for the accounts of participants. If
such shares are not purchased in the open market for the Plan, the Plan
provides that the Company may sell original issue shares of the Common
Stock to participants, whereby the Company would receive additional
funds for general corporate purposes.

ADVANTAGES

2. What are the advantages of the Plan? The participants in the
Plan may:

. Invest dividends on all shares of the Company's Common Stock
registered in their names automatically without specifically
having to take action at each dividend payment date.

. Invest the full amount of dividends since the Plan
permits fractional interests in the shares of Common
Stock held in the Plan.

. The individual shareholders will not incur any brokerage
fees and commissions for purchases under the Plan.

<PAGE>

. Avoid cumbersome safekeeping requirements through the
free custodial service for shares purchased through the
Plan.

. Avoid recordkeeping cost and inconvenience through the
free reporting provisions of the Plan.

PARTICIPATION

3. Who is eligible to participate? All record holders of shares
of the Company's Common Stock are eligible to participate in
the Plan.

4. How does a shareholder become a participant? A shareholder
may participate in the Plan by signing the Authorization Form
and returning it to the Plan Administrator. A return envelope
is provided for this purpose. An Authorization Form is
enclosed with this Prospectus and additional forms may be
obtained at any time by written request to Marion E. Freeman,
First National South, P. O. Box 929, Marion, South Carolina
29571-0929.

5. When may a shareholder join the Plan? A shareholder may join the Plan
at any time. If a shareholder withdraws from the Plan, such shareholder
must wait at least one year from the date of withdrawal to rejoin the
Plan. (See number 20 below).

If an Authorization Form specifying reinvestment of dividends is
received by the Plan Administrator five (5) days before the record date
is established for payment of a particular dividend, reinvestment will
commence with that dividend payment. If the Authorization Form is
received after that date, the reinvestment of dividends through the
Plan will begin with the next succeeding dividend.

Dividend payment dates for the Company's Common Stock currently are in
June and December. The first anticipated dividend payment date in 1997
for the Company's Common Stock for which the Dividend Reinvestment Plan
will be available will be in December, 1997. The Dividend Record Date
for determining shareholders who receive dividends normally precedes
the Dividend Payment Date by approximately two (2) weeks.

6. What does the Authorization Form provide? The Authorization
Form allows the shareholder to indicate if he or she desires
to participate in the Plan by checking the appropriate box.

Dividends on all Shares of Common Stock purchased for each
participant's account under the Plan will be automatically reinvested
in additional shares of Common Stock.

<PAGE>

ADMINISTRATION

7. Who administers the Plan for participants? First National
South (the "Plan Administrator") administers the Plan for
participants, arranges for the custody of share certificates,
keeps records, sends statements of account to participants and
performs other duties relating to the Plan. Shares of Common
Stock purchased under the Plan will be held by the Plan
Administrator and registered in the name of a nominee as agent
for the participants in the Plan.

COSTS

8. Are there any expenses to the participants in connection with purchases
under the Plan? No. All brokerage commissions or service charges will
be paid by the Company for open market purchases of shares. No
brokerage commissions or fees will be charged for purchases of shares
made through the Plan directly from the Company. In addition, all costs
of administration of the Plan will be paid by the Company.

PURCHASES

9. What will be the price of shares of Common Stock purchased under the
Plan? If shares are purchased through the Plan in the market, the
purchases will be made at prevailing market prices and the price to
each participant's account will be based upon the average price of all
shares of Common Stock so purchased. (See number 13 below).

If original issue shares are purchased through the Plan from the
Company, the price per share at which the shares of the Company's
Common Stock will be purchased will be the calculated market value,
determined by calculating the average price paid per share in all
current market trades known to the Company during the ninety (90) days
immediately preceding the date of purchase of shares from the Company
through the Plan. Only the shares that may be sold by the Company to
participants under the Plan are the subject of this Prospectus.

10. How many shares of Common Stock will be purchased for
participants? If you become a participant in the Plan, the
number of shares to be purchased depends on the amount of your
dividends, and the prevailing market price or the calculated
market value, as applicable, of the Common Stock. Your
account will be credited with that number of shares, including
fractions computed to four (4) decimal places, equal to the
total amount invested by you, divided by the average purchase
price per share paid for all shares purchased for the Plan
resulting from a specific dividend on the Company's Common
Stock.

<PAGE>

11. How many shares of Common Stock purchased under the Plan will
be original issue shares? The dividends to be reinvested will
first purchase shares of Common Stock available in the open
market. In the event that an insufficient amount or no shares
of the Common Stock are available in the open market, the
Company then plans to sell as many original issue shares of
its Common Stock as the dividends to be reinvested will
purchase. The Common Stock is not actively traded on any
market and it is not anticipated that a market will develop
that will make the necessary shares available for purchases in
the market.

12. If the Company elects to sell original issue shares to
participants, when will shares of Common Stock be purchased
under the Plan? Cash dividends on shares of Common Stock will
be applied to the purchase of additional shares of Common
Stock on Dividend Payment Dates. Participants will become
owners of the shares purchased for them under the Plan at the
Purchase Date on which such shares are purchased; however, for
federal income tax purposes the holding period will commence
on the following day.

13. If the Company elects to make market purchases for the Plan,
when will shares of Common Stock be purchased? Shares will
usually be purchased in the market within ten (10) business
days of the Purchase Date, subject to availability of shares
in the market and to applicable regulatory restrictions on
such purchases. Participants will become owners of shares
purchased for their account under the Plan upon settlement of
such purchases.

The Company will make every reasonable effort to reinvest all dividends
promptly after receipt. No interest will be paid on dividends pending
reinvestment.

14. Will certificates be issued for shares of Common Stock under
the Plan? Unless requested by a participant, certificates for
shares of Common Stock purchased under the Plan will not be
issued. All shares purchased will be held by a nominee of and
for the benefit of Plan participants. The number of shares
purchased for each participant's account under the Plan will
be shown on a statement of account. This feature protects
against loss, theft or destruction of stock certificates.

Certificates for any number of full shares credited to each
participant's account under the Plan will be issued without charge upon
each participant's written request. (See number 20 below for
instructions on certificate issuance). If a participant remains in the
Plan, any remaining full shares and fractional interests will continue
to be credited to each participant's account.

<PAGE>

The shares credited to the account of a participant under the Plan may
not be pledged as collateral security for a loan or other obligation of
a participant. A participant who wishes to pledge such shares must
request that certificates for such shares be issued in the
participant's name. Certificates representing fractional interest will
not be issued under any circumstances.

15. How long will dividends be held in the Plan if no shares of
Common Stock are available for purchase? The Company will make
every reasonable effort to reinvest all dividends promptly
after receipt, and the Company is not aware of any reason that
dividends could not be reinvested promptly. However, if for
any unforeseen reason the dividends cannot be reinvested in
Common Stock by the end of forty-five (45) days after the
Dividend Payment Date, the Company will distribute the
uninvested dividends to the participants.

REPORTS TO PARTICIPANTS

16. What kind of reports will be sent to participants in the Plan?
As soon as practical after each purchase each participant will
receive a statement of account showing the total number of
shares held in his account, the amount of dividends received
on the shares held in his account, the amount invested on his
behalf, the number of shares purchased, the price per share
and the date of acquisition of the shares. In addition, each
participant will continue to receive copies of the Company's
annual and other periodic reports to shareholders, proxy
statements and information for income tax reporting purposes.

DIVIDENDS

17. Will participants be credited with dividends on shares held in
their accounts under the Plan? Yes. The Plan Administrator
will receive dividends for all shares held in the Plan on the
Dividend Record Date and will credit such dividends to
participants' accounts on the basis of full shares and
fractional interests credited to those accounts. Such
dividends will be automatically reinvested in additional
shares of Common Stock, credited on the payable date of the
dividend.

DISCONTINUATION OF PARTICIPATION

18. How does a participant discontinue the reinvestment of dividends under
the Plan? A participant may discontinue the reinvestment of dividends
under the Plan by notifying the Plan Administrator in writing to that
effect. To be effective for any given Dividend Payment Date, notice of
withdrawal must be received fifteen (15) days before the Dividend
Record Date. Any notice of withdrawal received less than fifteen (15)
days

<PAGE>

prior to a Dividend Record Date will not be effective until dividends
paid for such record date have been reinvested and the shares credited
to the participant's Plan account.

19. What happens to a Participant's Shares in the Plan in the
Event of Death or Legal Incompetency? Upon receipt by the
Plan Administrator of notice of death or adjudication of
incompetency of a participant, no further purchases of shares
of Common Stock will be made for the account of such
participant. The shares and any cash held by the Plan for the
participant will be delivered to the appropriate designated
person upon receipt of evidence satisfactory to the Plan
Administrator of the appointment of a legal representative and
instructions from such representative regarding delivery.

WITHDRAWAL OF SHARES IN PLAN ACCOUNTS

20. How may a participant withdraw shares purchased under the Plan? A
shareholder who has purchased shares of the Company's Common Stock
under the Plan may withdraw all or a portion of such shares from his
Plan account by notifying the Plan Administrator in writing to that
effect and specifying in the notice the number of shares to be
withdrawn. This notice should be mailed to:

First National South
P. O. Box 929
Marion, SC 29571-0929
Attention: Marion E. Freeman

Certificates for whole shares of Common Stock so withdrawn will be
registered in the name of and issued to the Participant. In no case
will certificates representing fractional interests be issued. Any
notice of withdrawal received less than fifteen (15) days prior to a
Dividend Record Date will not be effective until dividends paid for
such record date have been reinvested and the shares credited to the
participant's Plan account. After withdrawal, a shareholder must wait
at least one year from the date of withdrawal to rejoin the Plan.

21. What happens to any fractional interest when a participant
withdraws all shares from the Plan? In lieu of a certificate
for any fractional interest, a participant will receive cash
in an amount equal to the last average per share purchase
price of Common Stock purchased for the Plan on the latest
Purchase Date prior to the effective date of the withdrawal
multiplied by the fractional interest. The amount of cash for
any fractional interest together with certificates for whole
shares will be mailed directly to the withdrawing participant
by the Plan Administrator.

<PAGE>

22. How may a participant transfer shares held in his account under the
Plan? A participant who wishes to transfer his shares held in his
account under the Plan must first withdraw those shares from the Plan,
following the procedure set out in number 20 above. Upon receipt of
certificates for such shares, the participant may transfer such shares
exactly as he or she would any other securities.

Shares credited to the account of a participant may not be assigned or
pledged. If a participant desires to assign or pledge the full shares
credited to the participant's account, a request for those shares to be
issued in the participant's name must be delivered to the Plan
Administrator as discussed above.

23. What happens when a participant who is reinvesting the cash
dividends on all or part of the shares registered in the
participant's name sells or transfers a portion of such
shares? If a participant who has reinvested the cash
dividends on the shares of Common Stock in his or her name
disposes of a portion of those shares with respect to which he
or she is participating in the Plan, the Company will continue
to reinvest the dividends on the remainder of such shares.

If a participant disposes of all shares of the Company's Common Stock
registered in his or her name, the Plan Administrator will, unless the
participant also withdraws all shares in his or her account under the
Plan, continue to reinvest the dividends on the shares held in his or
her Plan account.

OTHER INFORMATION

24. What happens if the Company has a Common Stock rights
offering, issues a stock dividend or declares a stock split?
Participation in any rights offering will be based upon both
the shares registered in a participant's name and the shares
(including fractional interests) credited to a participant's
Plan account. Any stock dividend or shares resulting from
stock splits with respect to full shares and fractional
interests credited to a participant's account will be credited
to such account.

25. How will a participant's Plan shares be voted at a meeting of
shareholders? All shares of Common Stock credited to a
participant's account under the Plan will be voted as the
participant directs. If on the record date for a meeting of
shareholders there are shares credited to the participant's
account under the Plan, the participant will be sent the proxy
material for such meeting. When the participant returns in a
timely fashion an executed proxy it will be voted in respect

<PAGE>

to all shares credited to the participant. All such shares
may be voted in person at the Shareholders' Meeting.

26. What are the Federal Income Tax consequences of participation
in the Plan? To the extent distributions by the Company to
its shareholders are treated as made from the Company's
earnings and profits the distributions will be dividends
taxable as ordinary income for federal income tax purposes.
The Company has sufficient earnings and profits that
participants can expect that the full amount of any
distribution under the Plan will be currently taxable to the
participants as dividends.

The full amount of dividends reinvested will, in the case of corporate
shareholders, be eligible for the dividends received deduction
available under the Internal Revenue Code, which will allow corporate
shareholders to exclude seventy percent (70%) of their dividends for
federal income tax purposes. The dividends received deduction is
increased to eighty percent (80%) if a corporate shareholder owns
twenty percent (20%) or more of the Company's Common Stock.

In the case of foreign or other shareholders, whose taxable income
under the Plan is subject to federal income tax withholding, the
Company will make the reinvestments net of the amount of tax required
to be withheld. Regular statements of accounts confirming purchases
made for such participants will indicate the amount of tax withheld.

The basis, for federal income tax purposes, of any shares acquired
through the Plan will be the average price at which all shares with
respect to a specific Dividend Payment Date were acquired. The holding
period for shares acquired through the Plan will begin on the day after
the last shares with respect to a specific Dividend Payment Date are
acquired by the Plan.

NO RULING OF ANY SORT HAS BEEN OBTAINED FROM THE INTERNAL REVENUE
SERVICE WITH RESPECT TO THE PLAN. PARTICIPANTS SHOULD CONSULT THEIR OWN
TAX ADVISORS FOR FURTHER INFORMATION WITH REGARD TO THE TAX
CONSEQUENCES OF PARTICIPATION IN THE PLAN.

27. What is the responsibility of the Plan Administrator? First
National South is the Plan Administrator. All communications
regarding the Plan should be addressed to First National
South, P. O. Box 929, Marion, South Carolina 29571-0929,
Attention: Marion E. Freeman. The telephone number of the
Plan Administrator is (803) 431-1000.

<PAGE>

The Plan Administrator receives the participant's dividend payments,
invests such amounts in additional shares of the Company's Common
Stock, maintains continuing records of each participant's account, and
advises participants as to all transactions in and the status of their
accounts. The Plan Administrator acts in the capacity of agent for the
participants.

All notices from the Plan Administrator to a participant will be
addressed to the participant at his last address of record with the
Plan Administrator. The mailing of a notice to the participant's last
address of record will satisfy the Plan Administrator's duty of giving
notice to such participant. Therefore, participants must promptly
notify the Plan Administrator in writing of any change of address.

Neither the Plan Administrator, participants' nominee or nominees nor
the Company shall have any liability for actions taken or omitted in
good faith pursuant to the Plan, including, without limitation, any
claim for liability arising out of failure to terminate a participant's
account upon such participant's death or adjudicated incompetency prior
to receipt of notice in writing of such death or adjudicated
incompetency, nor shall they have any duties, responsibilities or
liabilities except as are expressly set forth in the Plan.

The participant should recognize that neither the Company nor the Plan
Administrator can provide any assurance that shares of Common Stock
purchased under the Plan, will, at any particular time, be worth more
or less than their purchase price.

All transactions in connection with the Plan shall be governed by the
laws of the State of South Carolina.

28. When will the Plan become effective and may it be changed or
discontinued? The Plan will become effective for the anticipated
dividend to be paid in December, 1997, and for subsequent dividends
until such time as the Plan is suspended or terminated by the Company.

While the Company currently expects to continue a Dividend Reinvestment
Plan indefinitely, the Company reserves the right to suspend or
terminate the Plan at any time. It also reserves the right to modify
and interpret the Plan. Participants will be notified of any such
suspension, termination or any modification which materially affects
their rights under the Plan.

<PAGE>

USE OF PROCEEDS

The net proceeds from the sale of any Common Stock by the Company to the Plan
will be used for the Company's general corporate purposes, including investment
in, extensions of credit or advances to, the Company's banking subsidiary, First
National South.

EXPERTS

The consolidated financial statements of the Company and subsidiary as of
December 31, 1996, and 1995 and for each of the years in the three year period
ended December 31, 1996, included in the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1996, incorporated herein by reference, have
been incorporated herein in reliance upon the reports of Tourville, Simpson &
Henderson, independent certified public accountants, incorporated by reference
herein and upon the authority of that firm as experts in accounting and
auditing.

The validity of the Common Stock offered hereby has been passed upon for the
Company by Gerrish & McCreary, P.C., Attorneys, 700 Colonial, Suite 200,
Memphis, Tennessee 38117.

INDEMNIFICATION OF OFFICERS AND DIRECTORS

The South Carolina Business Corporation Act (the "ACT") empowers a corporation
to indemnify an individual made a party to a proceeding because he is or was a
director against liability incurred in the proceeding if: (i) he conducted
himself in good faith; and (ii) he reasonably believed: (a) in the case of
conduct in his official capacity with the corporation, that his conduct was in
its best interest; (b) in all other cases, that his conduct was at least not
opposed to its best interest; and (iii) in the case of any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. A director's
conduct with respect to an employee benefit plan for a purpose he reasonably
believed to be in the interests of the participants in and beneficiaries of the
plan is conduct that satisfies the requirement in (ii)(b) of this paragraph that
he reasonably believed his conduct was at least not opposed to the corporation's
best interest.

The termination of a proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the required standard of conduct.

A corporation may not indemnify a director in connection with: (i) a proceeding
by or in the right of the corporation in which the director was adjudged liable
to the corporation; or (ii) any other proceeding charging improper personal
benefit to him, whether or not involving action in his official capacity, in
which he was

<PAGE>

adjudged liable on the basis that personal benefit was improperly
received by him.

Indemnification is limited to reasonable expenses incurred in connection with
the proceeding.

The Act further provides that unless limited by its articles of incorporation, a
corporation shall indemnify a director who was wholly successful, on the merits
or otherwise, in the defense of any proceeding to which he was a party because
he is or was a director of the corporation against reasonable expenses incurred
by him in connection with the proceeding (hereinafter referred to as "Mandatory
Indemnification").

The Act also provides that a corporation may pay for or reimburse the reasonable
expenses incurred by a director who is a party to a proceeding in advance of
final disposition of the proceeding if: (i) the director furnishes the
corporation a written affirmation of his good faith belief that he has met the
required standard of conduct; (ii) the director furnishes the corporation a
written undertaking, executed personally or on his behalf, to repay the advance
if it is ultimately determined that he did not meet the required standard of
conduct; and (iii) a determination is made that the facts then known to those
making the determination would not preclude indemnification. The written
undertaking required in (ii) of this paragraph must be an unlimited general
obligation of the director but need not be secured and may be accepted without
reference to financial ability to make repayment.

Unless the articles of incorporation of a corporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. The court after giving any notice the court considers
necessary may order indemnification if it determines (i) the director is
entitled to Mandatory Indemnification, in which case the court also shall order
the corporation to pay the director's reasonable expenses incurred to obtain
court-ordered indemnification; or (ii) the director is fairly and reasonably
entitled to indemnification in view of all the relevant circumstances, whether
or not he met the required standard of conduct or was adjudged liable for
improperly receiving a personal benefit or liable to the corporation, but in
such instances his indemnification is limited to reasonable expenses incurred.

A corporation may not indemnify a director unless authorized in the specific
case after the proper determination has been made by the board of directors, by
special legal counsel or by the shareholders owning a requisite number of
shares.

<PAGE>

Unless a corporation's articles of incorporation provide otherwise, a
corporation may also indemnify and advance expenses to an officer, employee or
agent of the corporation who is not a director to the same extent as a director.

The Bylaws of M&M Financial Corporation contain the following indemnification
provision:

Indemnification. Any person, his or her heirs, executors, or
administrators, may be indemnified or reimbursed by the Corporation for
reasonable expenses actually incurred in connection with any action,
suit, or proceedings, civil or criminal, to which he or she or they
shall be made a party by reason of his or her being or having been a
director, officer, or employee of the Corporation of any firm,
corporation, or organization which he or she served in any such
capacity at the request of the Corporation: Provided, however, that no
person shall be so indemnified or reimbursed in relation to any matter
in such action, suit, or proceeding as to which he or she shall finally
be adjudged to have been guilty of or liable for gross negligence,
willful misconduct or criminal acts in the performance of his or her
duties to the Corporation: And provided further, that no person shall
be so indemnified or reimbursed in relation to any matter in such
action, suit, or proceeding which has been made the subject of a
compromise settlement except with the approval of a court of competent
jurisdiction, or the holders of record of a majority of the outstanding
shares of the Corporation, or the Board of Directors, acting by vote of
directors not parties to the same or substantially the same action,
suit or proceeding, constituting a majority of the whole number of
directors. The foregoing right of indemnification or reimbursement
shall not be exclusive of other rights to which such person, his or her
heirs, executors, or administrators, may be entitled as a matter of
law. The Corporation may, upon the affirmative vote of a majority of
its Board of Directors, purchase insurance for the purpose of
indemnifying its directors, officers and other employees to the extent
that such indemnification is allowed in the proceeding paragraph. Such
insurance may, but need not, be for the benefit of all directors,
officers, or employees.

The directors and officers of the Company are covered by an
insurance policy in the amount of $2,000,000, by The St. Paul
Insurance Company.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON

<PAGE>

AS HAVING BEEN AUTHORIZED BY THE COMPANY. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE THE DATE OF THIS PROSPECTUS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED
HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH
OFFER.

THIS PROSPECTUS DOES NOT CONTAIN ALL THE INFORMATION SET FORTH IN THE
REGISTRATION STATEMENT, CERTAIN PORTIONS OF WHICH HAVE BEEN OMITTED PURSUANT TO
THE RULES AND REGULATIONS OF THE COMMISSION, AND TO WHICH PORTIONS REFERENCE IS
HEREBY MADE FOR FURTHER INFORMATION WITH RESPECT TO THE COMPANY AND THE
SECURITIES OFFERED HEREBY. THE REGISTRATION STATEMENT MAY BE INSPECTED WITHOUT
CHARGE AT THE OFFICES OF THE COMMISSION, 450 FIFTH STREET, NW, WASHINGTON, DC
20549, AND COPIES OF ALL OR ANY PART OF IT MAY BE OBTAINED PROM THE COMMISSION
UPON PAYMENT OF THE PRESCRIBED FEES.

<PAGE>

APPENDIX I

DIVIDEND REINVESTMENT PLAN

The purpose of this Dividend Reinvestment Plan ("Plan") of M&M Financial
Corporation is to provide the holders of record of the Common Stock of M&M
Financial Corporation ("Company") with a simple and convenient method of
investing cash dividends in shares of the Common Stock of the Company. The Plan
is set forth upon the following terms and conditions:

1. All holders of record of shares of the Common Stock of the
Company are eligible to participate in the Plan. Beneficial
owners of Common Stock whose shares are held for them in
registered names other than their own, such as in the names of
brokers, bank nominees or trustees, should, if they wish to
participate in the Plan, either arrange for the holder of
record to join the Plan or have the shares they wish to enroll
for participation in the Plan transferred to their own names.

2. Any holder of record of shares of the Common Stock of the Company may
elect to become a participant in the Plan ("Participant") by returning
to FIRST NATIONAL SOUTH ("Bank") a properly completed Authorization
Form as attached hereto. The completed Authorization Form appoints the
Bank as agent in the capacity of Plan Administrator for the Participant
and:

(a) authorizes the Company to pay to the Bank for the
Participant's account all cash dividends payable on the
Common Stock which the Participant has enrolled in the
Plan;

(b) authorizes the Bank as agent to retain for credit to the
Participant's account any cash dividends and any shares
of Common Stock distributed as a non-cash dividend or
otherwise on the shares of Common Stock purchased
pursuant to the Plan ("Plan Shares") and credited to the
Participant's account and to distribute to the
Participant any other non-cash dividend paid on such Plan
Shares; and

(c) authorizes the Bank as agent to apply cash dividends to the
purchase of shares of Common Stock in accordance with the
terms and conditions of the Plan.

3. After receipt of a properly completed Authorization Form, the Bank will
open an account under the Plan as Plan Administrator and agent for the
Participant and will credit to such account:

(a) all cash dividends received by the Bank from the Company
on shares of Common Stock registered in the Participant's

A-1

<PAGE>

name and enrolled in the Plan by the Participant, commencing
with the first such dividends paid after receipt of the
Authorization Form by the Bank, provided that the
Authorization Form is received at least five (5) days prior to
the record date of the dividend;

(b) all full or fractional Plan Shares purchased for the
Participant's account after making appropriate deduction
for the purchase price of such shares;

(d) any shares of Common Stock distributed by the Company as
a dividend or otherwise on Plan Shares credited to the
Participant's account.

4. Cash dividends credited to a Participant's account will be
commingled with the cash dividends credited to all accounts
under the Plan and will be applied to the purchase of shares
of Common Stock of the Company. The price at which the Bank
shall be deemed to have acquired shares for the Participant's
account shall be the average price of all shares purchased by
it as agent for all Participants with the proceeds of a single
cash dividend. The Bank may purchase shares for the Plan in
the open market at the market price utilizing an independent
broker, or, if the Bank purchases newly issued shares or
treasury shares directly from the Company, the purchase price
at which the Bank shall acquire the shares shall be as
established by the Board of Directors of the Company based on
a calculation of the average price paid per share in all
trades known to the Company during the ninety (90) days
immediately preceding the date of purchase of shares from the
Company through the Plan (the "calculated market value"). A
Participant's account will be credited with fractional shares
computed to four decimal places. The Bank will make every
reasonable effort to reinvest all dividends promptly after
receipt. All dividends will be held pending investment in a
non-interest bearing account maintained by the Bank. If
shares are not available for purchase under the terms of this
Plan, the uninvested dividends will be distributed to Plan
participants forty-five (45) days after the Dividend Payment
Date.

5. The Bank will mail to each Participant as soon as practicable a
statement confirming each purchase of Common Stock made for his
account.

6. The Bank may hold the Plan Shares of all Participants together
in its name or in the name of its nominee. No certificates
will be delivered to a Participant for Plan Shares except upon

A-2

<PAGE>

written request or upon termination of the account. A Participant may
request certificates for any full shares credited to his account at any
time. A Participant may also make a blanket request that all
certificates for full shares be delivered to him at regular intervals
although the Bank reserves the right to suspend the policy of
delivering certificates upon blanket instructions if such policy leads
to a proliferation of certificates and becomes unduly burdensome. No
certificates will be delivered for fractional shares. Accounts under
the Plan will be maintained in the name in which the Participant's
certificates are registered when the Participant enrolls in the Plan,
and certificates for full shares will be similarly registered when
issued to the Participants. Certificates will be issued and registered
in names other than the account name, subject to compliance with
applicable laws and payment by the Participant of any applicable fees
and taxes, provided that the Participant makes a written request
therefor in accordance with the usual requirements of the Company for
the registration of a transfer of the Common Stock of the Company.

7. It is understood that the automatic reinvestment of dividends
does not relieve the Participant of any income tax which may
be payable on such dividends. The Bank will comply with all
applicable Internal Revenue Service requirements concerning
the filing of information returns for dividends credited to
each account under the Plan and such information will be
provided to the Participants by a duplicate of that form or in
a final statement of account for each calendar year. With
respect to foreign Participants whose dividends are subject to
United States income tax withholding, the Bank will comply
with all applicable Internal Revenue Service requirements
concerning the amount of tax to be withheld, which will be
deducted from the dividends prior to investment.

8. The Bank will forward, as soon as practicable, any proxy solicitation
materials to the Participants. The Bank will vote any full and/or
fractional Plan Shares that it holds for the Participant's account in
accordance with the Participant's directions. If a Participant does not
return a signed proxy, the Bank will not vote such shares.

9. A Participant may terminate his account at any time by giving
a written notice of termination to the Bank. Any such notice
of withdrawal received by the Bank less than fifteen (15) days
prior to a dividend record date will not become effective
until dividends paid on the dividend payment date have been
invested. The Company may terminate the Plan at any time.
Participants will be notified of any suspension, termination
or any modification which materially affects their rights
under the Plan.

A-3

<PAGE>

In all terminations or withdrawals, fractional interests held in the
Participant's account and not otherwise aggregated and sold will be
paid for in cash to the Participant in an amount equal to the last
average per share purchase price of the Common Stock purchased for the
Plan on the latest Purchase

Date prior to the effective date of the withdrawal or termination,
multiplied by the fractional interest.

10. The Participant shall notify the Bank promptly in writing of any change
in address. Notices or statements from the Bank to the Participant may
be given or made by letter addressed to the Participant at his last
address of record with the Bank, and any such notice or statement shall
be deemed given or made when received by the Participant or five days
after mailing whichever occurs first.

11. The Participant shall not sell, pledge, hypothecate, assign or transfer
any Plan Shares held for his account by the Bank, nor shall the
Participant have any right to draw checks or drafts against his
account. The Bank has no obligation to follow any instructions of the
Participant with respect to the Plan Shares or any cash held in his
account except as expressly provided under the terms and provisions of
this Plan.

12. The Company will either pay directly or reimburse the Bank for
the cost of administering the Plan, including but not limited
to the cost of printing and distributing Plan literature to
record holders of shares of the Common Stock of the Company,
forwarding proxy solicitation materials to Participants, and
mailing confirmations of account transactions, account
statements and other notices to Participants and reasonable
clerical expenses associated therewith.

13. Neither the Bank nor its nominee(s) shall be liable hereunder
for any act or omission to act by the Company or for any
action taken in good faith or for any good faith omission to
act, including, without limitation, any claims of liability
(a) arising out of failure to terminate the Participant's
account upon the Participant's death prior to receipt of
written notice of such death accompanied by documentation
satisfactory to the Bank; or (b) with respect to the prices at
which Plan Shares are either purchased or sold for the
Participant's account or the timing of, or terms on which,
such purchases or sales are made; or (c) for the market value
or fluctuations in market value after purchase of Plan Shares
credited to the Participant's account. The Company further
agrees to indemnify and hold harmless the Bank and its
nominee(s) from all taxes, charges, expenses, assessments,
claims and liabilities, and any cost incident thereto, arising
under federal or state law from the Bank's or the Company's
acts or omissions to act in connection with this Plan;

A-4

<PAGE>

provided that neither the Bank nor its nominee(s) shall be indemnified
against any liabilities or costs incident thereto arising out of the
Bank's or its nominee's own willful misfeasance, bad faith, gross
negligence or reckless disregard of its duty under this Plan.

14. It is understood that all purchases of Common Stock pursuant
to the Plan will be made by the Bank as the agent of the
Participant and that neither the Company nor any of its
affiliates shall have any authority or power to direct the
time and price at which securities may be purchased pursuant
to the Plan, the amount of securities to be purchased, or to
direct the selection of any broker or dealer through whom
purchases are to be made.

15. The Bank or the Company may terminate the Plan at any time by
written notice to the Participant. The terms and conditions
of this Plan may be amended by the Company at any time by
mailing of an appropriate notice at least thirty days prior to
the effective date thereof to the Participant at his last
address of record with the Bank. No waiver or modification of
the terms or conditions of the Plan shall be deemed to be made
by the Company unless in writing signed by an authorized
representative of the Company, and any waiver or modification
shall apply only to the specific instance involved.

16. This Plan, the Authorization Form incorporated herein and made a part
hereof, and the accounts of Participants maintained by the Bank under
this Plan shall be governed by and construed in accordance with the
laws of the State of South Carolina.

Dated: September 8, 1997

A-5

<PAGE>

APPENDIX II

AUTHORIZATION FORM
(FRONT)

Addressed to: Shareholders of Common Stock of M&M Financial
Corporation

By signing the authorization on the other side of this form and returning it to
us, you may participate in the M&M Financial Corporation Dividend Reinvestment
Plan as described in the accompanying Prospectus. You may elect by checking the
appropriate box to reinvest the cash dividends on your shares of Common Stock in
more shares of Common Stock of the Company.

[ ] I wish to reinvest my cash dividends on all my shares of
Common Stock.

(THIS IS NOT A PROXY. PLEASE SIGN THE AUTHORIZATION FORM ON
REVERSE SIDE.)

A-6

<PAGE>

APPENDIX II (cont.)

AUTHORIZATION FORM
(BACK)

AUTHORIZATION ____________
(Taxpayer ID No., if any)

TO: M&M FINANCIAL CORPORATION
and FIRST NATIONAL SOUTH
AS PLAN ADMINISTRATOR, OR
ITS DULY APPOINTED SUCCESSOR:

Upon my election to reinvest all of my cash dividends, I hereby authorize and
direct M&M Financial Corporation (the "Company") to pay to First National South
(the "Plan Administrator") for my account cash dividends payable to me on Common
Stock of the Company registered in my name.

I hereby appoint the Plan Administrator, or its duly appointed successor, as my
agent subject to the terms and conditions set forth in the M&M Financial
Corporation Dividend Reinvestment Plan (a copy of which I have received and
read). I hereby authorize it, to the extent I have indicated on the reverse side
or may properly indicate hereafter, to take all acts necessary to apply cash
dividends payable on shares of Common Stock of the Company registered in my name
to the purchase of full and fractional shares of Common Stock of the Company.

In the event that the certificates representing shares purchased by me are held
by the Plan Administrator or its nominee, I hereby authorize the Plan
Administrator or its nominee to merge such certificates into one or more
certificates of larger denominations.

This authorization and appointment is given with the understanding that I may
terminate it at any time by notifying the Plan Administrator in writing at least
fifteen (15) days before the record date of any dividend payment.

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

------------------------------------
PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEARS ON YOUR STOCK CERTIFICATE.
THIS AUTHORIZATION IS INVALID
UNLESS SIGNED BY ALL PERSONS WHOSE
NAMES APPEAR ON YOUR STOCK
CERTIFICATE.

Date: _______________, 1997.

A-7

<PAGE>

PART II. INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

The expenses incurred in connection with the issuance and distribution of the
securities registered hereon are:

Filing Fee......................... $394
*Blue Sky Fees and Expenses........ 1,555
*Accounting Fees and Expenses...... 250
*Legal Fees and Expenses........... $5,500
*Printing.......................... 3,000
*Miscellaneous..................... 100
------
Total.............................. $10,799
-------

*Estimated

Item 15. Indemnification of Directors and Officers.

Indemnification is limited to reasonable expenses incurred in connection with
the proceeding.

II-1

<PAGE>

The Bylaws of M&M Financial Corporation contain the following indemnification
provision:

II-2

<PAGE>

The directors and officers of the Company are covered by an
insurance policy in the amount of $2,000,000, by The St. Paul
Insurance Company.

Item 16. Exhibits

Exhibit Number Exhibit Description
4 Dividend Reinvestment Plan

5 Opinion re legality

24(a) Consent of accountant

24(b) Consent of counsel
(included in Exhibit 5)

II-3

<PAGE>

Item 17. Undertakings

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration statement;

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof;

3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering;

4. That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be
a new registration statement relating to the securities
offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering
thereof; and

5. To deliver or cause to be delivered with the prospectus, to
each person to whom the prospectus is sent or given, the
latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and
meeting the requirements of Rule 14a-3 or Rule 14c-3 under the
Securities Exchange Act of 1934; and, where interim financial
information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver,
or cause to be delivered to each person to whom the prospectus
is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to
provide such interim financial information.

II-4

<PAGE>

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Marion, State of South Carolina, on September 8,
1997.

M&M FINANCIAL CORPORATION

By: /s/
Chester A. Duke
President and
Chief Executive Officer

By: /s/
Marion E. Freeman
Chief Financial Officer

By: /s/
George H. Hardwick
Controller

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

Name Position Date

/s/ Chairman, President, 9/8/97
Chester A. Duke Director
(Chief Executive Officer)

/s/ Director 9/8/97
Charles B. McElveen

/s/ Director 9/8/97
J.M. McLendon

/s/ Director 9/8/97
Bruce Seigal

/s/ Director 9/8/97
Nancy B. Williams

II-5

<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Exhibit

3(i) *Articles of Incorporation, as amended

3(ii) *Bylaws, as amended

4 Dividend Reinvestment Plan

5 Opinion re legality

24(a) Consent of accountant

24(b) Consent of counsel
(included in Exhibit 5)

* Incorporated herein by reference to exhibits filed with Form
S-4 Registration Statement under the Securities Act of 1933,
Registration No. 33-75344.

II-6

<PAGE>

Exhibit 4

See Appendix I to Prospectus

<PAGE>

Exhibit 5
<PAGE>

September 8, 1997

M&M Financial Corporation
307 North Main Street
Marion, South Carolina 29571-0929

Re: Common Stock

Gentlemen:

You have requested our opinion relative to the validity of the common stock of
M&M Financial Corporation (the "Company") to be sold pursuant to the dividend
reinvestment plan described in a prospectus to be filed as part of a
registration statement on Form S-3 with the Securities and Exchange Commission
on or about September 24, 1997.

We have examined such corporate records and other documents and have made such
examinations of law as we have deemed relevant. Based on and subject to the
above, it is our opinion that:

1. The Company has been duly incorporated under the laws of the State of
South Carolina and is validly existing as a corporation in good
standing under the laws of that state.

2. The authorized capital stock of the Company is 3,000,000 shares of
common stock, $5.00 par value per share. Said shares, upon issuance,
sale and delivery thereof, pursuant to the terms and conditions of the
prospectus, will be duly authorized, validly issued, fully paid and
non-assessable.

In arriving at this opinion, we have relied upon the organizational
documentation of the Company, and our opinion is based upon said documentation
and upon such examination of South Carolina law (to which our opinion is
limited) as we have deemed appropriate.

We hereby consent to the inclusion in whole or in part of, or the reference to,
this opinion in connection with the registration statement on Form S-3 regarding
the common stock of M&M Financial Corporation which is to be filed with the
Securities and Exchange Commission.

Sincerely,

GERRISH & McCREARY, P.C.

<PAGE>

Exhibit 24(a)
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 5, 1997 which appears on page F-1 of M&M Financial Corporation's Annual
Report on Form 10-KSB for the year ended December 31, 1996. We also consent to
the reference to us under the heading "Experts" in such Prospectus.

/s/ Tourville, Simpson & Henderson
TOURVILLE, SIMPSON & HENDERSON

Columbia, South Carolina
September 10, 1997