FIRST BANCSHARES INC /MS/
10-Q/A, 1996-07-01
NATIONAL COMMERCIAL BANKS
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                         FORM 10-QSB
             SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
            ------------------------------------
[ X ]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR
           15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

          For the quarterly period ended:  March 31, 1996
                              
                             OR
[   ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR
          15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

   For the transition period of ____________  to  ____________
                              
               Commission file number 33-94288
                              
                 THE FIRST BANCSHARES, INC.
 (Exact name of the registrant as specified in its charter)
                              
          MISSISSIPPI                     64-0862173
     (State or other jurisdiction of    (I.R.S. Employer
     incorporation or organization)    Identification No.)

     6424 U.S. Highway 98 West
     Suite A
     Hattiesburg, MS                               39402
     (Address of Principal                      (Zip Code)
     executive offices)
                            (601) 268 - 8998
      (Registrant's telephone number, including area code)
                              
                       Not Applicable
    (Former name, former address, and former fiscal year, if
                 changed since last report)
                              
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, and (2) has been subject to such filing requirements
for the past 90 days.

               YES  __________          NO  __________

Indicate the number of shares outstanding of each issuer's
classes of common stock, as of the latest practicable date.

                                             Shares
                                         Outstanding at
         Class of Common Stock           April 30, 1996
               $1 par value                  624,401

Transitional small business disclosure format (check one):
                    Yes       NO      X






                 THE FIRST BANCSHARES, INC.
                              
                         FORM 10-QSB
                              
                            INDEX
                                                    Page
Part I.  Financial Information                     Number

 Item 1.  Financial Statement (Unaudited)

 Condensed Balance Sheet - March 31, 1996            3

 Condensed Statement of Operations for the Period
 January 1, 1996 to March 31, 1996                   4

 Condensed Statement of Cash Flows for the Period
 January 1, 1996 to March 31, 1996                   5

 Item 2.  Management's Discussion and Analysis
 or Plan of Operations                               6

Part II.  Other Information

 Item 6.  Exhibits and Reports on form 8-K       7 - 8

Signatures






















                 THE FIRST BANCSHARES, INC.
                              
                (A DEVELOPMENT STAGE COMPANY)
                              
                   CONDENSED BALANCE SHEET
                              
                       MARCH 31, 1996
                              
                         (UNAUDITED)
                              
ASSETS

Cash                                              $5,618,853
Deposits on Land                                      31,125
Fixed Assets                                         184,668
Organization Costs                                    73,580
Deferred Registration Costs                           30,930
                                                   $5,939,156
                                                    ========

LIABILITIES AND SHAREHOLDER'S DEFICIT

LIABILITIES

Accounts payable and accrued expenses              $   15,900
Note payable bank                                         100
                                                  $    16,000

SHAREHOLDER'S DEFICIT

Common stock par value $1 per share;
10,000,000 shares authorized;  611,018
shares issued and outstanding                    $    611,018

Preferred stock par value $1 per share;
10,000,000 shares authorized;  no shares
issued and outstanding                           $          0

Additional paid in capital                       $  5,499,162

Deficit accumulated during the pre-opening
stage                                            ($   199,910)

Current period profits                           $     12,886
                                                  $ 5,939,156
                                                    =========






                 THE FIRST BANCSHARES, INC.
                              
                (A DEVELOPMENT STAGE COMPANY)
                              
              CONDENSED STATEMENT OF OPERATIONS
                              
      FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996
                              
                         (UNAUDITED)

REVENUE

Interest Income                                  $97,682
                                                  ======


EXPENSES

Salaries and employee benefits                   $52,738
Professional fees and expenses                     2,815
Administrative and other costs                    29,243
                                                 $84,796

Net Income                                       $12,886
                                                  ======
























                 THE FIRST BANCSHARES, INC.
                              
                (A DEVELOPMENT STAGE COMPANY)
                              
              CONDENSED STATEMENT OF CASH FLOWS
                              
      FOR THE PERIOD JANUARY 1, 1996 TO MARCH 31, 1996
                              
                         (UNAUDITED)

CASH FLOWS FROM OPERATING ACTIVITIES

Net Profit                                        $    12,886

Adjustment to reconcile net profit to
net cash used in operating activities:

Increase in accounts payable and accrued expenses $     5,772

Net cash used in operating activities             $    18,658

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of premises and equipment             ($  67,449)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the sale of common stock             $6,110,080

Payments on debt obligations                      ($  441,850)

Increase in organizational and deferred
registration costs                             ($       1,147)

Net cash from financing activities                 $5,667,083

Net increase in cash and cash equivalents          $5,618,292

Cash and cash equivalents at beginning of
period                                         $          561

Cash and cash equivalents at end of period         $5,618,853
                                                    ========









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

     The Company was organized on June 23, 1996 (the
"Inception Date").  since the Inception Date, the Company's
principal activities have related to its organization, the
conducting of its initial public offering, and pursuit of
approval from the Office of the Comptroller of the Currency
("OCC") for its application to charter its subsidiary bank,
The First National Bank of Mississippi (the "Bank").

     At March 31, 1996, the company had total assets of
$5,939,156 consisting principally of cash and cash
equivalents of $5,618,852, Deposits on Land of $31,125, Fixed
Assets of $184,668, Organization Costs of $73,580, and
Deferred Registration Costs of $30,930.  The Organization
Costs related to the organization of the Company and the bank
have been capitalized and will be amortized over five years.
Deferred Registration Costs will be deducted from paid in
capital upon completion of the stock offering.

     The Company's liabilities at March 31, 1996 were $16,000
consisting primarily of accounts payable.  The Company had
capital of $5,923,156 with current period profits of $12,886.
Revenues are derived from investments acquired with the funds
generated through the stock offering.

     The Company intends to devote the remainder of this
fiscal year to the completion of the stock offering,
completing the organization of the Bank and one branch
facility, and organizing and developing the other business
activities of the Company.  These organizational activities
will include, with respect to the Bank, completing all steps
required for final approval from the OCC for the Bank to open
for business, hiring qualified personnel to work in various
offices of the Bank, conducting public relations activities
on behalf of the Bank, developing business contacts for the
Bank and the Company, and taking other actions necessary for
a successful bank opening.





















                           PART II
                              
                      OTHER INFORMATION
                              
Item 1.  Legal Proceedings.

     There are no material legal proceedings to which the
Company is a party or of which any of their property is
subject.

Item 2. Changes in Securities.

     (a)  Not applicable.

     (b)  Not applicable.

Item 3.  Defaults Upon Senior Securities.

     Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

     There were no matters submitted to security holders for
a vote during the three months ended March 31, 1996.

Item 5.  Other Information.

     None.

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

     (a)  Exhibits

          3.1  Articles of Incorporation of the Company
          (incorporated by reference to Exhibit 3.1 of the
          Registration Statement on Form S-1, File No. 33-
          94288.)
          
          
          3.2  Bylaws of the Company (incorporated by
          reference to Exhibit 3.2 of the Registration
          Statement on Form S-1, File No. 33-94288.)

          4.1  Provisions in the Company's Articles of
          Incorporation and Bylaws defining the rights of
          holders of the Company's common Stock (incorporated
          by reference to Exhibit 4.1 of the Registration
          Statement on Form S-1, File No. 33-94288.)
          
          10.3  Contract for the Purchase and assignment of
          16th Section Leasehold, dated June 26, 1995 by and
          between the proposed bank and Department of Public
          Safety, State of Mississippi (incorporated by
          reference to Exhibit 10.4 of the Registration
          Statement on Form S-1, File No. 33-94288.)

          10.4  Option to purchase, dated May 23, 1995, among
          proposed bank, John Hudson, and La Carroll Hudson
          (incorporated by reference to Exhibit 10.4 of the
          Registration Statement on Form S-1, File No. 33-
          94288.)
          
          10.5  Lease agreement, dated June 21, 1995, among
          Joel S. Thoms, individually, Thoms Enterprises,
          Inc. and the Company (incorporated by reference to
          Exhibit 10.5 of the Registration Statement on Form
          S-1, File No. 33-94288.)
          
          10.7  Amended and restated employment agreement
          dated November 20, 1995, between David E. Johnson
          and the Company (incorporated by reference to
          Exhibit 10.7 of the Company's Form 10-KSB for the
          fiscal year ended December 31, 1995, File No. 33-
          94288).
          
The Company did not file any reports on Form 8-K during the
three months ended March  31, 1996.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act
of 1934, the registration has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.

                             THE FIRST BANCSHARES, INC.
                                   (Registrant)


April 30, 1996                   DAVID E. JOHNSON
Date                   President and Chief Executive Officer


<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
Financial Data Schedule submitted Under Item 601(a) (27) of Regulation S-B.

This schedule contains summary financial information extracted from First
Bancshares, Inc. unaudited financial statements for the period ended March 31,
1996 and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                      $2,673,315
<INT-BEARING-DEPOSITS>                              $0
<FED-FUNDS-SOLD>                                    $0
<TRADING-ASSETS>                                    $0
<INVESTMENTS-HELD-FOR-SALE>                 $2,945,538
<INVESTMENTS-CARRYING>                              $0
<INVESTMENTS-MARKET>                                $0
<LOANS>                                             $0
<ALLOWANCE>                                         $0
<TOTAL-ASSETS>                              $5,939,156
<DEPOSITS>                                          $0
<SHORT-TERM>                                        $0
<LIABILITIES-OTHER>                            $16,000
<LONG-TERM>                                         $0
                               $0
                                         $0
<COMMON>                                      $611,018
<OTHER-SE>                                  $5,312,138
<TOTAL-LIABILITIES-AND-EQUITY>              $5,939,156
<INTEREST-LOAN>                                     $0
<INTEREST-INVEST>                              $97,682
<INTEREST-OTHER>                                    $0
<INTEREST-TOTAL>                               $97,682
<INTEREST-DEPOSIT>                                  $0
<INTEREST-EXPENSE>                                  $0
<INTEREST-INCOME-NET>                          $97,682
<LOAN-LOSSES>                                       $0
<SECURITIES-GAINS>                                  $0
<EXPENSE-OTHER>                                $84,796
<INCOME-PRETAX>                                $12,886
<INCOME-PRE-EXTRAORDINARY>                     $12,886
<EXTRAORDINARY>                                     $0
<CHANGES>                                           $0
<NET-INCOME>                                   $12,886
<EPS-PRIMARY>                                     $.02
<EPS-DILUTED>                                     $.02
<YIELD-ACTUAL>                                      $0
<LOANS-NON>                                         $0
<LOANS-PAST>                                        $0
<LOANS-TROUBLED>                                    $0
<LOANS-PROBLEM>                                     $0
<ALLOWANCE-OPEN>                                    $0
<CHARGE-OFFS>                                       $0
<RECOVERIES>                                        $0
<ALLOWANCE-CLOSE>                                   $0
<ALLOWANCE-DOMESTIC>                                $0
<ALLOWANCE-FOREIGN>                                 $0
<ALLOWANCE-UNALLOCATED>                             $0
        

</TABLE>


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