SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q AMENDED

Quarterly Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

For the quarter ended September 30, 2001

Commission file number 0-10972

First Farmers and Merchants Corporation

(Exact name of registrant as specified in its charter)

Tennessee	62-1148660
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

816 South Garden Street
Columbia, Tennessee	38402 - 1148
(Address of principal executive offices)	(Zip Code)

(931) 388-3145

(Registrant's telephone number, including area code)

(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 (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

Indicate the number of shares outstanding of each of the issuer's common stock, as of September 30, 2001. 2,920,000 shares

This filing contains 2 pages.

PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

The Corporations's third quarter 2001 financial statements have been restated to reflect correction of errors in calculating deferred tax assets. The Corporation included acquired allowances for loan loss in deferred tax asset computations. Management has determined that losses related to the acquired loans, to the extent of the allowance, will not be deductible for tax purposes. In addition, deferred taxes relating to certain leases receivable were originally recorded as deferred tax assets. Management has determined that temporary differences should have been recorded as deferred tax liabilities. Management has incorporated changes herewith.

		Three Months Ended				Nine Months Ended
		September 30, 2001				September 30, 2001
		As previously		As		As previously		As
		reported		restated		reported		restated
CONSOLIDATED BALANCE SHEET
Other Assets	$	32,551	$	32,221	$	32,551	$	32,221
Retained Earnings		53,060		52,730		53,060		52,730
CONSOLIDATED STATEMENT OF INCOME
Provision for income taxes		999		1,329		2,916		3,246
Net income	$	2,988	$	2,658	$	8,160	$	7,830
EARNINGS PER SHARE
Common Stock	$	1.02	$	0.91	$	2.79	$	2.68