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.

(Registrant)

First Farmers & Merchants Corporation Announces Stock Dividend At Annual Meeting

COLUMBIA, Tenn., April 21, 2004 - Noting that 2003 was a profitable year for both First Farmers and Merchants Corporation ("FFMC") and First Farmers & Merchants National Bank ("F&M"), President & CEO T. Randy Stevens announced a 100 percent stock dividend at FFMC's annual meeting yesterday.

The stock dividend is to be effected by a stock split, which will result in one additional share of stock being issued for every share owned by shareholders of record as of April 20, 2004. This brings the number of issued shares to 5,840,000, plus an additional 2,160,000 authorized but unissued shares. The stock split announced today is the fifth 100 percent stock dividend provided to FFMC shareholders since 1985.

"If you invested $10,000 in FFMC twenty years ago, your investment would be worth $217,727 as of December 2003," Stevens said. "Thanks to our customers and employees, the FFMC's stock has risen steadily in value over the years. During 2003, the market value of a share grew to $80 from $75 in 2002, and total shareholders' equity increased from $99.7 million to $102.3 million. We are pleased to announce this good news to the people who have invested their trust, as well as their funds in FFMC."

Stevens noted that the credit quality of the subsidiary bank's loan portfolio played an important role in FFMC's strong performance in 2003 - during which the ratio of net charge offs to average gross loans declined to 0.37 percent from 0.63 percent the previous year.

Also in 2003, net income rose 0.4 percent, investment securities grew 6.0 percent, income before taxes increased 6.8 percent and net interest income after provision for loan losses increased 14.0 percent. The F&M Trust and Financial Management Department increased total assets under management by 8.1 percent, from $2.05 billion to $2.21 billion.

"I want to thank Waymon L. Hickman, Chairman of the Board, for his vision and leadership during the past year - as well as during my 30+ years with this institution. He is not only one of the greatest bankers in Tennessee's history, he's one of the greatest men I've ever had the privilege to count as a friend," Stevens said. "I also want to thank our entire Board of Directors, which is an incredible group, for their leadership during the past year. It is an honor to work with such distinguished and accomplished men and women."

FFMC also announced its first quarter results yesterday. Highlights of these results include a slight decline in total assets of 6.75 percent, from $879.8 million to $820.4 million, comparing the first quarter of 2004 to the first quarter of 2003. Comparing the same two periods, total equity rose 3.74 percent, from $101.7 million to $105.5 million. Net income and earnings per share were both down by 0.10 percent and total interest income decreased by 17.14 percent. However, total non-interest income rose by 41.76 percent this quarter, compared to the first quarter of 2003.

Celebrating its 95^th anniversary this year, First Farmers & Merchants Corporation, through its wholly owned subsidiary First Farmers & Merchants National Bank, operates over 20 banking locations in Maury, Lawrence, Marshall, Hickman, Dickson and Giles counties of Middle Tennessee. F&M stresses traditional, personal banking relationships while incorporating state-of-the-art technology to provide optimum performance. Since its establishment in 1909, F&M has worked to uphold the motto, "Dedicated to Community Service."