UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD
FROM _______________ TO _______________

Commission File Number 2-90200

FIRST MCMINNVILLE CORPORATION
- --------------------------------------------------------------------------------
(Exact Name of Registrant As Specified in its Charter)

Tennessee 62-1198119
- ------------------------------- ----------------------------
(State or Other Jurisdiction of (IRS Employer Identification
Incorporation or Organization) Number)

200 East Main Street, McMinnville, TN 37110
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices and Zip Code)

(931) 473-4402
- --------------------------------------------------------------------------------
(Registrant's Telephone Number, including area code)

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 classes of
common stock, as of the latest practicable date.

Common stock outstanding 532,319 shares at August 12, 1999
-------

1
2

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited consolidated financial statements of the registrant and its
wholly-owned subsidiary, First National Bank of McMinnville (Bank), are as
follows:

Consolidated Balance Sheets - June 30, 1999 and December 31, 1998.

Consolidated Statements of Earnings - For the three months and six months
ended June 30, 1999 and 1998.

Consolidated Statements of Comprehensive Earnings - For the three months
and six months ended June 30, 1999 and 1998.

Consolidated Statements of Cash Flows - For the six months ended June 30,
1999 and 1998.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Disclosures required by Item 3 are incorporated by reference
to Management's Discussion and Analysis of Financial Condition
and Results of Operations.

2
3

FIRST MCMINNVILLE CORPORATION

CONSOLIDATED BALANCE SHEETS

JUNE 30, 1999 AND DECEMBER 31, 1998

(UNAUDITED)

June 30, December 31,
1999 1998
--------- --------
(In Thousands)

Assets

Loans ......................................................... $ 130,882 126,665
Less: Allowance for loan losses ........................... (1,603) (1,495)
--------- --------
Net loans ..................................... 129,279 125,170

Securities:
Held to maturity, at cost (market value $36,974,000 and
$47,393,000, respectively) ............................... 37,071 46,217
Available-for-sale, at market (amortized cost $81,973,000
and $61,318,000, respectively) ........................... 79,071 61,743
--------- --------
Total earning assets .......................... 245,421 233,130

Cash and due from banks ....................................... 4,246 5,241
Bank premises and equipment, net of accumulated depreciation .. 1,943 2,058
Accrued interest receivable ................................... 2,211 2,034
Deferred tax asset ............................................ 1,326 63
Other real estate ............................................. 11 11
Other assets .................................................. 478 490
--------- --------
$ 255,636 243,027
========= ========

Liabilities and Stockholders' Equity

Deposits ...................................................... $ 197,092 185,305
Securities sold under repurchase agreements ................... 16,231 13,699
Federal funds purchased ....................................... 1,600 2,000
Advances from Federal Home Loan Bank .......................... 4,000 4,000
Accrued interest and other liabilities ........................ 2,022 3,137
--------- --------
Total liabilities ............................. 220,945 208,141
--------- --------

Stockholders' equity:
Common stock, $2.50 par value; authorized 5,000,000 shares,
issued 607,920 shares and 606,795 shares, respectively ... 1,520 1,517
Additional paid-in capital .................................... 1,686 1,623
Retained earnings ............................................. 35,835 34,017
Net unrealized gains (losses) on available-for-sale securities,
net of income tax benefits of $1,102,000
and income taxes of $162,000 respectively ................ (1,800) 264
--------- --------
37,241 37,421
Less cost of treasury stock of 73,601shares and 73,369 shares,
respectively ............................................... (2,550) (2,535)
--------- --------
Total stockholders' equity .................... 34,691 34,886
--------- --------
$ 255,636 243,027
========= ========

See accompanying notes to consolidated financial statements (unaudited).

3
4

FIRST MCMINNVILLE CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
------------------ ------------------
1999 1998 1999 1998
------ ----- ------ -----
(Dollars In Thousands, Except Per Share Amounts)

Interest income:
Interest and fees on loans ............................. $2,629 2,398 $5,223 4,790
Interest and dividends on securities:
Taxable securities ................................... 1,443 1,520 2,851 2,754
Tax exempt from Federal income taxes ................. 353 336 719 655
Interest on federal funds sold ......................... 9 59 10 86
Interest on interest-bearing deposits in other banks and
other interest ....................................... -- 1 -- 3
------ ----- ------ -----
Total interest income ....................... 4,434 4,314 8,803 8,288
------ ----- ------ -----
Interest expense:
Interest on negotiable order of withdrawal accounts .... 180 126 341 246
Interest on money market demand and savings accounts ... 237 280 522 558
Interest on certificates of deposit .................... 1,523 1,627 2,994 3,010
Interest on securities sold under repurchase agreements
and short term borrowings ............................ 155 57 287 99
Interest on Federal funds purchased .................... 24 -- 64 2
Interest on advances from Federal Home Loan Bank ....... 52 41 104 41
------ ----- ------ -----
Total interest expense ...................... 2,171 2,131 4,312 3,956
------ ----- ------ -----
Net interest income ......................... 2,263 2,183 4,491 4,332
Provision for loan losses ................................. 45 45 90 90
------ ----- ------ -----
Net interest income after provision for loan
losses 2,218 2,138 4,401 4,242
------ ----- ------ -----
Other income:
Service charges on deposit accounts .................... 109 131 217 250
Other fees and commissions ............................. 100 60 181 120
Commissions and fees on fiduciary activities ........... 5 5 25 17
Security gains related to available-for-sale securities 3 -- 8 --
Gain on sale of bank premises........................... -- -- 166 --
Other income ........................................... 6 12 18 25
------ ----- ------ -----
223 208 615 412
------ ----- ------ -----
Other expenses:
Salaries and employee benefits ......................... 588 581 1,254 1,215
Occupancy expenses, net ................................ 50 55 101 113
Furniture and equipment expense ........................ 19 22 38 44
Data processing expense ................................ 46 46 86 97
Security losses related to available-for-sale securities -- 4 -- 4
FDIC insurance ......................................... 5 6 11 11
Other operating expenses ............................... 245 214 461 416
------ ----- ------ -----
953 928 1,951 1,900
------ ----- ------ -----
Earnings before income taxes ................ 1,488 1,418 3,065 2,754
Income taxes .............................................. 456 422 926 812
------ ----- ------ -----
Net earnings ................................ $1,032 996 $2,139 1,942
====== ===== ====== =====
Basic earnings per common share ........................... $ 1.93 1.86 $ 4.01 3.63
====== ===== ====== =====
Diluted earnings per common share ......................... $ 1.93 1.86 $ 3.99 3.62
====== ===== ====== =====
Dividends per share ....................................... $ .60 .55 $ .60 .55
====== ===== ====== =====

See accompanying notes to consolidated financial statements (unaudited).

4
5

FIRST MCMINNVILLE CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 1999 AND 1998

(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
(In Thousands)
1999 1998 1999 1998
------- ----- ------ -----

Net earnings ................................................................... $ 1,032 996 2,139 1,942
------- ----- ------ -----
Other comprehensive earnings (loss), net of tax:
Unrealized gains (losses) on available-for-sale
securities arising during period, net of income tax benefit of $884,000,
income taxes of $2,000, income tax benefit of $1,260,000 and income
taxes of $10,000, respectively ............................................ (1,444) 4 (2,059) 17
Less: reclassification adjustment for losses
(gains) included in net earnings, net of income taxes of $1,000, income tax
benefit of $2,000, income taxes of $3,000 and income tax benefit
of $2,000, respectively ................................................... (2) 2 (5) 2
------- ----- ------ -----
Other comprehensive earnings (loss) .............................. (1,446) 6 (2,064) 19
------- ----- ------ -----
Comprehensive earnings (loss) .................................... $ (414) 1,002 75 1,961
======= ===== ====== =====

See accompanying notes to consolidated financial statements (unaudited).

5
6

FIRST MCMINNVILLE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 1999 AND 1998

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(UNAUDITED)

1999 1998
-------- -------
(In Thousands)

Cash flows from operating activities:
Interest received .......................................... $ 8,589 7,970
Fees and commissions received .............................. 441 408
Interest paid .............................................. (4,317) (3,827)
Cash paid to suppliers and employees ....................... (1,756) (1,614)
Income taxes paid .......................................... (1,009) (612)
-------- -------
Net cash provided by operating activities ..... 1,948 2,325
-------- -------
Cash flows from investing activities:
Proceeds from maturities of held-to-maturity securities .... 17,798 11,893
Proceeds from maturities of available-for-sale securities .. 13,582 41,750
Proceeds from sales of available-for-sale securities ....... 1,409 8,437
Purchase of held-to-maturity securities .................... (8,640) (15,499)
Purchase of available-for-sale securities .................. (35,613) (83,722)
Loans made to customers, net of repayments ................. (4,199) (461)
Purchase of premise and equipment .......................... (13) (25)
Proceeds from sale of premises and equipment ............... 204 --
-------- -------
Net cash used in investing activities ......... (15,472) (37,627)
-------- -------
Cash flows from financing activities:
Net increase (decrease) in non-interest bearing, savings and
NOW deposit accounts ..................................... 3,238 (1,233)
Net increase in time deposits .............................. 8,549 26,340
Increase in securities sold under repurchase agreement ..... 2,532 5,272
Increase (decrease) in Federal funds purchased ............. (400) 4,000
Dividends paid ............................................. (1,441) (1,366)
Payments to acquire treasury stock ......................... (15) (142)
Proceeds from sales of common stock ........................ 66 47
-------- -------
Net cash provided by financing activities ..... 12,529 32,918
-------- -------
Net increase (decrease) in cash and cash equivalents .......... (995) (2,384)

Cash and cash equivalents at beginning of period .............. 5,241 7,111
-------- -------
Cash and cash equivalents at end of period .................... $ 4,246 4,727
======== =======

See accompanying notes to consolidated financial statements (unaudited).

6
7

FIRST MCMINNVILLE CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED

SIX MONTHS ENDED JUNE 30, 1999 AND 1998

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

(UNAUDITED)

1999 1998
------- ------
(In Thousands)

Reconciliation of net earnings to net cash provided by operating activities:
Net earnings .......................................................... $ 2,139 1,942
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation ...................................................... 90 106
Provision for loan losses ......................................... 90 90
Securities losses related to available-for-sale ................... -- 4
Security gains related to available-for-sale ...................... (8) --
Gain on sale of premises and equipment ............................ (166) --
FHLB dividend reinvestment ........................................ (25) (24)
Decrease in other assets, net ..................................... -- 269
Increase in other liabilities ..................................... 10 103
Increase in interest receivable ................................... (177) (294)
Increase (decrease) in interest payable ........................... (5) 129
------- ------
Total adjustments .......................................... (191) 383
------- ------
Net cash provided by operating activities .................. $ 1,948 2,325
======= ======

Supplemental schedule of non-cash activities:

Unrealized gain (loss) in value of securities available-for-
sale, net of income tax benefit of $1,263,000 in 1999 and
incomes taxes of $12,000 in 1998 .................................... $(2,064) 19
======= ======

See accompanying notes to consolidated financial statements (unaudited).

7
8

FIRST MCMINNVILLE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

BASIS OF PRESENTATION

The unaudited consolidated financial statements include the accounts of First
McMinnville Corporation (Company or Registrant) and its wholly-owned subsidiary,
First National Bank of McMinnville (Bank).

The accompanying consolidated financial statements have been prepared, without
audit, pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations.

In the opinion of management, the statements contain all adjustments and
disclosures necessary to summarize fairly the financial position of the Company
as of June 30, 1999 and December 31, 1998, and the results of operations for the
three months and six months ended June 30, 1999 and 1998, comprehensive earnings
for the three months and six months ended June 30, 1999 and 1998 and changes in
cash flows for the six months ended June 30, 1999 and 1998. All significant
intercompany transactions have been eliminated. The interim consolidated
financial statements should be read in conjunction with the notes to the
consolidated financial statements presented in the Company's Annual Report on
Form 10-K for the year ended December 31, 1998. The results for interim periods
are not necessarily indicative of results to be expected for the complete fiscal
year.

ALLOWANCE FOR LOAN LOSSES

Transactions in the allowance for loan losses were as follows:

Six Months Ended
June 30,
-------------------
1999 1998
------- ------
(In Thousands)

Balance, January 1, 1999 and 1998, respectively $ 1,495 1,314
Add (deduct):
Losses charged to allowance .................. (5) (11)
Recoveries credited to allowance ............. 23 23
Provision for loan losses .................... 90 90
------- ------
Balance, June 30, 1999 and 1998, respectively ... $ 1,603 1,416
======= ======

8
9

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The purpose of this discussion is to provide insight into the
financial condition and results of operations of the Company and its subsidiary.
This discussion should be read in conjunction with the consolidated financial
statements. Reference should also be made to the Company's Annual Report on Form
10-K for the year ended December 31, 1998 for a more complete discussion of
factors that impact liquidity, capital and the results of operations.

FORWARD-LOOKING STATEMENTS

Management's discussion of the Company, and management's analysis of
the Company's operations and prospects, and other matters, may include
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other provisions of federal and state
securities laws. Although the Company believes that the assumptions underlying
such forward-looking statements contained in this Report are reasonable, any of
the assumptions could be inaccurate and, accordingly, there can be no assurance
that the forward-looking statements included herein will prove to be accurate.
The use of such words as expect, anticipate, forecast, and comparable terms
should be understood by the reader to indicate that the statement is "forward
looking" and thus subject to change in a manner that can be unpredictable.
Factors that could cause actual results to differ from the results anticipated,
but not guaranteed, in this Report, include (without limitation) economic and
social conditions, competition for loans, mortgages, and other financial
services and products, changes in interest rates, unforeseen changes in
liquidity, results of operations, and financial conditions affecting the
Company's customers, material unforeseen complications related to addressing
Year 2000 issues (both as to the Company and as to its customers, vendors,
consultants and governmental agencies), as well as other risks that cannot be
accurately quantified or completely identified. Many factors affecting the
Company's financial condition and profitability, including changes in economic
conditions, the volatility of interest rates, political events and competition
from other providers of financial services simply cannot be predicted. Because
these factors are unpredictable and beyond the Company's control, earnings may
fluctuate from period to period. The purpose of this type of information (such
as in Item 2, as well as other portions of this Report) is to provide Form 10-Q
readers with information relevant to understanding and assessing the financial
condition and results of operations of the Company not to predict the future or
to guarantee results. The Company is unable to predict the types of
circumstances, conditions, and factors that can cause anticipated results to
change. The Company undertakes no obligation to publish revised forward-looking
statements to reflect the occurrence of changes or of unanticipated events,
circumstances, or results.

LIQUIDITY AND INTEREST RATE SENSITIVITY MANAGEMENT

The concept of liquidity involves the ability of the Registrant and
its subsidiary to meet future cash flow requirements, particularly those of
customers who are either withdrawing funds from their accounts or borrowing to
meet their credit needs.

Proper asset/liability management is designed to maintain stability
in the balance of interest-sensitive assets to interest-sensitive liabilities in
order to provide a stable growth in net interest margins. Earnings on
interest-sensitive assets such as loans tied to the prime rate of interest and
Federal funds sold, may vary considerably from fixed rate assets such as
long-term investment securities and fixed rate loans. Interest-sensitive
liabilities such as large certificates of deposit and money market certificates,
generally require higher costs than fixed rate instruments such as passbook
savings.

9
10

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

Banks, in general, must maintain large cash balances to meet
day-to-day cash flow requirements as well as maintaining required reserves for
regulatory agencies. The cash balances maintained are the primary source of
liquidity. Federal funds sold, which are basically overnight or short-term loans
to other banks that increase the other bank's required reserves, are also a
major source of liquidity.

The Company's investment portfolio consists of earning assets that
provide interest income. For those securities classified as held-to-maturity the
Company has the ability and intention to hold these securities until maturity.
Securities classified as available-for-sale include securities intended to be
used as part of the Company's asset/liability strategy and/or securities that
may be sold in response to changes in interest rate, prepayment risk, the need
or desire to increase capital and similar economic factors. Securities totaling
approximately $3.8 million mature or reprice within the next twelve months.

A secondary source of liquidity is the Bank's loan portfolio. At June
30, 1999 commercial, consumer and other loans of approximately $23.6 million and
mortgage loans of approximately $8.5 million either will become due or will be
subject to rate adjustments within twelve months. Emphasis continues to be
placed on structuring adjustable rate loans.

As for liabilities, certificates of deposit of $100,000 or greater of
approximately $36.6 million will become due during the next twelve months. The
Bank's deposit base increased approximately $11.8 million during the six months
ended June 30, 1999. Securities sold under repurchase agreements increased
approximately $2.5 million during the six months ended June 30, 1999. The
deposit base increased approximately $6.8 million during the second quarter of
1999. Securities sold under repurchase agreements also increased approximately
$29,000 during the second three months of 1999. Federal funds purchased were
$1.6 million and $2.0 million at June 30, 1999 and December 31, 1998,
respectively. Advances from the Federal Home Loan Bank were $4,000,000 at June
30, 1999 and December 31, 1998. These advances are scheduled to mature over
periods ranging from one to two years.

Historically, there has been no significant reduction in immediately
withdrawable accounts such as negotiable order of withdrawal accounts, money
market demand accounts, demand deposit and regular savings. Management
anticipates that there will be no significant withdrawals from these accounts in
the future except as discussed in the preceding paragraph.

The subsidiary Bank is limited by banking regulatory agencies as to
the amount of dividends that it can pay. At June 30, 1999, the Bank can declare
during the remainder of 1999 cash dividends in an aggregate amount not to exceed
approximately $5.9 million, exclusive of any 1999 net earnings, without prior
approval of the Comptroller of the Currency. However, most of these funds will
be retained for use in the Company's operations rather than being paid out in
dividends. It is anticipated that with present maturities, the expected growth
in deposit base, and the efforts of management in its asset/liability management
program, liquidity will not pose a problem in the foreseeable future. At the
present time there are no known trends or any known commitments, demands, events
or uncertainties that will result in or that are reasonably likely to result in
the Company's liquidity changing in any material way.

10
11

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

CAPITAL RESOURCES

A primary source of capital is internal growth through retained
earnings. The ratio of stockholders' equity to total assets was 13.6% at June
30, 1999 and 14.4% at December 31, 1998. Total assets increased 5.2% during the
six months ended June 30, 1999. The annualized rate of return on stockholders'
equity for the first six months of 1999 was 12.4% compared to 11.7% for the
comparable period in 1998. Principally because of the relatively high percentage
of equity capital, the return on equity is lower than the reported average for
many banks in the Bank's peer group. Dividends of $321,000 and $294,000 or $.60
and $.55 per share were declared in the six months ended June 30, 1999 and 1998,
respectively. Cash dividends will be increased in the remainder of 1999 over
1998 only in the discretion of the Board of Directors and as profits permit.
Dividends paid during 1998 were $2.65 per share. No material changes in the mix
or cost of capital is anticipated in the foreseeable future. At the present time
there are no material commitments for capital expenditures.

The Federal Reserve Bank increased interest rates during the quarter
ended June 30, 1999 resulting in higher interest rates on new issue debt
securities. The Company's securities portfolio consists primarily of debt
securities with an average yield less than the current market rate. These
factors contributed to an unrealized loss on securities available-for-sale of
$2,064,000 (net of income tax benefit of $1,260,000) during the six months ended
June 30, 1999.

Regulations of the Comptroller of the Currency establish required
minimum capital levels for the Bank. Under these regulations, national banks
must maintain certain capital levels as a percentage of average total assets
(leverage capital ratio) and as a percentage of total risk-based assets
(risk-based capital ratio). Under the risk-based requirements, various
categories of assets and commitments are assigned a percentage related to credit
risk ranging from 0% for assets backed by the full faith and credit of the
United States to 100% for loans other than residential real estate loans and
certain off-balance sheet commitments. Total capital is characterized as either
Tier 1 capital which includes common shareholders' equity, noncumulative
perpetual preferred stock and a limited amount of cumulative perpetual preferred
- - or total risk based capital which includes the allowance for loan losses up to
1.25% of risk weighted assets, perpetual preferred stock, subordinated debt and
various other hybrid capital instruments, subject to various limits. Goodwill is
not includable in Tier 1 or total capital. National banks must maintain a Tier 1
capital to risk-based assets of at least 4.0%, a total capital to risk-based
assets ratio of at least 8.0% and a leverage capital ratio defined as Tier 1
capital to average total assets for the most recent quarter of at least 4.0%.
The same ratios are also required in order for a national bank to be considered
"adequately capitalized" under the OCC's "prompt corrective action" regulations,
which impose certain operating restrictions on institutions which are not
adequately capitalized. The Bank has a Tier 1 risk-based ratio of 26.5%, a total
capital to risk-based ratio of 27.7% and a leverage ratio of 14.3%, and thus
falls within the "well capitalized" category under the regulations.

The Federal Reserve Board imposes consolidated capital guidelines on
bank holding companies (such as the Company) which have more than $150 million
in consolidated assets. These guidelines require bank holding companies to
maintain consolidated capital ratios which are essentially the same as the
minimum capital levels required for national banks. The Company's consolidated
capital ratios were substantially the same as those set forth above for the
Bank, and exceeded the minimums required under these Federal Reserve Board
guidelines.

11
12

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

CAPITAL RESOURCES, CONTINUED

On April 8, 1997, the Company's stockholders approved the First
McMinnville Corporation 1997 Stock Option Plan. The Company has granted the
right to purchase 41,000 shares of stock to its directors, officers and
employees at an exercise price of $58.15 per share. At June 30, 1999, 3,120
shares had been issued through exercise and 18,610 options remained exercisable.
The shares granted to Directors totaling 16,500 are exercisable over a three
year period. Shares granted to officers and employees are exercisable over a
period of 10 years or until the optionee reaches age 65, whichever is less. The
Company has adopted the provisions of Statement of Financial Accounting
Standards No. 123, "Accounting for Stock-Based Compensation" (SFAS 123). The
impact of the adoption of SFAS No. 123 has been reflected as a proforma
disclosure in the notes to the annual consolidated financial statements.

YEAR 2000 ISSUES

The term "Year 2000 issue" refers to the necessity of converting
computer information systems so that such systems recognize more than two digits
to identify a year in any given date field, and are thereby able to
differentiate between years in the twentieth and twenty-first centuries ending
with the same two digits (e.g., 1900 and 2000) and recognize that the Year 2000
is a leap year. To address the Year 2000 issue, the Company has adopted a
broad-based approach designed to encompass the Company's total environment.

The Company has appointed a Year 2000 committee which was established
in mid-1997. The Y2K Committee has representation from all affected areas for
the purpose of managing the process of assessing and correcting non-compliance
throughout the organization. Areas being addressed by the Y2K Committee include:

- The subsidiary Bank's primary data processing system. Banctec,
Inc., a data processing firm, provides the primary software and
hardware for the data processing system of the subsidiary banks.
This software and hardware is of the highest priority for day to
day operations, accounting and success of the subsidiary Bank.

- Government systems, such as the Federal Reserve Bank for check
clearing, wire transfers, and the free flow and exchange of
funds between institutions are absolutely critical.

- The internal PC hardware and software systems within the
subsidiary Bank, along with telecommunications systems.

- The primary securities portfolio accounting and safekeeping
system for the subsidiary Bank.

- Credit administration - the committee is reviewing the risk
associated with Year 2000 status of the subsidiary Bank's loan
customers and depositors.

12
13

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

YEAR 2000 ISSUES, CONTINUED

The Company's Y2K Committee is using a 4-phase approach in its Year
2000 project made up of awareness, assessment, renovation, and
validation-testing. The Company is currently in the final phase of the Y2K Plan.

The purpose of the Y2K committee is to assess, test and correct the
Company's hardware, software and equipment to ensure these systems operate
properly in the Year 2000. The Committee has substantially completed its
assessment of the Company's systems, has identified the Company's hardware,
software and equipment that will not operate properly in the Year 2000 and has
remedied the problem with the replacement of hardware and software that is
certified by the vendors as Year 2000 compliant. As of December 31, 1998 the Y2K
committee determined that substantially all of the Company's systems will
operate properly in the Year 2000.

Programming changes and software replacement for systems that were
not Year 2000 compliant as of December 31, 1998 were completed during the first
quarter of 1999. Banctec, Inc. has tested the Access 8.0 Operating system and
the Company has documentation on file that the operating system is Y2K
compliant. However, the Company tested the software using its own database to
ensure the readiness of the Company to serve its customer base into the Year
2000. The testing was completed during 1998, and the test results reflected
that the software is Year 2000 compliant.

The Company has requested written documentation from vendors and
suppliers with whom the Company has a material relationship regarding their
ability to operate properly in the Year 2000. The Company will consider
alternatives related to vendors and suppliers that do not confirm their Year
2000 readiness. There can be no assurance however, that all of the Company's
significant vendors and suppliers will have remedied their Year 2000 issues. The
Company will continue to monitor its significant vendors and suppliers to seek
to minimize the Company's risk.

The Company is requiring Y2K readiness information from all of its
major borrowers. The Company believes commercial borrowers must realize the
impact that the Y2K could have on their respective businesses. Seminars,
questionnaires and individual contact with loan customers have been used and
will be continued to be used as an ongoing prevention measure during the 1999
year that is intended to ameliorate Y2K problems to the extent reasonably
practical. The Company realizes that the lack of Y2K preparation of loan
customers could have a materially adverse impact on the Company during the Year
2000.

Customer awareness of the Company's Y2K readiness is critical. The
steps taken by the Company to prepare for the Year 2000 will be shared with
customers through Quarterly Newsletters, statement stuffers and the Y2K training
of employees. The Company believes customers must have a high confidence level
in the Company at the end of 1999 to avoid the potential for mass withdrawals of
funds from the Company.

13
14

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

YEAR 2000 ISSUES, CONTINUED

The Company estimates that the cost of its Year 2000 project will not
exceed $200,000 in the aggregate and that the cost will not be material to
earnings. Actual expenditures to date together with currently anticipated future
expenditures are within this estimate. The Company's management believes its
approach to the Year 2000 issue to be comprehensive, and does not expect the
Year 2000 issue to have a material impact on its results of operations,
liquidity or financial condition. However, given the widespread nature of the
problem, and the number of factors outside of the Company's direct control,
management is continuously evaluating the risks associated with Year 2000.
Management believes that the Company's ultimate ability to successfully address
Year 2000 issues will be significantly affected by external factors such as the
success of government agencies, suppliers, vendors and customers to address
their own respective Year 2000 issues. Although management is actively
addressing and establishing contingency plans to deal with these external
factors, they ultimately are beyond management's control.

The Board of Directors is aware of the Y2K problem and is receiving
monthly updates on the Y2K Committee's progress. The Board has approved the
Company's written contingency plan. The plan addresses all aspects of the
Company's operation systems identifying alternative solutions. The contingency
plan identifies all of the subsidiary Banks' major processing systems as
critical, semi-critical and non-critical. A processing solution is in place and
tested has been successfully completed on each of these applications detailing
information on alternative processors and their capabilities.

The foregoing notwithstanding, management does not currently believe
that the costs of assessment, remediation, or replacement of the Company's
systems, or the potential failure of third parties' systems will have a material
adverse effect on the Company's business, financial condition, results of
operations, or liquidity based on the published information known to management
at this time.

RESULTS OF OPERATIONS

Net earnings were $2,139,000 for the six months ended June 30, 1999
as compared to $1,942,000 for the same period in 1998. Net earnings were
$1,032,000 for the quarter ended June 30, 1999 as compared to $996,000 during
the same quarter in 1998.

As in most financial institutions, a major element in analyzing the
statement of earnings is net interest income, which is the excess of interest
earned over interest paid. The net interest margin could be materially affected
during periods of volatility in interest rates.

The Company's interest income, excluding tax equivalent adjustments,
increased by $515,000 or 6.2% and $709,000 or 9.4% during the six months ended
June 30, 1999 and 1998, respectively. Interest income for the quarter ended June
30, 1999 increased $120,000 or 2.8% over the quarter ended June 30, 1998, and
$65,000 or 1.5% from the first quarter of 1999. The increases were primarily
attributable to an increase in average earning assets. The ratio of average
earning assets to total average assets was 96.6% for the six months ended June
30, 1999 and 96.3% for the same period in 1998.

14
15

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

RESULTS OF OPERATIONS, CONTINUED

Interest expense increased by $356,000 for the six months ended June
30, 1999 or 9.0% compared to the same period in 1998. Interest expense for the
quarter ended June 30, 1999 increased $40,000 or 1.9% as compared to the quarter
ended June 30, 1998. Interest expense for the quarter ended June 30, 1999
increased $30,000 or 1.4% compared to the first quarter of 1999. The increase in
interest expense can be attributable to an increase in average interest bearing
liabilities.

The foregoing resulted in net interest income of $4,491,000 for the
six months ended June 30, 1999, an increase of $159,000 or 3.7% compared to the
prior year period. Net interest income for the quarter ended June 30, 1999
increased $80,000 or 3.7% over the second quarter of 1998 and $35,000 or 1.6%
over the first quarter in 1999.

The provision for loan losses was $90,000 for the first six months of
1999 and 1998. The provision for loan losses is based on past loan experience
and other factors which, in management's judgment, deserve current recognition
in estimating possible loan losses. Such factors include past loan loss
experience, growth and composition of the loan portfolio, review of specific
loan problems, the relationship of the allowance for loan losses to outstanding
loans, and current economic conditions that may affect the borrower's ability to
repay. Management has in place a system that is designed to identify and monitor
problems on a timely basis.

The Company accounts for impaired loans under the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 114, "Accounting by
Creditors for Impairment of a Loan" and SFAS No. 118, "Accounting by Creditors
for Impairment of a Loan - Income Recognition and Disclosures". These
pronouncements apply to impaired loans except for large groups of
smaller-balance homogeneous loans that are collectively evaluated for impairment
including credit card, residential mortgage, and consumer installment loans.

A loan is deemed to be impaired when it is probable that the Company
will be unable to collect the scheduled payments of principal and interest due
under the contractual terms of the loan agreement. Impaired loans are measured
at the present value of expected future cash flows discounted at the loan's
effective interest rate, at the loan's observable market price, or the fair
value of the collateral if the loan is collateral dependent. If the measure of
the impaired loan is less than the recorded investment in the loan, the Company
shall recognize an impairment by creating a valuation allowance with a
corresponding charge to the provision for loan losses or by adjusting an
existing valuation allowance for the impaired loan with a corresponding charge
or credit to the provision for loan losses.

The Company's first mortgage single family residential, consumer and
credit card loans which total approximately $63,000,000, $2,940,000 and
$296,000, respectively at June 30, 1999, are divided into various groups of
smaller-balance homogeneous loans that are collectively evaluated for impairment
and thus are not subject to the provisions of SFAS Nos. 114 and 118.
Substantially all other loans of the Company are evaluated for impairment under
the provisions of SFAS Nos. 114 and 118.

15
16

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

RESULTS OF OPERATIONS, CONTINUED

The Company considers all loans on nonaccrual status to be impaired.
Loans are placed on nonaccrual status when doubt as to timely collection of
principal or interest exists, or when principal or interest is past due 90 days
or more unless such loans are well-secured and in the process of collection.
Delays or shortfalls in loan payments are evaluated with various other factors
to determine if a loan should be considered to be impaired. Generally,
delinquencies under 90 days are considered insignificant unless certain other
factors are present which indicate impairment is probable. The decision to place
a loan on nonaccrual status is also based on an evaluation of the borrower's
financial condition, collateral, liquidation value, and other factors that, in
the judgment of management, affect the borrower's ability to pay.

Generally, at the time a loan is placed on nonaccrual status, all
interest accrued on the loan in the current fiscal year is reversed from income,
and all interest accrued and uncollected from the prior year is charged off
against the allowance for loan losses. Thereafter, interest on nonaccrual loans
is recognized as interest income only to the extent that cash is received and
future collection of principal is not in doubt. If the collectibility of
outstanding principal is doubtful, such interest received is applied as a
reduction of principal. A nonaccrual loan may be restored to accruing status
when principal and interest are no longer past due and unpaid and future
collection of principal and interest on a timely basis is not in doubt. At June
30, 1999, the Company had no loans on nonaccrual status and there were no
nonaccrual loans outstanding at any time during the six months ended June 30,
1999 and year ended December 31, 1998, respectively. Therefore, all interest
income during these periods was recognized on the accrual basis.

Loans not on nonaccrual status are classified as impaired in certain
cases where there is inadequate protection by the current net worth and
financial capacity of the borrower or of the collateral pledged, if any. In
those cases, such loans have a well-defined weakness or weaknesses that
jeopardize the liquidation of the debt, and if such deficiencies are not
corrected, there is a probability that the Company will sustain some loss. In
such cases, interest income continues to accrue as long as the loan does not
meet the Company's criteria for nonaccrual status.

Generally the Company also classifies as impaired any loans the terms
of which have been modified in a troubled debt restructuring after January 1,
1995. Interest is accrued on such loans that continue to meet the modified terms
of their loan agreements. At June 30, 1999, the Company had no loans that have
had the terms modified in a troubled debt restructuring.

The Company's charge-off policy for impaired loans is similar to its
charge-off policy for all loans in that loans are charged-off in the month when
they are considered uncollectible.

16
17

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

RESULTS OF OPERATIONS, CONTINUED

Impaired loans and related allowance for loan loss amounts at June
30, 1999 and December 31, 1998 were as follows:

June 30, 1999 December 31, 1998
----------------------- ---------------------
Allowance Allowance
Recorded for Recorded for
(In Thousands) Investment Loan Loss Investment Loan Loss
-------------- ---------- --------- ---------- ---------

Impaired loans with allowance for
loan loss ........................ $2,345 672 2,800 709

Impaired loans with no allowance for
loan loss ........................ -- -- -- --
------ --- ----- ---
$2,345 672 2,800 709
====== ===== ===== ===

The allowance for loan loss related to impaired loans was measured
based upon the estimated fair value of related collateral.

The average recorded investment in impaired loans for the six months
ended June 30, 1999 and 1998 was $2,744,000 and $3,386,000, respectively. The
related amount of interest income recognized on the accrual method for the
period that such loans were impaired was approximately $123,000 and $163,000 for
1999 and 1998, respectively.

The following schedule details selected information as to
non-performing loans of the Company at June 30, 1999:

June 30, 1999
--------------------------
Past Due
90 Days Non-Accrual
------- -----------
(In Thousands)

Real estate loans $228 --
Installment loans 13 --
Commercial 25 --
---- ----
$266 --
==== ====
Renegotiated loans $ -- $ --
==== ====

17
18

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

RESULTS OF OPERATIONS, CONTINUED

At June 30, 1999, loans which include the above, totaling $5,995,000,
were included in the Company's internal classified loan list. Of these loans
$1,599,000 are real estate and $4,396,000 are commercial and other. The
collateral values, based on estimates received by management, securing these
loans total approximately $9,579,000, ($2,396,000 related to real property and
$7,183,000 related to commercial and other loans). Such loans are listed as
classified when information obtained about possible credit problems of the
borrower has prompted management to question the ability of the borrower to
comply with the agreed repayment terms. The loan classifications do not
represent or result from trends or uncertainties which management expects will
materially and adversely affect future operating results, liquidity or capital
resources.

There were no material amounts of other interest-bearing assets
(interest-bearing deposits with other banks, municipal bonds, etc.) at June 30,
1999 which would be required to be disclosed as past due, non-accrual,
restructured or potential problem loans, if such interest-bearing assets were
loans.

Non-interest income excluding securities transactions was $607,000
for the six months ended June 30, 1999 as compared to $412,000 in 1998. The
increase for the quarter ended June 30, 1999 was $12,000 or 5.8% as compared to
the comparable quarter in 1998. Included in non-interest income in 1999 is a
gain on the sale of a former branch facility totaling $166,000. A newly
constructed branch facility opened in 1996 which replaced the former branch. The
property, which was sold in 1999, had been leased to another company during the
period from the dale of the closing to the date of the sale. Service charges on
deposit accounts decreased $33,000 or 13.2% during the six months ended June 30,
1999 as compared to the same period in 1998. This decrease was due primarily to
decreased fees from insufficient funds and returned check charges. Other fees
and commissions increased $61,000 or 50.8% to $181,000 for the period ended June
30, 1999 from $120,000 for the same period in 1998 consisting primarily of
increases in appraisal fees ($11,000), document preparation fees ($11,000),
title fees ($14,000) and brokerage commissions ($19,000). Commissions and
service charges are monitored continually to insure maximum return based on
costs and competition.

Securities gains during the six months ended June 30, 1999 amounted
to $8,000 compared to securities losses of $4,000 during the same period in 1998
and related to transactions in the available-for-sale category. The gains and
losses during 1999 and 1998 were incurred primarily in conjunction with
management's strategies to restructure the investment portfolio to improve the
quality of the portfolio, to improve maturity distribution and to maintain a
flexible position to react to market conditions.

Non-interest expense excluding securities transactions increased
$55,000 or 2.9% during the first six months of 1999 as compared to the same
period in 1998. There was an increase of $29,000 or 3.1% for the three months
ended June 30, 1999 as compared to the same period in 1998 and a $45,000
decrease or 4.5% from $998,000 for the quarter ended March 31, 1999. These
decreases were primarily in salaries and employee benefits.

Management is not aware of any current recommendations by the
regulatory authorities which, if implemented, would have a material effect on
the Company's liquidity, capital resources or operations.

18
19

FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS, CONTINUED

The following is a summary of components comprising basic and diluted
earnings per share (EPS) for the three and six months ended June 30, 1999 and
1998:

Three Months Ended Six Months Ended
June 30, June 30,
------------------ -----------------
(In Thousands, except share amounts) 1999 1998 1999 1998
-------- ------- ------- -------

Basic EPS Computation:
Numerator - income available to common
shareholders $ 1,032 996 2,139 1,942
-------- ------- ------- -------
Denominator - weighted average number
of common shares outstanding 533,583 535,319 533,453 535,373
-------- ------- ------- -------
Basic earnings per common share $ 1.93 1.86 4.01 3.63
======== ======= ======= =======
Diluted EPS Computation:
Numerator $ 1,032 996 2,139 1,942
-------- ------- ------- -------
Denominator:
Weighted average number of common
shares outstanding 533,583 535,319 533,453 535,373
Dilutive effect of stock options 2,368 680 2,368 680
-------- ------- ------- -------
535,951 535,999 535,821 536,053
-------- ------- ------- -------
Diluted earnings per common share $ 1.93 1.86 3.99 3.62
======== ======= ======= =======

IMPACT OF INFLATION

The primary impact which inflation has on the results of the
Company's operations is evidenced by its effects on interest rates. Interest
rates tend to reflect, in part, the financial market's expectations of the level
of inflation and, therefore, will generally rise or fall as the level of
expected inflation fluctuates. To the extent interest rates paid on deposits and
other sources of funds rise or fall at a faster rate than the interest income
earned on funds, loans or invested, net interest income will vary. Inflation
also affects non-interest expenses as goods and services are purchased, although
this has not had a significant effect on net earnings in recent years. If the
inflation rate stays flat or increases slightly, the effect on profits is not
expected to be significant.

19
20
FIRST MCMINNVILLE CORPORATION

FORM 10-Q, CONTINUED

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's primary component of market risk is interest rate
volatility. Fluctuations in interest rates will ultimately impact both the level
of income and expense recorded on a large portion of the Company's assets and
liabilities, and the market value of all interest-earning assets and
interest-bearing liabilities, other than those which possess a short term to
maturity. Such as Federal funds sold or purchased and loans, securities and
deposits as discussed in Item 2. Based upon the nature of the Company's
operations, the Company is not subject to foreign currency exchange or commodity
price risk.

Interest rate risk (sensitivity) management focuses on the
earnings risk associated with changing interest rates. Management seeks to
maintain profitability in both immediate and long term earnings through funds
management/interest rate risk management. The Company's rate sensitivity
position has an important impact on earnings. Senior management of the Company
meets monthly to analyze the rate sensitivity position. These meetings focus the
spread between the cost of funds and interest yields generated primarily through
loans and investments.

There have been no material changes in reported market risks
during the six months ended June 30, 1999. Please refer to Item 2 of Part 1 of
this Report for additional information related to market and other risks.

20
21

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Shares of the Company's common stock were issued to Directors and/or
Employees pursuant to the Company's Stock Option Plan as follows:

Date of Sale Number of Shares of Common Stock Sold Price Per Share
------------ ------------------------------------- ---------------

June 3, 1999 1,000 $ 58.15
June 29, 1999 45 $ 58.15

The aggregate proceeds of the shares sold were $60,767.

There were no underwriters and no underwriting discounts or
commissions. All sales were for cash.

The Company believes that an exemption from registration of these
shares was available to the Company in that the issuance thereof did
not constitute a public offering of securities within the meaning of
the Securities Act of 1933, as amended.

The securities sold are not convertible.

The proceeds of the sales are being used by the Company for
general corporate purposes.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The annual meeting of stockholders was held April 13, 1999.

(b) Election of the following members of the board of directors:

Charles C. Jacobs, Jr., Douglas Milner,
John J. Savage, Jr. and Carl M. Stanley

Number
of Shares Broker
Voting For Against Withheld Non-Votes
------ --- ------- -------- ---------

Charles C. Jacob 311,066 310,686 0 380 0
Douglas Milner 311,066 310,686 0 380 0
John J. Savage, Jr. 311,066 310,470 0 596 0
Carl M. Stanley 311,066 310,470 0 596 0

21
22

PART II. OTHER INFORMATION, CONTINUED

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS, CONTINUED

The following directors terms of office were continued after the
meeting:

Robert W. Jones, J.G. Brock, G.B. Greene, Paul O. Barnes, Henry N.
Boyd and Dean I. Gillespie.

(2) The ratification of the selection of Maggart & Associates, P.C. as
independent auditors for the Company for the year ending December
31, 1999 was as follows:

Number of Broker
Shares Voting For Against Withheld Non-Votes
------------- --- ------- -------- ---------

311,066 311,066 0 0 0

(d) Not Applicable.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibit 27 Financial Data Schedule (for SEC use only) - This schedule
contains summary financial information extracted from the financial
statements of the Company at June 30, 1999 (unaudited) and is qualified
in its entirety by reference to such financial statements as set forth
in the Company's quarterly report on Form 10-Q for the period ending
June 30, 1999 (omitted in paper copy).

(b) No reports on Form 8-K were filed during the quarter for which this
Report is filed.

22
23

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.

FIRST MCMINNVILLE CORPORATION
-----------------------------
(Registrant)

DATE: August 12, 1999 /s/ Charles C. Jacobs
--------------- --------------------------------------
Charles C. Jacobs
President and Chief Executive Officer

DATE: August 12, 1999 /s/ Kenny D. Neal
--------------- --------------------------------------
Kenny D. Neal
Chief Financial and Accounting Officer