UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02          Results of Operations and Financial Condition

On July 28, 2014, The First Bancshares, Inc. issued a press release announcing its preliminary results of operations for the 2^nd quarter ended June 30, 2014.  A copy of the press release is attached  hereto and  incorporated  herein as Exhibit 99.1.  In accordance with general instruction B.2 of Form 8-K, this information is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 7.01         Regulation FD Disclosure

On July 28, 2014, The First Bancshares, Inc. announced its declaration of a $0.0375 per share quarterly cash dividend.  The public announcement was made by means of a news release, the text of which is set forth in Exhibit 99.1 hereto.

Item 9.01          Financial Statements and Exhibits

Exhibit    99.1     Press Release dated  July 28, 2014  announcing 2nd Quarter Earnings and Declaration of a Dividend

SIGNATURES

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