SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

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                                   FORM 10-Q


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

               For the Quarterly Period Ended September 30, 1998

                                      OR

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

          For the transition period from ___________ to ___________
                             
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                         Commission File Number 2-27985

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                       1st Franklin Financial Corporation

    A Georgia Corporation                    I.R.S. Employer No. 58-0521233     

                            213 East Tugalo Street
                             Post Office Box 880
                            Toccoa, Georgia  30577
                               (706) 886-7571

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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.

                     
                   Class                       Outstanding at October 31, 1998
- ---------------------------------------------  -------------------------------
Voting Common Stock, par value $100 per share              1,700 Shares       
Non-Voting Common Stock, no par value                    168,300 Shares


                       PART I.  FINANCIAL INFORMATION
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ITEM 1.  Financial Statements:

         The following financial statements required hereunder are 
         incorporated by reference from the Company's Quarterly Report to 
         Investors for the Nine Months Ended September 30, 1998.  
         See Exhibit 19

               Consolidated Statements of Financial Position:
                  September 30, 1998 and December 31, 1997

               Consolidated Statements of Income:
                  Quarter and Nine Months Ended Sepetmber 30, 1998 
                    and September 30, 1997

               Consolidated Statements of Cash Flows:
                  Nine Months Ended September 30, 1998 and September 30, 1997

               Notes to Consolidated Financial Statements


ITEM 2.  Managements' Discussion and Analysis of Financial Condition and 
         Results of Operations.

         The information required hereunder is set forth under "Management's 
         Letter" of the Company's Quarterly Report to Investors for the Nine 
         Months Ended September 30, 1998.  See Exhibit 19




                          PART II.  OTHER INFORMATION
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ITEM 6.  Exhibits and Reports on Form 8-K

        (a)  Exhibits:
                19    Quarterly Report to Investors for the Nine Months 
                      Ended September 30, 1998.

                27    Financial Data Schedule

        (b)  Reports on Form 8-K:
                      No reports on Form 8-K were filed during the quarter 
                      ended September 30,1998.


                               SIGNATURES
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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.

                                      1st FRANKLIN  FINANCIAL CORPORATION 
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                                                  Registrant


                                           s/  Ben F. Cheek, III     
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                                               Chairman of Board


                                           s/   A. Roger Guimond     
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                                       Vice President, Chief Financial 
                                   Officer and Principal Accounting Officer 


Date:   November 13, 1998
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