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 March 31, 1999

                                     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

                       ------------------------------               

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 April 30, 1999
- --------------------------------------------- -----------------------------
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

ITEM 1. Financial Statements:

        The following financial statements required hereunder are
        incorporated by reference from the Company's Quarterly Report
        to Investors for the Three Months Ended March 31, 1999.
        See Exhibit 19

             Consolidated Statements of Financial Position:
                  March 31, 1999 and December 31, 1998

             Consolidated Statements of Income and Retained Earnings:
                  Three Months Ended March 31, 1999 and March 31, 1998

             Consolidated Statements of Cash Flows:
                  Three Months Ended March 31, 1999 and March 31, 1998

             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
        Three Months Ended March 31, 1999.  See Exhibit 19



                        PART II.  OTHER INFORMATION

ITEM 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits:
                  19   Quarterly Report to Investors for the Three Months
                       Ended March 31, 1999.

                  27   Financial Data Schedule

        (b)  Reports on Form 8-K:
                  No reports on Form 8-K were filed during the quarter
                  ended March 31, 1999.


                               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.

                                  1st FRANKLIN  FINANCIAL CORPORATION 
                                  -----------------------------------
                                             Registrant


                                         s/Ben F. Cheek, III
                                        -------------------
                                         Chairman of Board


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


Date:       May 14, 1999