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 June 30, 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 July 31, 1999
- ---------------------------------------------    ----------------------------
Voting Common Stock, par value $100 per share                1,700 Shares
Non-Voting Common Stock, no par value                      168,300 Shares



ITEM 1. Financial Statements:
        --------------------
        The following financial statements required hereunder are
        incorporated by reference from the Company's Quarterly Report to
        Investors for the Six Months Ended June 30, 1999.  See Exhibit 19

             Consolidated Statements of Financial Position:
                  June 30, 1999 and December 31, 1998

             Consolidated Statements of Income and Retained Earnings:
                  Quarters and Six Months Ended June 30, 1999 and June 30,
                  1998

             Consolidated Statements of Cash Flows:
                  Six Months Ended June 30, 1999 and June 30, 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 Six
        Months Ended June 30, 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 Six Months
                       Ended June 30, 1999.

        (b)  Reports on Form 8-K:
                  No reports on Form 8-K were filed during the quarter
                  ended June 30,1999.

                              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:  August 13, 1999