SECURITIES AND EXCHANGE COMMISSION

                           Washington, D.C.  20549


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

                                  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, 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
                      ------------------------------


                    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 October 31,1999
- ---------------------------------------------   ------------------------------
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 Nine Months Ended September 30, 1999.
        See Exhibit 19.

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

             Consolidated Statements of Income and Retained Earnings:
                  Quarters and Nine Months Ended September 30, 1999
                  and September 30, 1998

             Consolidated Statements of Cash Flows:
                  Nine Months Ended September 30, 1999 and
                  September 30, 1998

             Notes to Consolidated Financial Statements


ITEM 2. Management's 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, 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 Nine
                       Months Ended September 30, 1999.

        (b)  Reports on Form 8-K:
                  No reports on Form 8-K were filed during the
                  quarter ended September 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:  November 15, 1999