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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )

Filed by the Registrant [X]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.

First Franklin Corporation
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

(1) Title of each class of securities to which transaction applies: .......

(2) Aggregate number of securities to which transaction applies: ..........

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............

(4) Proposed maximum aggregate value of transaction: ......................

(5) Total fee paid: .......................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid: ...............................................

(2) Form, Schedule or Registration Statement No.: .........................

(3) Filing Party: .........................................................

(4) Date Filed: ...........................................................

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2

FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on April 26, 1999

Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of First Franklin Corporation (the "Company"), the holding company
for The Franklin Savings and Loan Company ("Franklin"), will be held at the
corporate office of the Company located at 4750 Ashwood Drive, Cincinnati, Ohio
45241 on April 26, 1999, at 3:00 p.m.

The Meeting is for the purpose of considering and acting upon:

1. The reelection of one director of the Company;

2. The ratification of the selection of Clark, Schaefer,
Hackett & Co. as the independent accountants of the Company
for the current fiscal year; and

3. Such other matters as may properly come before the Meeting
or any adjournments thereof.

The Board of Directors is not aware of any other business to come
before the Meeting. Any action may be taken on the foregoing proposals at the
Meeting on the date specified above, or on any date or dates to which the
Meeting may be adjourned.

Stockholders of record at the close of business on March 10, 1999, are
the stockholders entitled to vote at the Meeting and any adjournments thereof. A
Proxy Card and a Proxy Statement for the Meeting are enclosed. Please fill in
and sign the enclosed form of Proxy, which is solicited on behalf of the Board
of Directors, and mail it promptly in the enclosed envelope. The Proxy will not
be used if you submit a later-dated proxy or written revocation to the Company
before the commencement of voting at the Meeting or if you attend and vote at
the Meeting in person.

Cincinnati, Ohio By Order of the Board of Directors
March 25, 1999

Thomas H. Siemers
President and Chief Executive Officer

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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES TO ENSURE A QUORUM AT THE MEETING. A SELF-ADDRESSED
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED
WITHIN THE UNITED STATES.
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FIRST FRANKLIN CORPORATION
4750 ASHWOOD DRIVE
CINCINNATI, OHIO 45241
(513) 469-5352

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1999

This Proxy Statement is furnished in connection with the solicitation
on behalf of the Board of Directors of First Franklin Corporation (the
"Company") of proxies to be used at the Annual Meeting of Stockholders of the
Company (the "Meeting"), which will be held at the corporate office of the
Company located at 4750 Ashwood Drive, Cincinnati, Ohio 45241, on April 26,
1999, at 3:00 p.m., and at all adjournments of the Meeting. The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement are first
being mailed to stockholders on or about March 25, 1999.

Stockholders who execute proxies retain the right to revoke them at any
time prior to the votes being taken at the Meeting. Unless so revoked, the
shares represented by such proxies will be voted at the Meeting and all
adjournments thereof. Proxies may be revoked by the filing of a later-dated
proxy or written revocation prior to a vote being taken on a particular proposal
at the Meeting or by attending the Meeting and voting in person. Proxies
solicited on behalf of the Board of Directors of the Company will be voted in
accordance with the directions given therein and, in the absence of specific
instructions to the contrary, will be voted:

FOR the reelection of John L. Nolting as a director of the Company
=== for a term expiring in 2002;

FOR the ratification of the selection of Clark, Schaefer, Hackett &
=== Co. ("Clark Schaefer") as the independent accountants of the
Company for the current fiscal year.

A majority of the shares of the Company's issued and outstanding common
stock (the "Common Stock"), present in person or represented by proxy at the
Meeting, shall constitute a quorum for purposes of the Meeting. Abstentions and
broker Non-votes (defined below) are counted for purposes of determining a
quorum.

-1-
4

VOTE REQUIRED

One director shall be elected by a plurality of the shares present in
person or by proxy at the Meeting and validly voted in the election of
directors. Shares as to which the authority to vote is withheld and shares held
by a nominee for a beneficial owner which are present in person or by proxy but
are not voted with respect to the election of directors ("Non-votes") are not
counted toward the election of directors. If the enclosed Proxy is signed, dated
and returned by the stockholder but no vote is specified thereon, the shares
held by such stockholder will be voted FOR the reelection of Mr. Nolting.

The affirmative vote of the holders of a majority of the shares present
in person or by proxy at the Meeting is necessary to ratify the selection of
Clark Schaefer as the independent accountants of the Company for the current
fiscal year. The effect of an abstention or a Non-vote is the same as a vote
against ratification. If the enclosed Proxy is signed and dated by the
stockholder, but no vote is specified thereon, the shares held by such
stockholder will be voted FOR the ratification of the selection of Clark
Schaefer as independent accountants.

VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF

Stockholders of record as of the close of business on March 10, 1999,
will be entitled to one vote for each share then held. As of that date, the
Company had 1,704,373 shares of Common Stock issued and outstanding.

The following table sets forth, as of March 10, 1999, share ownership
information regarding (i) those persons or entities who were known by management
to own beneficially more than five percent of the outstanding shares of Common
Stock; and (ii) all directors and executive officers of the Company and its most
significant subsidiary, The Franklin Savings and Loan Company ("Franklin"), as a
group.

Shares Beneficially Percent of
Name and Address of Beneficial Owner Owned Class
- ------------------------------------ ------------------- ----------

Thomas H. Siemers(1) 231,288 13.5%
First Franklin Corporation
4750 Ashwood Drive
Cincinnati, Ohio 45241

All directors and executive officers of Franklin 451,549 26.3
and the Company as a group (11 persons)(2)
- -----------------------------
(Footnotes on next page.)

-2-
5

(1) Mr. Siemers, the President and Chief Executive Officer of the Company,
has sole voting and investment power with respect to 106,216 shares and
shared voting and investment power for 27,900 shares and options to
purchase 3,250 shares granted under the First Franklin Corporation 1997
Stock Option and Incentive Plan (the "1997 Option Plan"). Mr. Siemers
has sole voting and/or investment power with respect to 39,946 shares
allocated to his account in The Franklin Savings and Loan Company
Employee Stock Ownership Plan ("ESOP"). Finally, as the ESOP trustee,
Mr. Siemers may be deemed to have voting power, investment power or
both with respect to another 53,976 shares of Common Stock held by the
ESOP, which have not been allocated to the accounts of individual
participants or which have been allocated to the accounts of individual
participants and which may still be sold by the trustee.

(2) Includes shares held directly, shares allocated to executive officers'
accounts in the ESOP, shares subject to options granted under the 1997
Option Plan and shares held by controlled corporations or certain
family members, over which shares the specified individuals or group
effectively exercise sole or shared voting and investment power. Such
amount also includes the shares that may be deemed to be beneficially
owned by Mr. Siemers, as trustee of the ESOP of Franklin. Share
information for each director of the Company is included under
"Election of Directors."

ELECTION OF DIRECTORS

The Board of Directors is currently composed of five members. Directors
are elected to serve for three-year terms or until their respective successors
are elected and qualified. Approximately one-third of the Board of Directors of
the Company is elected annually.

The full Board of Directors acts as a nominating committee for the
annual selection of its nominees as directors. While the nominating committee
and the Board of Directors will consider nominees recommended by others, it has
not actively solicited nominations or established any procedures for this
purpose.

The following table sets forth certain information regarding the
composition of the Company's Board of Directors, including terms of office. It
is intended that the proxies solicited on behalf of the Board of Directors
(other than proxies in which the vote is withheld as to a nominee) will be voted
at this Meeting for the reelection of the nominee indicated below. If the
nominee is unable to serve, the shares represented by all valid proxies will be
voted for the election of such substitute as the Board of Directors may
recommend. At this time, the Board of Directors knows of no reason why the
nominee might be unable to serve if elected. Except as disclosed herein, there
are no arrangements or understandings between the nominee and any other person
pursuant to which the nominee was selected.

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Positions held with Year first Shares
the Company Elected director of Term to Beneficially owned Percent
Name Age(1) and Franklin the Company/Franklin expire at March 10, 1999(2) of class
- ---- --- ------------ -------------------- ----------- -------------------- --------

NOMINEE
-------

John L. Nolting 66 Director 1987/1981 2002 2,000 0.1%

DIRECTORS REMAINING IN OFFICE
-----------------------------

James E. Cross 63 Director 1996/1978 2000 32,018 1.9%

Richard H. Finan 64 Director 1987/1968 2000 77,924 (3) 4.6%

James E. Hoff, 66 Director 1993/1993 2001 - -
S.J.

Thomas H. Siemers 65 President, Chief 1987/1953 2001 231,288 (4) 13.5%
Executive Officer
and Director

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

(1) As of March 10, 1999.

(2) Unless otherwise indicated by footnote, the individual has sole voting
and investment power with respect to all shares reported as owned.

(3) Mr. Finan has shared voting and investment power over 75,000 shares of
Common Stock.

(4) See footnote 1 to table under "VOTING SECURITIES AND PRINCIPAL HOLDERS
THEREOF."

The business experience of each director during the last five years is
as follows:

JOHN L. NOLTING has been the President and Chief Executive Officer of
DataTech Services, Inc., a computer service company located in Cincinnati, since
1974. He also serves as the President and Chief Executive Officer of Queen City
Leasing, an automobile leasing company located in Cincinnati, and a Director and
the President of DirectTeller Systems, Inc.

JAMES E. CROSS is a partner in the Dayton, Ohio law firm of Allbery
Cross Fogarty and has practiced with that firm since 1985. He was a member of
the Board of Directors of Central Savings in Dayton, Ohio when it merged with
Franklin in 1978, and has served as a director of Franklin since then.

RICHARD H. FINAN is the President of the Ohio State Senate. He has been
a member of the Ohio legislature since 1973 and has had a legal practice since
1959. Mr. Finan also serves as legal counsel for Madison Service Corporation,
Franklin's wholly-owned subsidiary, and DirectTeller Systems, Inc., a joint
venture between the Company and DataTech Services, Inc. Mr. Finan is also a
director of Carillon Funds, Inc., a company that has a class of securities
registered under Section 12 of the Securities Exchange Act of 1934 (the
"Exchange Act").

-4-
7

JAMES E. HOFF, S.J., has been the President of Xavier University in
Cincinnati, Ohio, since 1991. Prior to his arrival at Xavier, Fr. Hoff was
President of the Creighton Foundation and Vice President of University Relations
at Creighton University.

THOMAS H. SIEMERS has been employed by Franklin since 1949, has been a
director of Franklin since 1953, and has served as President and Chief Executive
Officer since 1968. From 1978 to 1983, Mr. Siemers served as a director of the
Federal Home Loan Bank of Cincinnati. Mr. Siemers also served as the Chairman of
the Ohio Savings and Loan League in 1981 and 1982 and on the Executive Committee
of the U.S. League of Savings Institutions from 1982 to 1985.

MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES

Regular meetings of the Company's Board of Directors are held
quarterly. During the year ended December 31, 1998, the Company's Board of
Directors held a total of six regular and special meetings. All incumbent
directors of the Company attended at least 75% of the total meetings of the
Company's Board of Directors and meetings held by all committees of the
Company's Board of Directors on which such director served during this period,
except Fr. Hoff who attended five of seven meetings held.

The Company has an Audit Committee, which is composed of the four
outside directors. The Audit Committee met once during 1998. The Company has no
standing compensation or nominating committees.

The full Board of Directors acts as the nominating committee for the
annual selection of its nominees for the election of directors. During 1998, the
Board of Directors met once acting as a nominating committee. While the Board of
Directors will consider nominees recommended by stockholders, it has not
actively solicited nominations nor established any procedures for this purpose.

The Board of Directors of Franklin, the principal subsidiary of the
Company, consists of the five directors of the Company, Donald E. Newberry, Sr.,
and Mary W. Sullivan. Regular meetings of Franklin's Board of Directors are
generally held on a monthly basis. Franklin's Board of Directors held a total of
14 regular and special meetings during 1998. All directors attended at least 75%
of the total meetings of Franklin's Board of Directors and meetings held by all
committees of Franklin's Board of Directors on which such director served. The
Board of Directors of Franklin has standing Executive and Compensation
Committees.

The Executive Committee consists of the President and one member of
Franklin's Board of Directors who is selected weekly on an alternating basis
from the entire Board. This committee meets weekly (except during weeks when the
full Board meets) and exercises the power of Franklin's Board of Directors
between regular Board meetings. All actions of this committee are reviewed and
ratified by Franklin's full Board of Directors. This committee met 40 times
during 1998.

Franklin's Compensation Committee reviews and makes recommendations to
Franklin's Board of Directors with respect to executive compensation and other
benefit programs. The Compensation Committee is comprised of Messrs. Siemers,
Finan and Nolting. One meeting was held by this committee during 1998.

-5-
8

COMPENSATION OF THE BOARD OF DIRECTORS

During 1998, directors fees paid by the Company and Franklin were
increased from $1,000 to $1,250 for each meeting of the Board of Directors of
the Company and Franklin held during the year. Mr. Siemers does not receive
directors fees from Franklin. No fees are currently paid by the Company or
Franklin for committee membership.

EXECUTIVE OFFICERS

The following information as to the business experience during the past
five years is supplied with respect to executive officers of the Company and
Franklin who do not serve on the Company's Board of Directors. Each officer is
elected annually to serve until his or her successor shall have been elected and
qualified, or until he or she shall resign or be removed by the Board of
Directors. There are no arrangements or understandings between the persons named
and any other person pursuant to which such officers were selected.

JOSEPH F. HUTCHISON, age 57, joined the Company and Franklin in 1997 as
Senior Vice President of Corporate Development. Prior to joining the Company,
Mr. Hutchison served as President and Chief Executive Officer of Suburban
Federal Savings Bank and Suburban Bancorporation, Inc., of Cincinnati, Ohio. Mr.
Hutchison is currently a director of the Federal Home Loan Bank of Cincinnati
and a trustee of the Ohio League of Financial Institutions.

DAVID E. HAERR, age 66, joined Franklin in May 1998 as Vice President
and Chief Lending Officer. Prior to joining Franklin, Mr. Haerr served as Senior
Vice President of lending at Merchants Bank and Trust Company in West Harrison,
Indiana. Mr. Haerr has also held lending positions at Fifth Third Bank and
Provident Bank in Cincinnati.

GRETCHEN J. SCHMIDT, age 42, has been the Corporate Secretary/Treasurer
of the Company since 1988. She also serves as Vice President of Operations of
Franklin. Ms. Schmidt has held a variety of part-time positions with Franklin
since 1971, and full-time positions since 1978. Currently, she is responsible
for branch operations and general corporate administration. Ms. Schmidt is the
daughter of President Siemers.

DANIEL T. VOELPEL, age 50, has been Vice President/Chief Financial
Officer of the Company since 1988. He also serves as Vice President/Chief
Financial Officer of Franklin and Treasurer of DirectTeller Systems, Inc., and
Franklin's subsidiary, Madison Service Corporation. He has been with Franklin
since 1983.

EXECUTIVE COMPENSATION

The Company currently does not pay any compensation to its executive
officers. The following table shows the compensation paid or granted by Franklin
and its subsidiaries for services rendered during the periods indicated to each
executive officer whose annual compensation exceeded $100,000 during the fiscal
year.

-6-
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Summary Compensation Table
--------------------------

-------------------------------------------------------------
Annual Compensation Long Term Compensation
- ---------------------------------------------------------------------------------------------------------------------------
Awards
Name and Principal Year Salary ($) Bonus ($) Restricted Securities All Other Compensation
Position Stock Awards Underlying (2)(3)
($) Options/
SARs(#)(1)
- ---------------------------------------------------------------------------------------------------------------------------

THOMAS H. SIEMERS President, 1998 $222,683 - - 9,750 $30,000
Chief Executive Officer and 1997 213,562 - - 9,750 28,826
Director of the Company, 1996 208,512 - - - 28,454
Franklin and Madison Service
Corporation; Chairman of the
Board of DirectTeller
Systems, Inc.

JOSEPH F. HUTCHISON 1998 $127,853 4,500 -
Senior Vice President 1997 46,890 4,500 -
Corporate Development of the
Company and Franklin

DANIEL T. VOELPEL 1998 $112,325 - - 4,500 $22,374
Vice President and Chief 1997 108,870 - - 4,500 19,804
Financial Officer of the 1996 105,120 $ 2,000 - - 20,277
Company and Franklin,
Treasurer of Madison Service
Corporation and DirectTeller
Systems, Inc.
- -----------------------------

(1) Represents the number of shares of Common Stock underlying options
granted to Messrs. Siemers, Hutchison and Voelpel pursuant to the 1997
Option Plan.

(2) For Mr. Siemers, consists of contributions to the Company's defined
contribution plan in the amounts of $15,408, $16, 000 and $15,000, for
1998, 1997 and 1996, respectively, and the $14,592, $12,826 and $13,454
value of the allocations to his ESOP account for 1998, 1997 and 1996,
respectively.

(3) For Mr. Voelpel, consists of contributions to the Company's defined
contribution plan in the amounts of $11,702, $10,992 and $11,017, for
1998, 1997 and 1996, respectively, and the $10,672, $8,812 and $9,260
value of the allocations to his ESOP account, for 1998, 1997 and 1996,
respectively.

EMPLOYMENT CONTRACT

On May 1, 1984, the Board of Directors of Franklin approved a five-year
employment agreement with Mr. Siemers. The contract provides for automatic
extensions of one year each upon the expiration of each year of the contract,
until either Franklin or Mr. Siemers gives written notice to the contrary,
subject to earlier termination by Franklin. Mr. Siemers will generally be
entitled to severance benefits if the contract is terminated without cause, as
defined in the contract.

-7-
10

The employment agreement provides for a salary as determined by the
Board of Directors but not less than the employee's current annual salary.
Salary increases will be reviewed not less often than annually. The contract
provides, among other things, for participation in an equitable manner in
employee benefits applicable to executive personnel.

The contract provides for payment to the employee of an amount equal to
the present value of the employee's salary for the unexpired term of the
contract in the event there is a change in control of Franklin where employment
terminates involuntarily in connection with such change of control or within six
months thereafter. If Mr. Siemers' employment were terminated in connection with
a change in control while earning his current salary as of December 31, 1998, at
which date the unexpired term of the contract was 52 months, Mr. Siemers could
have received a cash payment of up to approximately $830,300 pursuant to his
contract. Such termination payments are provided on a similar basis in
connection with a voluntary termination of employment in connection with a
change in control which was at any time opposed by Franklin's Board of
Directors.

TRANSACTIONS WITH MANAGEMENT AND INDEBTEDNESS OF MANAGEMENT

Franklin, like many financial institutions, has followed a policy of
granting to its officers, directors and employees loans for the financing and
improvement of their personal residences and consumer loans for other purposes.
Except as set forth below, such loans are made in the ordinary course of
business and are made on substantially the same terms and collateral as those of
comparable transactions prevailing at the time and do not involve more than the
normal risk of collectibility or present other unfavorable features. Currently,
for loans to the employees, directors and officers of the Company or Franklin
and their family members, interest rates are generally set at 1% over Franklin's
cost of funds, subject to adjustment to market rates in the event that the
employment relationship is terminated. If the employment relationship is
terminated, the rate will revert to the contract rate and the modification will
be canceled. Loan fees on mortgage loans are generally waived except to the
extent of direct loan origination expenses incurred by Franklin. Other loans are
reviewed on an individual basis and any preferential treatment given is based on
the employees length of service, work performance and past credit history.

Set forth below is certain information at December 31, 1998, as to all
loans made by Franklin to each of its or the Company's current directors or
executive officers which were granted at less than market rates and which for
any one individual resulted in an aggregate indebtedness to Franklin exceeding
$60,000 at any time since January 1, 1997:

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11

Largest amount Market interest
Nature of outstanding since Balance as of Current interest rate at the time
Name Date of loan indebtedness January 1, 1997 December 31, 1998 rate of Origination
---- ------------ ------------------ ----------------- ----------------- ---------------- ----------------

Richard H. Finan 06/15/84 First mortgage - $ 78,276 $68,948 6.625% 10.50%
personal residence

Joseph F. 03/09/98 First mortgage - 155,000 148,995 6.00 6.75
Hutchison personal residence

John L. Nolting 04/15/98 First mortgage - 126,000 124,044 6.00 7.375
personal residence

09/26/96 Consumer loan 16,412 8,449 7.50 9.50

12/11/98 Consumer loan 4,700 4,700 8.00 10.00

11/16/97 Consumer loan 14,000 0 5.93 6.93

Gretchen J. 09/01/98 First mortgage - 234,650 233,834 6.00 7.25
Schmidt personal residence

12/24/96 First mortgage - 146,700 0 5.875 7.875
personal residence

02/07/97 Consumer loan 19,413 13,075 7.00 9.00

02/13/98 Consumer loan 12,000 5,845 8.50 10.50

08/12/98 Consumer loan 2,535 2,205 6.75 7.75

The Company owns a 51% interest in DirectTeller Systems, Inc.
("DirectTeller"), an Ohio corporation that markets computer software developed
by DataTech Services, Inc. ("DataTech"), to financial institutions. Director
Nolting is the President and Chief Executive Officer of DataTech. When this
venture was approved by the Board of Directors of the Company in 1989, Director
Nolting abstained from voting on the matter. The Company initially contributed
$50,000 and DataTech contributed the software it developed to the initial
capitalization of DirectTeller. The Company is responsible for maintaining the
financial records of DirectTeller and DataTech is obligated to manage the day to
day operations of DirectTeller, including software maintenance and marketing.
DataTech does not receive a management fee for performing these services. The
Company's investment in Direct Teller was $50,000 at December 31, 1998.

Director Finan is an attorney at law who from time to time provides
legal services to Madison Service Corporation and DirectTeller. During the year
ended December 31, 1998, fees paid by the subsidiaries of Franklin and the
Company did not exceed five percent of Mr. Finan's gross revenues for the last
fiscal year.

Section 16(a) of the Exchange Act requires the Company's directors and
executive officers and persons who own more than 10% of a registered class of
the Company's equity securities to file with the Securities and Exchange
Commission initial reports of ownership and reports of changes of ownership in

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12

the Company by the tenth day of the month following a change. Officers,
directors and greater than 10% stockholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on a review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 1998, all Section 16(a)
filings required were timely filed.

SELECTION OF INDEPENDENT ACCOUNTANTS

Clark Schaefer conducted the independent audit of the Company for the
year ended December 31, 1998 and the Board of Directors has selected Clark
Schaefer as the independent accountants of the Company for the fiscal year ended
December 31, 1999.

The Board of Directors is requesting and recommends that the
stockholders of the Company ratify the selection of Clark Schaefer as the
independent accountants of the Company for the current fiscal year. Management
of the Company expects that a representative of Clark Schaefer will be present
at the Annual Meeting, and that such representative will have an opportunity, if
desired, to make a statement and will be available to respond to appropriate
questions.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF CLARK SCHAEFER AS INDEPENDENT ACCOUNTANTS OF THE COMPANY FOR THE CURRENT
FISCAL YEAR.

STOCKHOLDER PROPOSALS

To be eligible for inclusion in the Company's proxy materials for next
year's Annual Meeting of Stockholders, any stockholder proposal requesting
action at such meeting must be received at the Company's main office, 4750
Ashwood Drive, Cincinnati, Ohio 45241, no later than November 26, 1999. Any such
proposal shall be subject to the requirements of the proxy rules adopted under
the Exchange Act. In addition, if a shareholder intends to present a proposal at
next year's Annual Meeting of Stockholders without including the proposal in the
proxy materials related to that meeting, and if the proposal is not received by
February 10, 1999, then the proxies designated by the Board of Directors of the
Company for next year's Annual Meeting of Stockholders of the Company may vote
in their discretion on any such proposal any shares for which they have been
appointed proxies without mention of such matter in the proxy statement or on
the proxy card for such meeting.

OTHER MATTERS

The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this Proxy Statement.
However, if any other matter should properly come before the Meeting, as
provided for in the Bylaws of the Company, it is intended that holders of the
proxies will act in accordance with their best judgment.

-10-
13

The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitation by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.

The Company's Annual Report to Stockholders, including financial
statements, is also enclosed. Any stockholders who have not received a copy of
such Annual Report may obtain a copy by writing to the Company. Such Annual
Report is not to be treated as part of the proxy solicitation materials, nor as
having been incorporated herein by reference.

BY ORDER OF THE BOARD OF DIRECTORS

Cincinnati, Ohio Thomas H. Siemers
March 25, 1999 President and Chief Executive Officer

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REVOCABLE PROXY
FIRST FRANKLIN CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL ___, 1999

The undersigned hereby appoints James E. Hoff, S.J. and Thomas H.
Siemers, or any one of them, with full powers of substitution, to act as proxy
or proxies for the undersigned to vote all shares of Common Stock of First
Franklin Corporation (the "Company") that the undersigned is entitled to vote at
the Annual Meeting of Stockholders (the "Meeting") to be held on April __, 1999
at the corporate office of the Company located at 4750 Ashwood Drive,
Cincinnati, Ohio, at ___ P.M., and at any and all adjournments thereof, as
follows:

I. The election of the following director:

____ FOR the nominee listed ____ WITHHOLD authority to vote
below (except as otherwise for the nominee listed below
indicated)

JOHN L. NOLTING

II. The ratification of the appointment of Clark, FOR AGAINST ABSTAIN
Schaefer, Hackett & Co. as the independent
accountants for the Company for the fiscal year
ended December 31, 1999. ____ ____ ____

In their discretion, the proxies are authorized to vote on any other business
that may properly come before the Meeting or any adjournment thereof.

The Board of Directors recommends a vote "FOR" the nominees listed and "FOR"
the ratification of the appointment of the independent accountants.

THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE NOMINEES AND THE PROPOSITIONS LISTED. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED
IN THIS PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF
DIRECTORS KNOWS OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

This proxy shall be deemed terminated and of no further force and effect if the
undersigned attends and votes in person at the Annual Meeting or submits a
later-dated proxy or written revocation to the Company prior to the
commencement of voting at the Annual Meeting.

The undersigned acknowledges receipt from the Company, prior to the execution
of this Proxy, of Notice of the Meeting, a Proxy Statement dated March __,
1999, and a copy of the 1998 Annual Report to Stockholders.

Dated: ___________, 1999

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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER

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SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER

Please sign exactly as your name appears above on this card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.

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PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.

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