SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
First Franklin Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities)
320272107
__________________________________
(CUSIP Number)
Margaret W. Walton
c/o First Franklin Corporation
401 East Court Street
Cincinnati, OH 45202
(513) 721-0800
_________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 8, 1995
_______________________________________________________
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. ____
Check the following box if a fee is being paid with this
statement X . (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
NOTE: See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 6 Pages
<PAGE> Page 2 of 6 Pages
SCHEDULE 13D
CUSIP NO. - 320272107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Margaret W. Walton
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) ___
3. SEC USE ONLY:
4. SOURCE OF FUNDS:
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e):
____
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH:
7. SOLE VOTING POWER: 59,683
8. SHARED VOTING POWER: None
9. SOLE DISPOSITIVE POWER: 52,200
10. SHARED DISPOSITIVE POWER: None
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
59,683 shares
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
5.02%
14. TYPE OF REPORTING PERSON:
IN
<PAGE> Page 3 of 6 Pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this statement relates is
the Common Stock, $.01 par value of ("Common Stock"), of First
Franklin Corporation ("First Franklin"). First Franklin's main
office is located at 401 East Court Street, Cincinnati, Ohio
45202. It owns 100% of the shares of common stock of Franklin
Savings & Loan Company, a savings and loan association in
Cincinnati ("Franklin Savings").
ITEM 2. IDENTITY AND BACKGROUND
The name and business address of the person filing this statement
is Margaret W. Walton, First Franklin Corporation, 401 East Court
Street, Cincinnati, Ohio 45202. Ms. Walton is a Vice President
of First Franklin and a Vice President and Secretary of Franklin
Savings.
During the last five years, Ms. Walton has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, Ms. Walton has not been a party to
any civil proceeding of a judicial or administrative body of
competent jurisdiction, which resulted in her being subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting a mandatory activities subject to, federal or
state securities laws or in a finding of any violation of such
laws.
Ms. Walton is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The transaction increasing Ms. Walton's beneficial ownership to
5.02% was an allocation of 1,303 shares First Franklin Common
Stock to her account in The Franklin Savings & Loan Company
Employee Stock Ownership Plan (the "ESOP"), which purchased such
shares earlier with funds contributed by Franklin Savings.
ITEM 4. PURPOSE OF TRANSACTION
Shares beneficially owned by Ms. Walton have been acquired for
investment. Ms. Walton may from time to time, depending upon
market conditions and other investment considerations, purchase
additional shares of First Franklin for investment or dispose of
shares of First Franklin. The ESOP may also purchase additional
First Franklin shares for allocation to Ms. Walton's account or
dispose of a portion of those allocated shares.
<PAGE> Page 4 of 6 Pages
As Vice President of First Franklin and Franklin Savings, Ms.
Walton is involved in material decision making for that entity,
which impacts First Franklin. She, at times may participate in
consideration of potential actions and transactions that may be
advantageous to Franklin Savings and First Franklin, including
possible mergers, acquisitions, reorganizations and other
material changes in the business, corporate structure, management
policies, governing instruments, securities or the regulatory and
reporting obligations of Franklin Savings and/or First Franklin.
Except as noted above with respect to Ms. Walton's activities as
Vice President of First Franklin and Franklin Savings, Ms. Walton
has no plans or proposals which relate to or would result in:
(a) the acquisition by any person of additional securities of
First Franklin, or the disposition of securities by First
Franklin;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving First Franklin or any of
its subsidiaries;
(c) a sale or transfer of a material amount of assets of First
Franklin or any of its subsidiaries;
(d) any change in the present Board of Directors or management
of First Franklin, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies on
the Board;
(e) any material change in the present capitalization or
dividend policy of First Franklin;
(f) any other material change in First Franklin's business or
corporate structure;
(g) changes in First Franklin's articles of incorporation,
bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of First Franklin
by any persons;
(h) a class of securities of First Franklin being delisted from
a national securities exchange or to ceasing to be authorized to
be quoted in an inter-quotation system of a registered national
securities association;
(i) a class of equity securities of First Franklin becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or
(j) any action similar to any of those enumerated above.
<PAGE> Page 5 of 6 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Ms. Walton beneficially owns 59,683 or 5.02% of the shares of
Common Stock of First Franklin. She has sole voting and
investment power over 52,200 shares, of which 12,200 are
immediately exercisable options to acquire shares of Common
Stock. The remaining 7,483 shares are allocated to Ms. Walton's
account in the ESOP, over which she has sole voting power.
In January 1995, First Franklin effected a two-for-one stock
split of its Common Stock. On March 8, 1995, 1,303 shares that
had been previously purchased by the ESOP were allocated to Ms.
Walton's ESOP account.
No other person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares held by Ms. Walton.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
There are no contracts, arrangements, understandings or
relationships (legal or otherwise) between Ms. Walton and any
other person with respect to any securities of the issuer,
including but not limited to, transfer or voting of any of such
securities, finder's fees, joint ventures, loan or option
arrangements, put or calls, guarantees of profits, divisions of
profits or loss, or the giving or withholding of proxies. None
of the Common Stock beneficially owned by Ms. Walton is pledged
or otherwise subject to a contingency the occurrence of which
would give another person voting power or investment power over
such shares (excluding standard default and similar provisions
contained in loan agreements).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None
<PAGE> Page 6 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
DATE: April 10, 1995
By: Margaret W. Walton
Margaret W. Walton
