SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
First Franklin Corporation
_________________________________________________________________
(Name of Issuer)
Common Stock
_________________________________________________________________
(Title of Class of Securities)
320272107
__________________________________
(CUSIP Number)
Thomas H. Siemers
c/o First Franklin Corporation
401 East Court Street
Cincinnati, OH 43202
(513) 721-0808
_________________________________________________________________
(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 ____. (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 7 Pages
<PAGE> Page 2 of 7 Pages
SCHEDULE 13D
CUSIP NO. 320272107
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON:
Thomas H. Siemers
###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ___
(b) _X_
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: (These numbers reflect a recent two-for-one stock split)
7. SOLE VOTING POWER: 128,582
8. SHARED VOTING POWER: 600
9. SOLE DISPOSITIVE POWER: 158,223
10. SHARED DISPOSITIVE POWER: 600
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON:
168,589
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
____
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
13.96%
14. TYPE OF REPORTING PERSON:
IN
<PAGE> Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this amendment relates to
is the Common Stock, $.01 par value (the "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 amendment
is Thomas H. Siemers, First Franklin Corporation, 401 East Court
Street, Cincinnati, Ohio 45202. Mr. Siemers is President and
Chief Executive Officer of First Franklin and Franklin Savings.
During the last five years, Mr. Siemers has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, Mr. Siemers has not been a party to
any court proceeding of a judicial or administrative body of
competent jurisdiction, which resulted in him being subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws, or in a finding of any violation of such
laws.
Mr. Siemers is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Siemers is the trustee of The Franklin Savings & Loan Company
Employee Stock Ownership Plan (the "ESOP"). On March 8, 1995,
the ESOP allocated 3,214 shares of Common Stock previously
purchased with funds contributed by Franklin Savings to Mr.
Siemers' account. On February 27, 1995, 500 shares of Common
Stock were purchased by the ESOP for $6,500 from a director of
First Franklin in a private transaction, with funds contributed
by Franklin Savings. On March 28, 1995, the ESOP purchased an
additional 1,000 shares for $12,750, from that same director,
with funds contributed by Franklin Savings.
<PAGE> Page 4 of 7 Pages
ITEM 4. PURPOSE OF TRANSACTION
Shares beneficially owned by Mr. Siemers have been acquired for
investment. Mr. Siemers 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 over which Mr. Siemers serves
as trustee, may purchase or dispose of shares of First Franklin.
Mr. Siemers is also trustee of The Franklin Savings and Loan
Company Integrated Benefit Pension Plan, a tax-qualified employee
pension plan (the "Pension Plan"), which may purchase or dispose
of shares of First Franklin.
As President and Chief Executive Officer of First Franklin and
Franklin Savings, Mr. Siemers is involved in material decision
making by First Franklin. He, at times, explores potential
actions and transactions that may be advantageous to First
Franklin and Franklin Savings, including possible mergers,
acquisitions, reorganizations or other material changes in the
business, corporate structure, management policies, governing
instruments, securities or the regulatory and reporting
obligations of First Franklin and Franklin Savings.
The control regulations of the Office of Thrift Supervision
("OTS") and First Franklin's Certificate of Incorporation
establish limitations on acquisitions of in excess of 10% of
First Franklin's shares. In April 1992, the Board of First
Franklin requested and received shareholder authorization for Mr.
Siemers' to exceed the 10% stock ownership limitation contained
in First Franklin's Certificate of Incorporation. In addition,
Mr. Siemers submitted a Notice of Change in Control with the OTS
under its control regulations to acquire shares in excess of 10%.
The OTS did not object to the Notice.
Except as noted above with respect to Mr. Siemers' activities on
behalf of First Franklin and Franklin Savings as their President,
Mr. Siemers 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 material amount of assets of First
Franklin or any of its subsidiaries;
<PAGE> Page 5 of 7 Pages
(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.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Mr. Siemers beneficially owns 168,589 or 13.96% shares of Common
Stock of First Franklin, of which 54,407 shares are beneficially
owned as a result of his serving as trustee of the ESOP and
Pension Plan.
Mr. Siemers owns 62,180 shares individually over which he has
sole voting and investment power. He owns options to purchase
31,472 shares, which he might exercise at any time (subject to
Section 16 limitations). He would have sole voting and
investment power over such shares. There are 19,930 shares
allocated to Mr. Siemers account in the ESOP, over which he
exercises sole voting power and has investment power as to
10,164 shares.
As trustee of the ESOP, he has no voting power over shares
allocated to others or over unallocated shares. He has
investment power over 39,407 shares in the ESOP, which are either
unallocated or are allocated to the ESOP accounts of others as
to those shares in excess of 51% of the shares in such accounts.
As trustee of the Pension Plan, he has sole voting and investment
power over 15,000 shares.
<PAGE> Page 6 of 7 Pages
He has joint voting and investment power over 600 shares owned
jointly with his spouse, Susie Siemers, whose residential address
is 6927 Whippoorwill Drive, Cincinnati, Ohio 45230
Mrs. Siemers, The ESOP and the Pension Plan disclaim beneficial
ownership of any shares of First Franklin beneficially owned by
Mr. Siemers that are not those reported above as being owned by
each of them. Mr. Siemers expressly disclaims beneficial
ownership of shares of First Franklin owned by his adult children
who do not live with him.
During January 1995, First Franklin effected a two-for-one stock
split of all its Common Stock. On March 8, 1995, 3,214 shares
that had been previously purchased by the ESOP were allocated to
Mr. Siemers' account. An additional 13,958 unallocated shares in
the ESOP, were allocated to others' accounts. On February 27,
1995, the ESOP purchased 500 shares from John L. Nolting, a
director of First Franklin at $13.00 per share, or $6,500, which
shares remain unallocated. On March 28, 1995, the ESOP purchased
an additional 1,000 shares from Mr. Nolting for $12.75 per share
or $12,750, which shares remain unallocated. These purchases and
the referenced allocations of shares impacted the number of
shares in the ESOP over which Mr. Siemers is deemed to have
beneficial ownership.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
Other than the provisions in the ESOP and Pension Plan governing
Mr. Siemers' role as trustee thereof, there are no contracts,
arrangements, understandings or relationships (legal or
otherwise) between Mr. Siemers 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 First Franklin
Common Stock beneficially owned by Mr. Siemers 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.
A. The Pension Plan (filed as an exhibit to Mr. Siemers'
Schedule 13D dated February 18, 1988, which is hereby
incorporated by reference).
B. The ESOP (filed as an exhibit to Mr. Siemers' Schedule 13D
dated February 18, 1988, which is hereby incorporated by
reference).
<PAGE> Page 7 of 7 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: Thomas H. Siemers
Thomas H. Siemers
