FIRST FRANKLIN CORP
10QSB, 1996-08-05
SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED
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                      Securities and Exchange Commission
                            Washington, D.C. 20549


                                  Form 10-QSB

[X]  Quarterly  Report  Pursuant  to  Section  13 or 15(d)  of the  Securities
     Exchange Act of 1934

     For the Quarterly Period Ended June 30,1996

[ ]  Transition  Report  Pursuant  to  Section  13 or 15(d) of the  Securities
     Exchange Act of 1934

     For the Transition Period

                        Commission File Number 0-16362

                          First Franklin Corporation
            (Exact Name of Registrant as Specified in its Charter)


             Delaware                                 31-1221029
 (State or Other Jurisdiction of                   (I.R.S. Employer
  Incorporation or Organization)                Identification Number)

                 401 East Court Street Cincinnati, Ohio      45202
                (Address of Principal Executive Offices)   (Zip Code)

       Registrant's Telephone Number, including Area Code (513) 721-1031

     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  twelve months (or for such shorter  period that the
Registrant was required to file such reports) and (2) has been subject to such
requirements for the past 90 days.

                           Yes  [X]     NO  [ ]


     As of June 30,1996, there were issued and outstanding 1,165,318 shares of
the Registrant's Common Stock.

Transitional Small Business Format (check one)
                           Yes  [ ]     NO  [X]



                                     -1-
<PAGE>


                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY

                                     INDEX

                                                                      Page No.


Part I   Financial Information

Item 1.  Consolidated Balance Sheets -
         June 30, 1996 and December 31, 1995 ............................ 3

         Consolidated Statements of Operations and Retained
         Earnings - Three and Six Month Periods ended
         June 30, 1996 and 1995 ......................................... 4

         Consolidated Statements of Cash Flows -
         Six Month Periods ended June 30,1996
         and 1995 ....................................................... 6

         Notes to Consolidated Financial Statements ..................... 8  


Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations .......................... 9


Part II  Other Information ............................................. 16

Item 5.  Press Release Dated June 26, 1996 ............................. 17
         Press Release Dated July 11, 1996 ............................. 18

Signatures

                                     -2-

<PAGE>


Part I - Item 1.

<TABLE>
                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                            (Dollars in Thousands)

                                                            June 30, 1996      Dec 31, 1995
                                                            -------------      ------------
                                                             (Unaudited)
<S>                                                          <C>                 <C>
     ASSETS
Cash, including CD's & other interest-earning
  deposits of $839 and $5,895 at 6/30/96
  and 12/31/95, respectively                                   $2,328              $8,653
Investment securities
  Available-for-sale, at market value
     (amortized cost of $20,551 and $18,839, respectively)     20,294              18,762
Mortgage-backed securities
  Available-for-sale, at market value
     (amortized cost of $20,722 and $18,701, respectively)     20,860              18,964
  Held-to-maturity, at amortized cost
    (market value of $20,068 and 22,051, respectively)         21,133              22,258
Loans receivable, net                                         145,703             139,419
Real estate owned, net                                            188                   0
Stock in Federal Home Loan Bank
  of Cincinnati, at cost                                        1,690               1,650
Accrued interest receivable                                     1,320               1,252
Property and equipment, net                                     1,625                 908
Other assets                                                    1,367               1,729
                                                             --------            --------
                                                             $216,508            $213,595
                                                             ========            ========
     LIABILITIES
Savings accounts                                             $188,336            $184,574
Borrowings                                                      7,235               7,393
Advances by borrowers for taxes
  and insurance                                                   435               1,207
Other liabilities                                                 215                 113
                                                             --------            --------
     Total liabilities                                        196,221             193,287
                                                             --------            --------
     STOCKHOLDERS' EQUITY:
Preferred stock; $.01 par value per share;
  500,000 shares authorized; no shares issued
Common stock; $.01 par value per share;
  2,500,000 shares authorized; 1,278,396
   shares issued at 6/30/96 and 1,270,164
   at 12/31/95                                                     13                  13
Additional paid in capital                                      5,879               5,838
Treasury stock, at cost- 113,078 shares at
 6/30/96 and 91,878 at 12/31/95                                  (761)               (442)
Unrealized (loss) gain on available-for-sale securities,
   net of (benefit) taxes of $(41) at 6/30/96 and
   $63 at 12/31/95                                                (79)                122
Retained earnings, substantially restricted                    15,235              14,777
                                                             --------            --------
     Total stockholders' equity                                20,287              20,308
                                                             --------            --------
                                                             $216,508            $213,595
                                                             ========            ========


The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
                                     -3-


<PAGE>
<TABLE>

                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
          CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
                            (Dollars in Thousands)


                                                    For The Three Months Ended          For The Six Months Ended
                                                 June 30, 1996     June 30, 1995     June 30, 1996    June 30, 1995
                                                 -------------     -------------     -------------    -------------
                                                          (Unaudited)                         (Unaudited)

<S>                                                 <C>               <C>               <C>               <C>   
Interest income:
  Loans receivable ..........................       $2,863            $2,685            $5,683            $5,336
  Mortgage-backed securities ................          647               541             1,304             1,071
  Investment securities .....................          355               331               717               606
                                                    ------            ------            ------            ------
                                                     3,865             3,557             7,704             7,013
                                                    ------            ------            ------            ------
Interest expense:
  Savings accounts ..........................        2,286             2,158             4,595             4,170
  Borrowings ................................          117                10               236                28
                                                    ------            ------            ------            ------
                                                     2,403             2,168             4,831             4,198
                                                    ------            ------            ------            ------

     Net interest income ....................        1,462             1,389             2,873             2,815

Provision for loan losses ...................           20                 0                41                15
                                                    ------            ------            ------            ------
     Net interest income after
       provision for loan losses ............        1,442             1,389             2,832             2,800
                                                    ------            ------            ------            ------
Noninterest income:
  Gain on loans sold ........................            2                 1                15                 3
  Service fees on NOW accounts ..............           54                53               102               104
  Other income ..............................           42                28               107                63
                                                    ------            ------            ------            ------
                                                        98                82               224               170
                                                    ------            ------            ------            ------
Noninterest expenses:
  Salaries and employee benefits ............          425               423               834               839
  Occupancy expense .........................          157               145               299               292
  Federal insurance premiums ................          107               100               212               200
  Service bureau expense ....................           72                64               141               130
  Other expenses ............................          286               272               621               587
                                                    ------            ------            ------            ------
                                                     1,047             1,004             2,107             2,048
                                                    ------            ------            ------            ------

Income before federal income taxes ..........          493               467               949               922

Provision for federal income taxes ..........          163               152               314               303
                                                    ------            ------            ------            ------

     Net Income .............................       $  330            $  315            $  635            $  619
                                                    ======            ======            ======            ======

                                   continued

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

                                      -4-
<PAGE>
<TABLE>

                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
    CONSOLIDATED STATEMENTS OF OPERATIONS AND RETAINED EARNINGS, CONTINUED
                 (Dollars in Thousands Except per Share Data)

                                                    For The Three Months Ended          For The Six Months Ended
                                                 June 30, 1996     June 30, 1995     June 30, 1996    June 30, 1995
                                                 -------------     -------------     -------------    -------------
                                                          (Unaudited)                         (Unaudited)

<S>                                                 <C>               <C>               <C>               <C>   
RETAINED EARNINGS-BEGINNING OF PERIOD              $14,999           $14,027           $14,777           $13,805
  Net income                                           330               315               635               619
  Less: dividends declared                             (94)              (83)             (177)             (165)
                                                       ---               ---              ----              ---- 
RETAINED EARNINGS-END OF PERIOD                    $15,235           $14,259           $15,235           $14,259
                                                   =======           =======           =======           =======

EARNINGS PER COMMON SHARE (in dollars)               $0.27             $0.25             $0.52             $0.50
                                                     =====             =====             =====             =====

DIVIDENDS DECLARED PER
 COMMON SHARE (in dollars)                           $0.08             $0.07             $0.15             $0.14
                                                     =====             =====             =====             =====

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

                                     -5-
<PAGE>

<TABLE>

                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                            (Dollars in Thousands)

                                                                For The Six Months Ended
                                                            June 30, 1996       June 30, 1995
                                                            -------------       -------------
                                                                      (Unaudited)
<S>                                                              <C>                 <C> 
Cash provided by (used in) operating activities:

Net income                                                       $635                $619

Adjustments to reconcile net income to net
   cash provided by operating activities:

     Provision for loan losses                                     41                  15
     Depreciation and amortization                                108                 101
     FHLB stock dividend                                          (58)                (52)
     Increase in accrued interest receivable                      (68)                (81)
     Increase in other assets                                    (418)               (135)
     Increase (decrease) in other liabilities                     102                (228)
     Other, net                                                  (286)               (415)
     Loans sold                                                 1,073                 287
     Disbursements on loans originated for sale                  (873)               (287)
                                                                 ----                ---- 
Net cash provided by (used in) operating activities               256                (176)
                                                                  ---                ---- 

Cash provided by (used in) investing activities:
  Loan principal reductions                                    14,828              13,022
  Disbursements on mortgage and other
     loans purchased or originated for investment             (21,176)            (11,610)
  Repayments on mortgage-backed
     securities                                                 3,029               1,661
  Purchase of available-for-sale mortgage-backed securities    (3,947)
  Purchase of available-for-sale investment securities         (4,199)
  Proceeds from the maturity of available-for-sale
    investment securities                                       2,500
  Sale of Federal Home Loan Bank stock                             17                 109
  Capital expenditures                                            (10)                (35)
                                                                  ---                 --- 
Net cash (used in) provided by investing activities            (8,958)              3,147
                                                               ------               -----

 
                                   continued

The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>

                                      -6-

<PAGE>
<TABLE>

                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
               CONSOLIDATED STATEMENTS OF CASH FLOWS, CONTINUED
                            (Dollars in Thousands)

                                                       For The Six Months Ended
                                                    June 30, 1996    June 30, 1995
                                                    -------------    -------------
                                                             (Unaudited)
<S>                                                      <C>            <C>     
Cash provided by (used in) financing activities:
  Net decrease in passbook accounts
    and demand deposits ..........................        (1,276)        (6,973)
  Proceeds from sales of certificates
    of deposit ...................................        28,146         38,596
  Payments for maturing certificates
    of deposit ...................................       (28,408)       (25,140)
  Purchase of deposit accounts ...................         5,300
  Repayment of borrowed money ....................          (158)          (132)
  Decrease in advances by borrowers
     for taxes and insurance .....................          (772)          (713)
  Purchase of treasury stock .....................          (319)
  Proceeds from sale of common stock .............            41             61
  Payment of dividends ...........................          (177)          (165)
                                                            ----           ---- 
Net cash provided by financing activities ........         2,377          5,534
                                                           -----          -----

Net increase in cash .............................      ($ 6,325)      $  8,505
Cash at beginning of period ......................         8,653          2,883
                                                           -----          -----
CASH AT END OF PERIOD ............................      $  2,328       $ 11,388
                                                        ========       ========


The accompanying notes are an integral part of the consolidated financial statements.

</TABLE>
                                     -7-
<PAGE>



                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 1:   BASIS OF PRESENTATION

     The accompanying unaudited interim consolidated financial statements have
been prepared in accordance with generally accepted accounting  principles for
interim  financial  information  and with the  instructions to Form 10-QSB and
Rule 10-01 of  Regulation  S-X.  Accordingly,  they do not  include all of the
information and footnotes required by generally accepted accounting principles
for  complete  financial  statements.  In  the  opinion  of  management,   all
adjustments (consisting of normal recurring accruals) considered necessary for
a fair  presentation  have been included.  Operating results for the three and
six month  periods  ended June 30,1996 are not  necessarily  indicative of the
results that may be expected for the full year. The December  31,1995  Balance
Sheet data was derived from audited Financial Statements, but does not include
all disclosures required by generally accepted accounting principles.

     Effective January 1, 1996 the Company was required to adopt the following
accounting standards; Statement of Financial Accounting Standards ("SFAS") No.
121  "Accounting  for the  Impairment  of Long Lived Assets and for Long Lived
Assets to be  Disposed",  SFAS No.  122  "Accounting  for  Mortgage  Servicing
Rights",  and SFAS No. 123  "Accounting  for Stock  Based  Compensation".  The
adoption of these new accounting  standards did not have a significant  impact
on the Company's  Consolidated  Statement of Operations  for the three and six
month periods ended June 30, 1996.



                                      -8-
<PAGE>


Part I - Item 2.
                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY
                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

     First Franklin Corporation ("Company") was incorporated under the laws of
the State of  Delaware  in  September  1987 by  authorization  of the Board of
Directors of the Franklin Savings and Loan Company  ("Franklin").  The Company
applied for and received  regulatory  approval to acquire all the common stock
of Franklin to be  outstanding  upon its  conversion  from the mutual to stock
form of ownership. This conversion was completed January 25,1988.

     As a Delaware corporation,  First Franklin is authorized to engage in any
activity permitted by Delaware General Corporate Law. As a unitary savings and
loan holding company, First Franklin is subject to examination and supervision
by  the  Office  of  Thrift  Supervision  ("OTS")  ,  although  the  Company's
activities  are not limited by the OTS as long as certain  conditions are met.
The Company's assets consist of cash, investment securities and investments in
Franklin and DirectTeller Systems Inc. ("DirectTeller").

     Franklin is an Ohio  chartered  stock savings and loan  headquartered  in
Cincinnati,  Ohio.  It was  originally  chartered  in 1883 as the Green Street
Number 2 Loan and Building Company. Franklin operates seven banking offices in
Hamilton County, Ohio through which it offers a wide range of consumer banking
services,  including mortgage loans,  credit cards,  checking  accounts,  auto
loans, savings and certificate accounts, automated teller machines and a voice
response  telephone  inquiry  system.  Franklin  initiated  a program in 1995,
through a third party provider,  to give its customers access to mutual funds,
annuities  and  brokerage  services in its  offices.  The business of Franklin
consists  primarily of attracting  deposits from the general  public and using
those  deposits,  together with  borrowings and other funds,  to originate and
purchase  investments and real estate loans for retention in its portfolio and
sale in the secondary market.

     Franklin has one  subsidiary,  Madison Service  Corporation  ("Madison").
Madison  was formed on  February  22,1972 by  Franklin  which owns 100% of its
outstanding  stock.  At the  present  time,  Madison's  only  activity  is the
servicing of a multi-family mortgage loan.

     DirectTeller  was formed in 1989 by the  Company and  DataTech  Services,
Inc. to develop and market a voice response  inquiry system to allow financial
institution  customers  to access  information  about their  accounts  via the
telephone  and/or a facsimile  machine.  The inquiry  system is  installed  at
Intreive,   a  computer   service   bureau  which   specializes  in  financial
institutions.  The agreement with Intrieve gives  DirectTeller a percentage of
the profits generated by the inquiry system.

     Since the results of operations of Madison and DirectTeller have not been
material  to the  operations  and  financial  condition  of the  Company,  the
following discussion focuses primarily on Franklin.

      

                                      -9-
<PAGE>

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

     Consolidated  Assets increased $2.9 million (1.4%) from $213.6 million at
December  31,  1995 to $216.5  million at June 30,  1996,  compared  to a $7.2
million (3.7%) increase for the same period in 1995.

     Loan disbursements were $22.0 million during the current six month period
compared  to  $11.9  million   during  the  six  months  ended  June  30,1995.
Disbursements  during the Second  Quarter 1996 were $10.5 million  compared to
$7.7  million  during the same  quarter in 1995.  During the current six month
period loan sales were $1.1 million. At June 30,1996, commitments to originate
mortgage loans or purchase  mortgage-backed  securities were $1.5 million.  At
the same  date,  $4.1  million  of  undisbursed  loan funds were being held on
various construction loans.  Management believes that sufficient cash flow and
borrowing capacity exists to fund these commitments.

     Liquid  assets  decreased  $4.8 million  during the six months ended June
30,1996 to $22.6 million.  As reflected in the Statements of Cash Flows,  this
decrease is the result of $250,000 generated by operating activities and $2.38
million  generated  by  financing  activities  less the $8.96  million used in
investing  activities.  At June  30,1996  liquid  assets  were  10.4% of total
assets, which was above management's target of 8 %.

     The Company's  investment and  mortgage-backed  securities are classified
based on its current intention to hold to maturity or have available for sale,
if necessary.  The following table shows the gross  unrealized gains or losses
on  mortgage-backed  securities and investment  securities as of June 30,1996.
During the current six month period,  there have been no sales of  investments
or mortgage-backed securities. No securities are classified as trading.

<TABLE>
                                           Amortized      Market     Unrealized     Unrealized
                                              Cost        Value         Gains         Losses
                                                      (in thousands)

<S>                                         <C>          <C>             <C>           <C>   
 Available-for-sale
     Investment securities .............    $20,551      $20,294         $ 71          $  328
     Mortgage-backed securities ........    $20,722      $20,860         $175          $   37
Held-to-maturity
     Mortgage-backed securities ........    $21,133      $20,068         $  0          $1,065


</TABLE>

                                     -10-
<PAGE>



     At June 30,1996 savings  deposits were $188.3 million  compared to $184.6
million at December  31,1995.  This is an increase of $3.7 million  during the
current six month  period and $1.1 million  during the quarter  ended June 30,
1996.  During the current  quarter the Company  assumed,  in exchange for $5.1
million in cash,  $5.3 million in deposits from Suburban  Federal Savings Bank
at a premium of 4%.  During the six months ended June  30,1996,  core deposits
(transaction and passbook savings  accounts)  increased  $240,000,  short term
certificates  (two years or less) increased $8.8 million and certificates with
original terms greater than two years decreased $5.3 million. Interest of $2.1
million for the quarter and $4.2 million for the six month period was credited
to  accounts.  After  eliminating  the  effect of  interest  credited  and the
assumption of the deposit accounts,  savings decreased $6.3 million during the
three month period and $5.8 million during the six months ended June 30,1996.

     At June  30,1996  borrowings  consisted  of $7.2  million  in  fixed-rate
Federal Home Loan Bank advances at an average cost of 6.45%.  All advances are
being amortized monthly.

     At June  30,1996,  $1.4  million of assets were  classified  substandard,
$355,000  classified  loss and $2.7  million  classified  as  special  mention
compared  to  $892,000 as  substandard,  $306,000 as loss and $2.3  million as
special  mention  at  December   31,1995.   Non-accruing  and  accruing  loans
delinquent  ninety days or more were $563,000 at June 30,1996 compared to $1.0
million at December 31,1995.  At June 30,1996 the Company had identified three
multi-family  loans  with a  carrying  value of  $169,000  as  impaired  under
Statement of Financial  Accounting Standards No. 114, "Accounting by Creditors
for  Impairment  of a Loan".  A loan is  considered  impaired  when,  based on
current information and events, it is probable that the Company will be unable
to collect the scheduled payments of principal and interest when due according
to the contractual terms of the loan agreement.

     In  management's  opinion,  adequate  reserves  are  available to protect
against  reasonably  foreseeable losses that may occur on loans or repossessed
assets.  The  following  table shows the  activity  that has  occurred on loss
reserves during the six months ended June 30,1996.


                                             (Dollars in Thousands)
        Balance at beginning of period               $947
        Charge offs                                    14
        Additions charged to operations                41
        Recoveries                                      0
                                                     ----
        Balance at end of period                     $974


                                     -11-
<PAGE>




     First Franklin  continues to enjoy a strong net worth  position.  At June
30,1996, tangible net worth was $20.1 million, which is 9.3% of assets. At the
same date, tangible book value per share was $17.23 compared to $16.67 at June
30,1995.  The following table summarizes,  as of June 30,1996,  the regulatory
capital position of our subsidiary, Franklin Savings.

<TABLE>

Capital Standard           Actual    Required     Excess    Actual    Required    Excess
                              (Dollars in Thousands)

<S>                       <C>         <C>        <C>         <C>        <C>        <C>  
Tangible ............     $13,675     $3,180     $10,495     6.45%      1.50%      4.95%
Core ................     $13,675     $6,361     $ 7,314     6.45%      3.00%      3.45%
Risk-based ..........     $14,293     $7,537     $ 6,756    15.17%      8.00%      7.17%

</TABLE>

     The deposit  accounts  of Franklin  and other  savings  institutions  are
insured by the Federal Deposit Insurance  Corporation  ("FDIC") in the Savings
Association  Insurance Fund  ("SAIF").  The reserves of the SAIF are below the
level required by law,  because a significant  portion of the assessments paid
into the fund are used to pay the cost of prior thrift  failures.  The deposit
accounts of  commercial  banks are  insured by the FDIC in the Bank  Insurance
Fund ("BIF"), except to the extent such banks have acquired SAIF deposits. The
reserves of the BIF met the level  required by law in May 1995. As a result of
the respective reserve levels of the funds, deposit insurance assessments paid
by healthy savings  associations exceed those paid by healthy commercial banks
by  approximately  $0.235 per $100 in deposits.  This premium  disparity could
have a negative  competitive  impact on Franklin and other institutions in the
SAIF.

     Congress  is  considering   legislation  to  recapitalize  the  SAIF  and
eliminate the significant premium disparity.  Currently that  recapitalization
plan provides for a special assessment of approximately $.85 to $0.90 per $100
of SAIF deposits held at March 31, 1995, in order to increase SAIF reserves to
the level  required by law. In  addition,  the cost of prior  thrift  failures
would be shared by both the SAIF and the BIF.  This would likely  increase BIF
assessments by $0.02 to $0.025 per $100 in deposits.  SAIF  assessments  would
initially  be set at the same  level as BIF  assessments  and  could  never be
reduced  below that level.  These  projected  assessment  levels may change if
commercial  banks  holding SAIF  deposits  are  provided  some relief from the
special assessment or are allowed to transfer to the BIF.

     The last part of the recapitalization plan provides for the merger of the
SAIF  and  BIF  on  January  1,  1998.  However,  the  SAIF   recapitalization
legislation currently provides for the elimination of the thrift charter or of
the separate federal  regulation of thrifts prior to the merger of the deposit
insurance  funds.  If the plan is enacted,  Franklin  would be  regulated as a
bank, and become subject to the more  restrictive  activity  limits imposed on
national banks. The Company would become a bank holding  company,  which would
subject  it to more  restrictive  activity  limits  imposed  on  bank  holding
companies and to capital requirements similar to those imposed on Franklin. In
connection  with  the   recapitalization   plan,  Congress  has  proposed  tax
legislation  which  would  require  the  Company  to  recapture  the post 1987
additions  to its bad  debt  reserve  and  would  be  unable  to  utilize  the
percentage of taxable income method to compute its reserve in the future.

                                     -12-
<PAGE>


     Franklin had $174  million in deposits at March 31, 1995.  If the special
assessment  is $.85 to $0.90  per $100 in  deposits,  Franklin  will  incur an
assessment   of  $1.48  to  $1.57   million.   This   assessment   should   be
tax-deductible,  but it will reduce earnings and capital.  It is expected that
quarterly SAIF assessments would be reduced to approximately $.06 to $.065 per
$100 in deposits.

     No assurances  can be given that the SAIF  recapitalization  plan will be
enacted into law or in what form it may be enacted.  In addition,  the Company
can give no  assurances  that the disparity  between BIF and SAIF  assessments
will be eliminated and cannot be certain of the impact of its being  regulated
as a bank holding company, Franklin being converted to a bank or the change in
tax  accounting  for bad debt reserves  until the  legislation  requiring such
changes is enacted.


RESULTS OF OPERATIONS

     Net income  increased  4.8% to  $330,000  ($0.27 per share) for the three
months  ended  June 30,  1996 from  $315,000  ($0.25  per  share) for the same
quarter in 1995.  During the current six month  period,  net income  increased
2.6% to $635,000 ($0.52 per share) from $619,000 ($0.50 per share) for the six
months ended June 30, 1995.

     Net interest income, before provisions for loan losses, was $1.46 million
for the  current  quarter  and $2.87  million for the first six months of 1996
compared  to $1.39  million  and  $2.82  million,  respectively,  for the same
periods in 1995.  As the tables  below  illustrate,  average  interest-earning
assets  increased  $13.2 million to $208.4 million during the six months ended
June 30,1996 from $195.2 million for the year ended December 31,1995.  Average
interest-bearing  liabilities  increased $11.4 million from $181.2 million for
the year ended  December  31,1995 to $192.6 for the current six month  period.
Thus, average net interest-earning assets increased $1.8 million. The interest
rate  spread  (the  yield  on   interest-earning   assets  less  the  cost  of
interest-bearing liabilities) decreased from 2.50% for the year ended December
31,1995 to 2.37% for the current six month period. This decrease in the spread
reflects  an  increase  in the cost of funds  from  4.95%  for the year  ended
December 31,1995 to 5.02% for the six months ended June 30,1996 and a decrease
in the yield on interest-earning  assets to 7.39% during the current six month
period from 7.45% for the year ended December 31,1995.


                                     -13-
<PAGE>


                                          For the Six Months ended June 30,1996
                                                Average
                                              Outstanding      Yield/cost
                                           ($ in thousands)
    Average interest-earning assets
       Loans                                   $143,220          7.94%
       Mortgage-backed securities                39,814          6.55%
       Investments                               23,754          5.55%
       FHLB stock                                 1,662          6.98%
                                                  -----          ---- 
         Total                                 $208,450          7.39%
                                               --------          ---- 

    Average interest-bearing liabilities
       Demand deposits                          $23,480          2.24%
       Savings accounts                          24,926          2.72%
       Certificates                             136,861          5.84%
       FHLB advances                              7,301          6.46%
                                                  -----         
         Total                                 $192,568          5.02%
                                               --------          

  Net interest-earning assets                   $15,882          2.37%
                                                =======          

                                         For the year ended December 31,1995
                                               Average
                                             Outstanding       Yield/cost
                                          ($ in thousands)
    Average interest-earning assets
       Loans                                   $134,910          8.07%
       Mortgage-backed securities                36,664          6.19%
       Investments                               22,019          5.82%
       FHLB stock                                 1,608          6.78%
                                                  -----  
         Total                                 $195,201          7.45%
                                               -------- 
 
    Average interest-bearing liabilities
       Demand deposits                          $23,950          2.45%
       Savings accounts                          25,758          2.78%
       Certificates                             128,988          5.82%
       FHLB advances                              2,483          6.16%
                                                  -----
         Total                                 $181,179          4.95%
                                               --------

  Net interest-earning assets                   $14,022          2.50%
                                                =======  

                                     -14-
<PAGE>


     Noninterest  income was $98,000 for the quarter and  $224,000 for the six
months ended June 30,1996 compared to $82,000 for the same quarter in 1995 and
$170,000 for the six months  ended June 30, 1995.  The increase in income when
comparing  the two  periods  is the result of  increased  loan fees due to the
increase in loan disbursements, Madison Service Corporation income and profits
on the sale of loans.

     Noninterest expenses were $1.05 million for the current quarter and $2.11
million for the current six month  period  compared to $1.0  million and $2.05
million  for  the  three  and six  month  periods  ended  June  30,1995.  As a
percentage of average  assets,  this is 1.97% for the current six month period
compared to 2.09% for the first six months of 1995.

     During 1995 the Board of  Directors  decided to terminate  the  Company's
defined  benefit  pension plan effective  February 15, 1996. The settlement of
the vested benefit obligation,  by lump sum payments to all covered employees,
is expected to be completed late in 1996 or early in 1997. The Company expects
to  recognize a  settlement  loss of  approximately  $571,000  when the plan's
obligation  is  settled.  The  Company  anticipates  that it will most  likely
replace the terminated plan with a defined contribution plan.


                                     -15-
<PAGE>


PART II
                   FIRST FRANKLIN CORPORATION AND SUBSIDIARY

Item 1. LEGAL PROCEEDING

               There are no material  pending legal  proceedings  to which the
          holding  company  or any  subsidiary  is a party or to which  any of
          their property is subject.


Item 2.  CHANGES IN SECURITIES

                None


Item 3.  DEFAULTS UPON SENIOR SECURITIES

                None


Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

               At the Annual Meeting of  Shareholders  held on April 23, 1996,
          the following item was voted on by the shareholders.

<TABLE>
                                                                Voting
                                                               Negative
                                                                  or
                                          Affirmative          Withheld       Abstentions
<S>                                        <C>                  <C>           <C>
 Election of the following director
     John L. Nolting                       1,003,190            45,910

</TABLE>

                                     -16-
<PAGE>


Item 5.  OTHER INFORMATION

               A.  Press Release Dated June 26, 1996


                          First Franklin Corporation
                            401 East Court Street
        P.O. Box 85350 / Cincinnati, Ohio 45201-5350 / (513) 721-1031


June 26, 1996


FOR IMMEDIATE RELEASE

CONTACT:  Thomas H. Siemers
          President and CEO
          721-0808


         Thomas  H.  Siemers,   President  and  CEO  of  First  Franklin
    Corporation,  has announced that the Board of Directors has declared
    a dividend of $0.08 per share for the second  quarter of 1996.  This
    represents an increase from the $0.07 quarterly dividend  previously
    paid by First Franklin.  This is the thirty-first straight quarterly
    dividend  declared  by the Board.  The  quarterly  dividend  will be
    payable on July 15, 1996 to shareholders of record as of July 5.

         First Franklin is the parent  organization of Franklin Savings,
    which has seven offices in Greater Cincinnati.

                                     -17-
<PAGE>


               B.  Press Release Dated July 11, 1996


                          First Franklin Corporation
                            401 East Court Street
        P.O. Box 85350 / Cincinnati, Ohio 45201-5350 / (513) 721-1031



July 11, 1996


FOR IMMEDIATE RELEASE

CONTACT:  Thomas H. Siemers
          President and CEO
          721-0808

         First Franklin Corporation,  the parent of Franklin Savings and
    Loan Company,  Cincinnati, Ohio announced today earnings of $330,000
    ($.27 per share) for the second  quarter of 1996 and $635,000  ($.52
    per share) for the first six months of the year.  This  compares  to
    earnings of $315,000 ($.25 per share) for the second quarter of 1995
    and $619,000 ($.50 per share) for the six months ended June 30, 1995
    and earnings of $305,000  ($.25 per share) for the first  quarter of
    1996.

         First  Franklin  conducts its business  through its  subsidiary
    Franklin  Savings,  with  seven  full  service  offices  located  in
    Hamilton County, Ohio.



                                     -18-
<PAGE>


Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

                None



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.


                                                    FIRST FRANKLIN CORPORATION


                                                    Daniel T. Voelpel
                                                    Vice President and
                                                    Chief Financial Officer



Date: August 1,1996

    
                                     -19-


<TABLE> <S> <C>

<ARTICLE> 9
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             APR-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                           1,489
<INT-BEARING-DEPOSITS>                             839
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                     41,154
<INVESTMENTS-CARRYING>                          21,133
<INVESTMENTS-MARKET>                            20,068
<LOANS>                                        145,703
<ALLOWANCE>                                        924
<TOTAL-ASSETS>                                 216,508
<DEPOSITS>                                     188,336
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                                650
<LONG-TERM>                                      7,235
                                0
                                          0
<COMMON>                                            13
<OTHER-SE>                                      20,274
<TOTAL-LIABILITIES-AND-EQUITY>                 216,508
<INTEREST-LOAN>                                  2,863
<INTEREST-INVEST>                                  983
<INTEREST-OTHER>                                    19
<INTEREST-TOTAL>                                 3,865
<INTEREST-DEPOSIT>                               2,286
<INTEREST-EXPENSE>                               2,403
<INTEREST-INCOME-NET>                            1,462
<LOAN-LOSSES>                                       20
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  1,047
<INCOME-PRETAX>                                    493
<INCOME-PRE-EXTRAORDINARY>                         330
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       330
<EPS-PRIMARY>                                     0.28
<EPS-DILUTED>                                     0.27
<YIELD-ACTUAL>                                    2.76
<LOANS-NON>                                        407
<LOANS-PAST>                                       156
<LOANS-TROUBLED>                                   338
<LOANS-PROBLEM>                                  3,513
<ALLOWANCE-OPEN>                                   918
<CHARGE-OFFS>                                       14
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                                  924
<ALLOWANCE-DOMESTIC>                               386
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                            538
        


</TABLE>


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