FIRST LIBERTY FINANCIAL CORP
8-K, 1995-07-11
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                  SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549



                               FORM 8-K


                            CURRENT REPORT




                  Pursuant to Section 13 or 15(d) of 
                the Securities and Exchange Act of 1934




   Date of Report (Date of earliest event reported):  June 28, 1995




                      FIRST LIBERTY FINANCIAL CORP.
         (Exact name of registrant as specified in its charter)



      Georgia                 1-14417                   58-1680650
(State of Incorporation)(Commission File No.)(IRS Employer Identification No.)  




                           201 Second Street
                         Macon, Georgia 31297
     (Address of principal executive offices, including zip code)


                            (912) 743-0911
          (Registrant's telephone number including area code)



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                         Exhibit Index on Page 3

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ITEM 5.  Other Events.

                     On June 28, 1995, the Registrant issued the attached press
release announcing the Notice of Redemption for its Series A 7.75% Cumulative 
Convertible Preferred Stock and its intent to increase the dividend on its 
common stock.



                     Pursuant to the filing requirements of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be signed 
on its behalf by the undersigned hereunto duly authorized.




                                            FIRST LIBERTY FINANCIAL CORP.
                                            Richard A. Hills, Jr.
                                            -----------------------------
                                            Richard A. Hills, Jr. 
                                            Executive Vice President
                                            and General Counsel


Date:  July 11, 1995














                                 Page 2 of 4

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                              INDEX OF EXHIBITS





      Exhibit No.                Description               Page No.

         99                     Press Release                 4



































                                Page 3 of 4

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                         FIRST LIBERTY FINANCIAL CORP.
                                 NEWS RELEASE
                    


For information contact:
David L. Hall
Executive Vice President
and Chief Financial Officer
(912) 743-0911


                   FIRST LIBERTY ANNOUNCES REDEMPTION OF
               SERIES A PREFERRED STOCK AND INTENT TO INCREASE
                           COMMON STOCK DIVIDEND

Macon, Georgia, June 28 -- First Liberty Financial Corp. (Nasdaq:FLFC) 
announced that it will redeem all 460,000 shares of its Series A 7.75% 
Cumulative Convertible Preferred Stock (Nasdaq:FLFCP) on July 31, 1995.  The 
redemption price will be $26.20 per share plus accrued and unpaid dividends of
16.1458 cents per share from July 1, 1995 to, but excluding, the redemption 
date.

The company said that it had met the condition for redeeming the preferred 
stock in that the average market price of its common stock had been at least 
135% of the $12.50 conversion price of the preferred stock for a period of 
twenty consecutive trading days prior to the date of the notice.  The company 
also announced that the redemption notice will remind its preferred 
stockholders that each share of the preferred stock to be redeemed is 
convertible into two shares of its common stock until the close of business on
the redemption date, but not later.

Commenting on the announcement, Robert F. Hatcher, First Liberty's President 
and Chief Executive Officer, said, "We've been pleased that the market for our
common stock has responded to favorable developments at First Liberty and 
provided the opportunity for redeeming the Series A preferred stock.  The 
holders of that preferred stock have gotten a good return on it for almost 
two-and-a-half years and, if they elect to convert it to common stock rather 
than letting it be redeemed for cash, we think they'll be pleased with the 
decision.  As reported in our earnings release for the March quarter, the 
company posted strong results and our team is working hard so that it will 
continue to do so."

The company also announced that it had reviewed the level of its common stock 
dividend and intends to increase the quarterly dividend from 10 cents per 
share to 13 cents per share on the October 1, 1995 payment date to 
stockholders of record as of September 15, 1995.  The company emphasized that 
the increase will not affect the July 1 dividend payment.

First Liberty Financial Corp. is the holding company for First Liberty Bank, 
which operates 27 banking offices in Middle, Coastal and South Georgia, a loan
production office in Atlanta, and a mortgage banking subsidiary, Liberty 
Mortgage Corporation, which operates throughout Georgia and through 
correspondent relationships in several southeastern states.

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