SECURITIES AND EXCHANGE COMMISSION

Washington, D.C  20549

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FORM 10-Q/A
Amendment No. 1

(X)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the Quarterly Period Ended June 30, 2005

OR

(  )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the transition period from ______________ to _____________

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Commission File Number 2-27985

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1^st Franklin Financial Corporation

A Georgia Corporation

I.R.S. Employer No. 58-0521233

213 East Tugalo Street

Post Office Box 880

Toccoa, Georgia 30577

(706) 886-7571

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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 12 months (or for such shorter period that the registrant was required to file such reports),  and  (2) has been subject to such filing requirements for the past 90 days.  Yes   X   No __

Indicate by check mark whether the registrant is an accelerated filer (as defined by Rule 12b-2 of the Exchange Act).  Yes  __  No  X

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding at July 31, 2005

Voting Common Stock, par value $100 per share

1,700 Shares

Non-Voting Common Stock, no par value

168,300 Shares

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EXPLANATORY NOTE

1^st Franklin Financial Corporation (the "Company") is filing this amendment to its quarterly report on Form 10-Q, originally filed with the Securities and Exchange Commission on August 15, 2005 (the "Quarterly Report"), solely to include certain information inadvertently omitted from Item 4 thereof.  In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the "Act"), the complete text of Item 4, as so amended, is set forth below.  In addition and pursuant to Rule 12b-15 of the Act, the Company is filing herewith certain currently dated certifications.  No other information contained in the Quarterly Report is being amended hereby.

ITEM 4.

Controls And Procedures:

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.  An evaluation was carried out under the supervision and with the participation of the Company's management, including the Chairman and Chief Executive Officer ("CEO") and Executive Vice President and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures.  Based on that evaluation, the CEO and CFO have concluded that the Company's disclosure controls and procedures were effective as of June 30, 2005. No system of controls, no matter how well designed and operated, can provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

There have been no changes in the Company's internal control over financial reporting that occurred during the second quarter of 2005 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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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.

1^st FRANKLIN FINANCIAL CORPORATION

Registrant

/s/ Ben F. Cheek, III

Chairman and Chief Executive Officer

/s/ A. Roger Guimond

Executive Vice President and Chief Financial Officer

Date:

October 5, 2005

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1^st FRANKLIN FINANCIAL CORPORATION

INDEX TO EXHIBITS

Exhibit No.

Description

Page No.

31.1

31.2

32.1

32.2

Certification of Principal Executive Officer Pursuant to

Rule 13a-14(a) / 15d-14(a) of the Securities Exchange

Act of 1934

Certification of Principal Financial Officer Pursuant to

Rule 13a-14(a) / 15d-14(a) of the Securities Exchange

Act of 1934

Certification of Principal Executive Officer Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Certification of Principal Financial Officer Pursuant to

18 U.S.C. Section 1350, as Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

4

5

6

7

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