S-1/A

Registration No. 333- 148331
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
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Pre-Effective Amendment No. 1 to Form S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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1st FRANKLIN FINANCIAL CORPORATION
A Georgia Corporation	6141 (Primary Standard Industrial Classification Code Number)	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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Agent for Service:	Copy To:
A. Roger Guimond 213 East Tugalo Street Post Office Box 880        Toccoa, Georgia  30577        (706) 886-7571	Mark L. Hanson, Esq. Jones Day 1420 Peachtree Street, N.E. Suite 800 Atlanta, Georgia  30309 (404) 521-3939
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Approximate date of proposed sale to public:  From time to time
commencing as soon as possible after the registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  (X)
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  (  )
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    (  )
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    (  )
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CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered	Proposed maximum offering price per unit	Proposed maximum aggregate offering price	Amount of registration fee (1)
Senior Demand Notes	$800,000,000	(2)	$800,000,000	$24,560

(1)

Calculated in accordance with Rule 457(a) by multiplying the maximum aggregate offering price by .00003070.  The registration fee has been previously paid by the registrant.

(2)

The Senior Demand Notes will be issued in denominations selected by the purchasers thereof, subject to a minimum denomination established by the Company.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 21, 2008

1^st FRANKLIN FINANCIAL CORPORATION

$800,000,000 SENIOR DEMAND NOTES

                                  _________________________________________________

1^st Franklin Financial Corporation is offering to sell Senior Demand Notes on a continuous basis.  The Senior Demand Notes are payable on demand and are issued in an initial denomination of $25.00 or more, and in any amounts thereafter.  The principal amount of each Senior Demand Note at any time is equal to all amounts invested in such Senior Demand Note, together with accrued interest, less redemptions.  The Senior Demand Notes have no stated maturity.  They are payable in whole or in part at any time upon the request of a holder, and are callable by us upon written notice at any time without premium.

The Senior Demand Notes are unsecured obligations of the Company and will be issued under an Indenture between us and U.S. Bank National Association, as trustee.  Additionally, any provision of the Senior Demand Notes may be changed by us upon 30 days' prior written notice to holders of Senior Demand Notes.

The interest rate payable on Senior Demand Notes is a variable rate, compounded daily, and will depend upon a holder's daily current balance of Senior Demand Notes.  We may establish, in our discretion, separate interest rates for Senior Demand Notes with daily balances from $1.00 to $2,499.99; $2,500.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over.  When an interest rate is established for each range of balances, it becomes effective for and applied to all Senior Demand Notes with a daily current balance within that range, whether existing or newly issued.  These interest rates may be the same or different for each range of balances and we may increase or decrease the interest rate for any range independently of the others without notice to you after the date of purchase.

We will publish the most recently determined interest rate for each balance range weekly in a newspaper of general circulation in Toccoa, Georgia, the location of the Company’s principal place of business, and on our web site at http://www.1ffc.com.  You can also obtain a list of the most recently determined interest rates by calling or visiting our executive offices in Toccoa, Georgia.  A Rule 424(b) prospectus supplement setting forth the most recently determined interest rates will be filed with the SEC, as appropriate.

We are offering the Senior Demand Notes without an underwriter.  We do not have to sell any minimum amount of Senior Demand Notes to accept and use the proceeds of this offering.  We cannot assure you that all or any portion of the Senior Demand Notes we are offering will be sold.  We have not made any arrangement to place any of the proceeds from this offering in an escrow, trust or similar account.  Therefore, you cannot be guaranteed of the return of your investment.  The Senior Demand Notes are not listed on any securities exchange and there is no public trading market for the Senior Demand Notes.  We have the right to reject any subscription for Senior Demand Notes, in whole or in part, for any reason.

You should read this prospectus and any applicable prospectus supplement carefully before you decide whether to invest in Senior Demand Notes.

Investing in our Senior Demand Notes involves risks.  See "Risk Factors" beginning on page 7 for a description of these risks.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Senior Demand Notes, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

1^st FRANKLIN FINANCIAL CORPORATION IS NOT A BANK.  THE SENIOR DEMAND NOTES ARE NOT BANK DEPOSITS OR SIMILAR OBLIGATIONS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY.

The Trustee has not provided or approved any information in this prospectus, takes no responsibility for any information contained in this prospectus and makes no representations as to the contents of this prospectus.

	Price to Public	Underwriting Discounts and Commissions (1)	Proceeds to Company (2)
Per Senior Demand Note	100%	None	100%
Total	$800,000,000	None	$800,000,000

(1)	The Senior Demand Notes are not being offered or sold pursuant to any underwriting or similar agreement, and no commissions or other remuneration will be paid in connection with their sale.  The Senior Demand Notes will be sold at face value.
(2)	Before deduction of our expenses, estimated at $113,060.
	The date of this prospectus is [·].
The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED MARCH 21, 2008

2

You should rely only on the information contained or incorporated by reference in this prospectus.  We have not authorized anyone to provide you with any different information. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than as of the date of this prospectus or the date the documents incorporated by reference were filed with the SEC.  We are offering to sell, and seeking offers to buy, the securities registered by this prospectus only in jurisdictions where these offers and sales are permitted.

TABLE OF CONTENTS

Prospectus Summary	4
Risk Factors	7
Ratio of Earnings to Fixed Charges	12
Use of Proceeds	13
Plan of Distribution	13
Forward-Looking Information	13
Description of the Senior Demand Notes	13
Legal Matters	19
Experts	19
Where You Can Find More Information	19
Incorporation of Certain Information by Reference	20
Reports to Security Holders	20

3

PROSPECTUS SUMMARY
The following summary highlights some of the information from this prospectus and may not contain all of the information that may be important to you.  Before deciding whether to invest in Senior Demand Notes, you should read the entire prospectus, and the information that is incorporated by reference into the prospectus, carefully.
1st FRANKLIN FINANCIAL CORPORATION
1st Franklin Financial Corporation has been engaged in the consumer finance business since 1941, particularly in making consumer loans to individuals in relatively small amounts for short periods of time. Other lending activities include the purchase of sales finance contracts from dealers and the making of first and second mortgage loans on real estate to homeowners.  As of December 31, 2007 our business was operated through a network of 238 branch offices located in Alabama, Georgia, Louisiana, Mississippi and South Carolina. We fund our loans through a combination of the issuance of short and longer-term debt securities, including the Senior Demand Notes and our variable rate subordinated debentures, as well as with borrowings from time to time under our revolving credit facility.  This credit facility provides for unsecured borrowings of up to $50.0 million or a lesser amount as determined based on our then-applicable borrowing base (as defined in our credit agreement).  As of December 31, 2007, we had $33.3 million in available borrowings under our credit agreement.   We also offer optional credit insurance coverage to our customers when making a loan.  This coverage may include credit life insurance, credit accident and health insurance, and/or credit property insurance. Customers may request credit life insurance coverage to help assure any outstanding loan balance is repaid if the customer dies before the loan is repaid, or they may request credit accident and health coverage to help continue loan payments if the customer becomes sick or disabled for an extended period of time.  Customers may also choose credit property coverage to protect the value of loan collateral against damage, theft or destruction.  We write these various insurance products as an agent for a non-affiliated insurance company.  Under various agreements, our wholly-owned insurance subsidiaries reinsure the insurance coverage on our customers written on behalf of this non-affiliated insurance company. 1st FRANKLIN FINANCIAL CORPORATION IS NOT A BANK.  SENIOR DEMAND NOTES ARE NOT BANK DEPOSITS OR SIMILAR OBLIGATIONS AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY. Our principal executive office is located at 213 East Tugalo Street, Toccoa, Georgia 30577, and our phone number at that address is (706) 886-7571 or (800) 282-0709 (in Georgia) or (800) 700-7943 (outside of Georgia).
SUMMARY DESCRIPTION OF THE SENIOR DEMAND NOTES
Securities Offered	We are offering to sell up to $800,000,000 in aggregate principal amount of our Senior Demand Notes.
Denominations	Senior Demand Notes will be sold in an initial amount of not less than $25.00 and in any amount thereafter.
Principal Amount	The principal amount of each Senior Demand Note at any time is equal to all amounts invested in such Senior Demand Note, together with accrued interest, less redemptions.

4

Form of Investment	Senior Demand Notes may be purchased by cash or check or electronic transfer.
Interest Rate	The interest rate is variable, compounded daily and set from time to time by us.  The interest rate will vary depending on the daily current balance of Senior Demand Notes owned, and may vary for the following ranges: $1.00 to $2,499.99; $2,500.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over.
Compound Interest	Interest is compounded daily.  Examples of annualized effective yields for daily compounded rates are set forth below:
		Example Nominal Rates	Effective Annual Rates
		2.50%	2.53
		2.75	2.79
		3.00	3.05
		3.25	3.30
		3.50	3.56
		3.75	3.82
		4.00	4.08
		4.50	4.60
		5.00	5.13
Interest Rate Adjustment	The interest rate may be the same or different for each range of balances.  When we establish an interest rate for a range of balances, it becomes effective for all Senior Demand Notes in that range of balances, whether existing or newly issued.  The interest rate on a Senior Demand Note may also change if the daily current balance of Senior Demand Notes owned by a holder changes to a different range of balances.
Notification of Interest Rate Adjustment	A holder of Senior Demand Notes will not be notified of changes in the interest rate; interest rates will be available by calling or visiting our executive offices or on our website.  We will also file a notice of any interest rate change with the SEC in a prospectus supplement pursuant to Rule 424(b).
Maturity	Senior Demand Notes have no stated maturity.
Redemption by Holder	Senior Demand Notes are payable or redeemable at any time upon request.  We will honor partial redemption requests so long as the remaining outstanding balance is at least $1.00.  Redemptions can be requested in person or by mail at our executive office, by electronic means or by use of the check redemption option described below.
Check Redemption Option	In certain instances, a holder of Senior Demand Notes can redeem all or a part of his or her Senior Demand Notes by writing checks against such balance.

5

Minimum Balance Requirement to Utilize Check redemption Option	The check redemption option is only available to holders of Senior Demand Notes who maintain a minimum balance invested with us (in Senior Demand Notes or other of our securities) of $500.00.  If and when a holder's balance falls below $500.00, we may suspend his or her check writing privileges.
Check Writing and Senior Demand Note Redemptions	Checks may be written in any amount and made payable to anyone, subject to the minimum balance limitation.  Each honored check is considered to be a Senior Demand Note redemption in an amount equal to that paid by the check.
Checks that Exceed the Senior Demand Note Balance or Would Reduce the Balance Below $500.00	If a check is presented to us for payment and it either exceeds the balance of a holder's Senior Demand Notes or would reduce that balance below the $500.00 level, it may be returned unpaid.  If this occurs, the holder will be assessed a return charge.
Redemption by 1st Franklin	1st Franklin may redeem the Senior Demand Notes at any time upon at least 30, but not more than 60, days' written notice to the holder for a price equal to the principal amount of the Senior Demand Notes plus accrued and unpaid interest up to the date of redemption.
Trustee	Senior Demand Notes will be issued under an indenture between us and U.S. Bank National Association, as Trustee.

6

SUMMARY FINANCIAL INFORMATION
The tables below set forth certain summary consolidated financial data of 1st Franklin.  This information is only a summary and you should read it together with 1st Franklin’s consolidated historical financial statements and the related notes contained in the annual and quarterly reports and the other information incorporated by reference in this prospectus.  These historical results are not necessarily indicative of our results or financial condition to be expected in the future.
		Year Ended December 31
		2007	2006		2005	2004	2003
		(In thousands, except ratio data)
Selected Income Statement Data:
Revenues	$130,297			$115,042	$ 101,826	$ 98,459	$ 91,367
Net Interest Income	75,669			69,632	64,387	61,541	56,698
Interest Expense	15,746			11,994	8,016	7,137	6,813
Provision for Loan Losses	21,434			19,109	19,484	18,097	15,245
Income Before Income Taxes	15,754			11,023	7,621	7,527	11,159
Net Income	12,205			7,672	5,109	4,981	8,654
Ratio of Earnings to Fixed Charges	1.92			1.83	1.83	1.91	2.42
	As of December 31
	2007			2006	2005	2004	2003
Selected Balance Sheet Data:	(In thousands, except ratio data)
Net Loans	$276,655			$249,862	$ 224,660	$ 218,893	$ 206,462
Total Assets	402,454			362,567	324,910	312,366	292,868
Senior Debt	182,373			181,474	180,713	168,668	148,204
Subordinated Debt	91,966			67,190	38,902	41,311	44,076
Stockholders’ Equity	109,841			98,365	91,185	87,102	83,844
Ratio of Total Liabilities To Stockholders’ Equity	2.66			2.69	2.56	2.59	2.49
Net Loans	$276,655			$249,862	$ 224,660	$ 218,893	$ 206,462

RISK FACTORS

The risks described below set forth known material risks of purchasing Senior Demand Notes and investing in 1^st Franklin.  You should carefully consider the risks described below, as well as the other information in the prospectus or incorporated by reference in the prospectus, before deciding whether to invest in Senior Demand Notes.  If any of the situations described in the following risks actually occur, our business, financial condition or results of operations could be materially adversely affected. In any of these events, you may lose part or all of your investment.

7

RISK FACTORS RELATING TO THE SENIOR DEMAND NOTES

The Senior Demand Notes may not be a suitable investment for you.  

The Senior Demand Notes may not be a suitable investment for you, and we advise you to consult your investment, tax and other professional financial advisors prior to deciding whether to invest in Senior Demand Notes.  The characteristics of the Senior Demand Notes, including the features and variable interest rate, may not satisfy your investment objectives.  The Senior Demand Notes may not be a suitable investment for you based on your ability to withstand a loss of interest or principal or other aspects of your financial situation, including your income, net worth, financial needs, investment risk profile, return objectives, investment experience and other factors.  Before deciding whether to invest in Senior Demand Notes, you should consider your investment allocation with respect to the amount of your contemplated investment in the Senior Demand Notes in relation to your other investment holdings and the diversity of those holdings.

The Senior Demand Notes will be effectively subordinated to any secured indebtedness.

The Senior Demand Notes are unsecured, and therefore are effectively subordinated to any secured debt we may issue in the future to the extent of the value of the assets securing such indebtedness.  While we do not presently have any secured indebtedness outstanding, the Senior Demand Notes do not place any restrictions or our ability to incur any of this indebtedness.  Consequently, in the event we are subject to a bankruptcy, liquidation, dissolution, reorganization or similar preceding, the holders of any secured indebtedness will be entitled to proceed against the collateral that secures the secured indebtedness, and that collateral will not be available for satisfaction of any amounts owed under the Senior Demand Notes.

Because the Senior Demand Notes will have no sinking fund, security, insurance or guarantee, you may lose all or part of your investment in the Senior Demand Notes if we do not have enough cash to pay the Senior Demand Notes.

There is no sinking fund, security, insurance or guarantee of our obligation to make payments on the Senior Demand Notes.  The Senior Demand Notes are not secured by any of our assets.  We will not contribute funds to a separate account, commonly known as a sinking fund, to make any interest or principal payments on the Senior Demand Notes.  The Senior Demand Notes are not certificates of deposit or similar obligations of, and are not guaranteed or insured by, any depository institution, the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation, or any other federal or state agency.  Therefore, if you invest in the Senior Demand Notes, you will have to rely only on our cash flow from operations and other sources of funds for repayment of principal at maturity or redemption and for payment of interest when due. If our cash flow from operations and other sources of funds are not sufficient to pay the Senior Demand Note s, then you may lose all or part of your investment.

8

If we incur substantially more indebtedness that is secured or that is equal in priority with respect to the right of repayment to the Senior Demand Notes, our ability to repay the Senior Demand Notes may be impaired.

Subject to any limitations that may be contained in any of our credit agreements now or in the future, we may incur substantial additional indebtedness. Any of these borrowings may be secured or be equal in payment preference to the Senior Demand Notes. If we borrow more money, the risks to holders of Senior Demand Notes described in this prospectus could increase.

Our management has broad discretion over the use of proceeds from this offering.

We expect to use the proceeds from the offering for general corporate purposes, including the repayment of any of our indebtedness under our credit facility or our variable rate senior and subordinated debt incurred from time to time, as any of it becomes due.  Because no specific allocation of the proceeds has been made, our management will have broad discretion in determining how the proceeds of the offering will be used.

Because there are only limited restrictions on our activities under the Senior Demand Notes, you will have only limited protections.

In comparison to the restrictive covenants that are imposed on us by our existing credit agreement, the indenture that governs the Senior Demand Notes contains relatively minimal restrictions on our activities.  Because there are only very limited restrictions and limited events of default under the indenture, we will not be restricted from issuing additional debt that may be secured or share ratably in right of repayment to the Senior Demand Notes.  In either event, you may have more difficulty recovering part or all of your investment if we default on our obligations.  Further, if we default in any payment on the Senior Demand Notes or otherwise under the indenture, you will likely have to rely on the trustee to exercise remedies on your behalf under the terms of the indenture.  You may not be able to seek remedies against us directly.

Because we may redeem the Senior Demand Notes at any time, you may be subject to reinvestment risk.

We have the right to redeem any Senior Demand Note at any time upon 30 days' written notice to you.  The Senior Demand Notes would be redeemed at 100% of the principal amount plus accrued but unpaid interest up to the redemption date.  Any such redemption may have the effect of reducing the income or return on investment that you would otherwise expect to receive on an investment in the Senior Demand Notes.  If this occurs, you may not be able to reinvest the proceeds at an interest rate comparable to the rate paid on the Senior Demand Notes.

No public market exists in which to transfer Senior Demand Notes.

An investor may redeem any or all of his or her Senior Demand Notes as described in this prospectus.  However, no public trading or secondary market for the Senior Demand Notes currently exists, or ever will exist, and, consequently, there is no public market valuation to help investors evaluate the Senior Demand Notes.

RISK FACTORS RELATING TO 1^st FRANKLIN

Because we require a substantial amount of cash to service our debt, we may not be able to pay our obligations under the Senior Demand Notes.

To service our indebtedness, we require a significant amount of cash.  Our ability to generate cash depends on many factors, including our successful financial and operating performance.  We cannot assure you that our business strategy will continue to succeed or that we will achieve our anticipated financial results.

If we do not achieve our anticipated results, we may not be able to generate sufficient cash flow from operations or to obtain sufficient funding to satisfy all of our obligations, including our obligations under the Senior Demand Notes.

9

Because we depend on liquidity to operate our business, a decrease in the sale of our debt securities or an increase in requests for their redemption may make it more difficult for us to pay our obligations under the Senior Demand Notes.

Our liquidity depends on, and we fund our operations through, the sale of our debt securities, the continued availability of unused borrowings under our credit agreement and the collection of our receivables.  Numerous investment alternatives have resulted in investors evaluating more critically their investment opportunities.  We cannot assure you that the Senior Demand Notes will have interest rates and other terms which, when combined with our other sources of liquidity, will generate sufficient sales to meet our liquidity requirements.

The Senior Demand Notes are payable or redeemable at any time upon request.  It is possible that a significant number of redemption requests could adversely affect our liquidity.  In this event, our reduced liquidity could negatively impact our ability to pay the principal and interest on the Senior Demand Notes when due.

We depend on funds from our revolving credit facility to meet our obligations and fund a portion of our general operations.  If we are unable to continue to borrow under this credit facility, we may not be able to pay our obligations under the Senior Demand Notes.

We rely on borrowings under our revolving credit facility to meet the redemption requests of our security holders and our other liquidity and operating requirements.  This credit facility provides for maximum borrowings of up to $50.0 million, or a lesser amount as determined by our then-applicable borrowing base. The bank may terminate the credit facility prior to its stated maturity if we violate any of the financial ratio requirements or covenants contained in the credit agreement, according to standards contained in the credit agreement. If we lose our ability to borrow money under the credit facility or if the credit facility is terminated, we may not be able to make payments on the Senior Demand Notes.

Because our liquidity also depends on receivables collections, if our collections are reduced, it may make it more difficult for us to pay our obligations under the Senior Demand Notes.

Our liquidity is also dependent on, among other things, the collection of our receivables.  Delinquencies in our consumer finance receivables are likely to be affected by worsening general economic conditions and, because we mainly make loans to individuals who depend on their earnings to make repayments, are often dependent upon the continued employment of those people.  If general economic conditions worsen, or we are otherwise unable to collect on our receivables, we may not be able to make payments on the Senior Demand Notes.

An increase in the interest we pay on our debt and borrowings can materially and adversely affect our net interest margin.

Net interest margin represents the difference between the amount that we earn on loans and investments and the amount that we pay on debt securities and other borrowings.  The loans we make in the ordinary course of our business are subject to the interest rate and regulatory provisions of each applicable state's lending laws and are sometimes made at fixed rates which are not adjustable during the term of the loan. Since some loans are made at fixed interest rates and are made using the proceeds from the sale of our fixed and variable rate securities (including the Senior Demand Notes), we may experience a decrease in our net interest margin because increased interest costs cannot be passed on to all of our loan customers.  A reduction in our net interest margin could adversely affect our ability to make payments on the Senior Demand Notes.

Neither the Company nor the Senior Demand Notes will be rated by any nationally recognized statistical rating agency, and this may increase the risk of your investment.

10

Neither 1^st Franklin nor the Senior Demand Notes are, or are expected to be, rated by any nationally recognized statistical rating organization.  Typically, credit ratings assigned by such organizations are based upon an assessment of a company’s creditworthiness and are a measure used in establishing the interest rate that a company offers on debt securities it issues.  Without any such rating, it is possible that fluctuations in general economic, or industry specific, business conditions, changes in results of operations, or other factors that affect the creditworthiness of a debt issuer may not be fully reflected in the interest rate on any outstanding indebtedness of that issuer.  Investors in Senior Demand Notes must depend solely on the creditworthiness of 1^st Franklin for the payment of principal and interest on those securities.  In the absence of any third party credit rating, it is possible that the interest rates offered by the Company on its debt securities may not represent the credit risk that an investor assumes in purchasing Senior Demand Notes.

Consumer finance companies such as the Company are subject to an increasing number of laws and government regulations, and if we fail to comply with these laws or regulations, our business may suffer and our ability to pay our obligations under the Senior Demand Notes may be impaired.

Our operations are subject to increasing focus by federal, state and local government authorities and state attorneys general and are subject to various laws and judicial and administrative decisions imposing various requirements and restrictions on certain lending practices by companies in the consumer finance industry, sometimes referred to as "predatory lending" practices.  These requirements and restrictions, among other things:

•

require that we obtain and maintain certain licenses and qualifications;

•

limit the interest rates, fees and other charges that we are allowed to charge;

•

require specified disclosures to borrowers;

•

limit or prescribe other terms of our loans;

•

govern the sale and terms of insurance products that we offer and the insurers for which we act as agent; and

•

define our rights to repossess and sell collateral.

In addition, other state and local laws, public policy and general principles of equity relating to the protection of consumers, unfair and deceptive practices and debt collection practices may apply to the loans we make.  Although we believe that we are in compliance in all material respects with applicable federal, state and local laws, rules and regulations, there can be no assurance that a change in any of those laws, or in their interpretation, will not make our compliance therewith more difficult or expensive, restrict our ability to originate loans, further limit or restrict the amount of interest and other charges we earn under such loans, or otherwise adversely affect our financial condition or business operations.  The burdens of complying with these laws and regulations, and the possible sanctions if we do not so comply, are significant, and may result in a downturn in our business or our inability to carry on our business in a manner similar to how we currently operate.

If we experience unfavorable litigation results, our ability to pay our obligations under the Senior Demand Notes may be impaired.

11

As a consumer finance company, we are subject to various consumer claims and litigation seeking damages and statutory penalties.  The damages and penalties claimed by consumers and others can be substantial.  The relief requested generally varies, but typically includes requests for compensatory, statutory and punitive damages.  Unfavorable outcomes in any of our current or future litigation proceedings could materially and adversely affect our results of operations, financial condition and cash flows and our ability to make payments on the Senior Demand Notes.  

While we intend to vigorously defend ourselves against any of these proceedings, there is a chance that our results of operations, financial condition and cash flows could be materially and adversely affected by unfavorable outcomes which, in turn, could affect our ability to make interest payments on, or repay, the Senior Demand Notes.

We are spending significant time and expense in order to comply with various provisions of the Sarbanes-Oxley Act, and this may reduce the resources we have available to focus on our core business.

In order to ensure compliance with the various provisions of the Sarbanes-Oxley Act, we are required to, among other things, evaluate our internal controls to allow management to report on, and, with respect to future fiscal years, to allow our independent registered public accounting firm to attest to, our internal controls over financial reporting.  While we have completed this evaluation for 2007, we are continuing to evaluate our internal controls and business processes which are required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act in the future. During the course of our future testing, we may identify deficiencies which we may not be able to remediate in time to meet any future deadline for compliance with Section 404.  The processes involved in testing and maintaining internal controls also involve significant costs and can divert our management's attention from other matters that are important to our business.  Among other things, we may not be able to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404, and our independent auditors may not be able or willing to issue a favorable opinion on the effectiveness of our internal controls.  Either of these, or any other failures to comply with the various requirements of the Sarbanes-Oxley Act, may require significant management time and expenses, and divert attention or resources away from our core business.

Additional competition may decrease our liquidity and profitability, which would adversely affect our ability to repay the Senior Demand Notes.

We compete for business with a number of companies, including large national companies and banks that have substantially greater resources, lower cost of funds, and a more established market presence than we have.  If these companies increase their marketing efforts to include our market niche of borrowers, or if additional competitors enter our markets, we may be forced to reduce the interest rates and fees we charge in order to maintain or expand our market share.  Any reduction in the interest rates or fees we charge could have an adverse impact on our liquidity and profitability and our ability to repay the Senior Demand Notes.

RATIO OF EARNINGS TO FIXED CHARGES
For purposes of calculating the ratio of earnings to fixed charges below, we calculated earnings by adding fixed charges to income before income taxes.  Fixed charges consist of the interest on our indebtedness and the amount which we believe is representative of the interest factor component of our rent expense.
	December 31
	2007	2006	2005	2004	2003
	1.92	1.83	1.83	1.91	2.42

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USE OF PROCEEDS

Net proceeds from sales of the Senior Demand Notes, after payment of applicable expenses, will be placed in our general treasury.  No segregation of proceeds will be made, but we expect to use the net proceeds for, among other things, the redemption of our outstanding senior and subordinated securities as those securities mature and as such debtholders request redemption.  Our subordinated securities are our variable rate subordinated debentures, which are sold from time to time in varying principal amounts and at various interest rates.  We cannot presently estimate the amount of proceeds that will be required to make mandatory redemption payments.  Any proceeds not used for redemptions or for repayments at maturity will be used to repay bank borrowings and repay amounts outstanding under our commercial paper program as those amounts come due, make additional consumer finance loans and for general operating purpose s.

PLAN OF DISTRIBUTION

The Senior Demand Notes will be offered and sold directly by us.  No selling commissions or other remuneration will be paid directly or indirectly to any of our officers, directors or employees in connection with the sale of the Senior Demand Notes.  All proceeds from sales of Senior Demand Notes will be placed in our general treasury as sales are made, as described in the "Use of Proceeds" section of this prospectus.  All offering expenses, including registration fees, printing, advertising, postage and professional fees, will be paid by us.

There is no assurance that any or all of the Senior Demand Notes offered by this prospectus will be sold.  This offering, however, is not made contingent upon any minimum amount of Senior Demand Notes being sold.

The Senior Demand Notes will be sold and redeemed at our executive office located at 213 East Tugalo Street, Post Office Box 880, Toccoa, Georgia 30577.  The telephone number is (706) 886-7571 or (800) 282-0709 (within Georgia) or (800) 700-7943 (outside of Georgia).

FORWARD-LOOKING INFORMATION

This prospectus, and the information incorporated by reference in it, contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by those forward-looking statements. Such factors include the known risks we face that are described in the Risk Factors section of this prospectus and as otherwise may be described in our periodic reports that we file with the SEC from time to time. If any of the events described in the Risk Factors section or elsewhere in this prospectus occur, they could impact our ability to pay the interest and principal on the Senior Demand Notes, as well as have an adverse effect on our busines s, financial condition and results of operation.  We undertake no obligation to update any forward-looking statements.

DESCRIPTION OF THE SENIOR DEMAND NOTES

General

The Senior Demand Notes we are offering will represent senior, unsecured debt obligations of 1^st Franklin.  The Senior Demand Notes will be issued under an Indenture between us and U.S. Bank National Association, as Trustee.  The terms and conditions of the Senior Demand Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939.  The following is a summary of the material provisions of the Senior Demand Notes and the Indenture.  For a complete understanding of the Senior Demand Notes, you should review the definitive terms and conditions contained in the Indenture, which include definitions of certain terms used below.  A copy of the Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part and is available from us at no charge upon request.

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The Senior Demand Notes are direct obligations of 1^st Franklin, but are not secured by any collateral or lien.  The Senior Demand Notes will be identical except for the issue date.  The Senior Demand Notes have no stated maturity, will not be subject to any sinking fund and will be payable or redeemable at the option of the holder thereof at any time as described below.  The Senior Demand Notes will rank equally and ratably with all other senior, unsecured indebtedness of the Company.  

In addition, the Senior Demand Notes are not bank certificates of deposit and are not insured by the Federal Deposit Insurance Corporation, the Securities Investor Protection Corporation or any other federal or state agency or company. Investors must rely solely on our ability to repay our obligations under the Senior Demand Notes.

Sale and Issuance

All funds you invest in Senior Demand Notes, together with all accrued interest, and any redemptions, will be recorded on a register maintained by us or the Trustee.  We will act as registrar and paying agent unless otherwise designated.

Senior Demand Notes will be sold for an initial amount of not less than $25.00 and in any amount thereafter, and will be dated the date of purchase.  We may, at our discretion, limit the maximum amount any investor or related investors may maintain in outstanding Senior Demand Notes at any one time.  

Principal Amount

The principal amount of each Senior Demand Note at any time is equal to all amounts invested in such Senior Demand Note, together with accrued interest, less redemptions.

Interest

The interest rate payable on any Senior Demand Note is a variable rate, compounded daily.  We will establish, from time to time, separate interest rates for Senior Demand Notes with a current balance range from $1.00 to $2,499.99; $2,500.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over.  Interest rate determinations are made by management after evaluation of market conditions for investments with similar characteristics, such as investment amount, redemption rights and risk profile.  When an interest rate is established for each range of balances, it becomes effective for and applied to all Senior Demand Notes within that range, whether existing or newly issued.  These interest rates may be the same or different for each range of balances and we may increase or decrease the rate for any range independently of the others without notice to holders after the date of purchase .  The interest rate on any Senior Demand Note may also change if the daily balance of that Senior Demand Note changes to a different range of balances.  

A holder of Senior Demand Notes will not be notified of changes from time to time in the interest rates.  The interest rates being paid on the Senior Demand Notes at any time may be obtained by calling or visiting our executive offices or by logging onto our website.  We will also publish the most recently determined interest rate for each balance range weekly in a newspaper of general circulation in Toccoa, Georgia, the location of the Company’s principal place of business.  We will also file a notice of any interest rate change with the SEC in a prospectus supplement pursuant to Rule 424(b), as appropriate.

How to Invest

General.  You may invest in Senior Demand Notes during normal business hours at our executive offices in Toccoa, Georgia, by cash, check or electronic transfer.  Each investment in Senior Demand Notes must be accompanied by properly completed investment documentation.  The minimum initial amount which you may invest is $25.00.  There is no required minimum amount for subsequent investments.  All investments must be made in U.S. dollars.  Investments in Senior Demand Notes may be made individually, jointly or as custodial or trust investments and may be made by individuals,

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corporations, partnerships, firms or associations, provided that in each case the investor meets certain requirements.

Investments by Cash.  You may invest in Senior Demand Notes by delivering cash to us at our executive offices at located at 213 East Tugalo Street, Toccoa, Georgia 30577.  

Investments by Check.  You may invest in Senior Demand Notes by check delivered to our executive offices located at 213 East Tugalo Street, Toccoa, Georgia 30577.  Checks must be drawn in U.S. dollars on a U.S. bank.  

Investments by Electronic Transfer.  You may invest in Senior Demand Notes by wire transfer or automated clearing house transfer of funds to 1^st Franklin Financial Corporation's account at Habersham Bank.  For all investments through these electronic transfers, the transfer instructions must include the name "1^st Franklin Financial Corporation, Senior Demand Notes" and your name, address, and investment number.  

Investments in Senior Demand Notes made with cash begin to accrue interest as of the date the investment is made at our executive offices.  Investments made by check begin to accrue interest the first business day after the date of receipt at our executive offices.  Investments made by electronic transfer will be invested in Senior Demand Notes, and will begin accruing interest, on the day credited to the account of 1^st Franklin Financial Corporation.  Transferring funds electronically by means other than wire transfer or automated clearing house transfer may result in a delay in crediting the investment to your Senior Demand Note investment account.  Neither we nor Habersham Bank will be responsible for delays in funds transfer systems.

We reserve the right to reject any investment application and return the funds to a potential investor for any reason, including if any of the foregoing investments are not preceded or accompanied by documentation satisfactory to us to establish that the potential investor meets any applicable eligibility criteria.  Copies of this documentation is available at our executive offices, or you can request that it be sent to you by calling us at (706) 886-7571 or (800) 282-0709 (within Georgia) or (800) 700-7943 (outside of Georgia).  

Redemption by the Holder

Subject to any limitations described in "Subordination" below, we will redeem any Senior Demand Notes upon request of a holder at any time up to the outstanding principal balance plus any unpaid interest at the time of redemption.  We will also make partial redemptions as long as the balance remaining on any Senior Demand Notes is at least $1.00.  All redemption requests must be made either in person, by mail at, or by electronic means to, our executive offices or by the check redemption option as described below.  Redemption requests made in person or by mail must be accompanied by properly completed documentation.  

Check and Electronic Redemption Options

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At the option of a holder of Senior Demand Notes, the holder may redeem Senior Demand Notes by writing checks or by electronic means, drawn against the holder's Senior Demand Note balance and payable through Habersham Bank.  The check and electronic redemption options are available only to those persons who maintain a minimum investment balance with us of $500.00 or more.  This investment may be maintained in Senior Demand Notes or any other of our debt securities.  If at any time this minimum balance declines to less than $500.00, all check writing and electronic redemption privileges and other services related to these redemption options may be immediately suspended by us until the balance equals or exceeds $500.00.

A Senior Demand Note holder who elects the check redemption option will receive a starter supply of blank checks from us at no charge.  Permanent checks must be purchased by the holder at his expense from a check supplier of the holder's choice.  Checks may be used at any time and made payable to anyone for any amount, subject to the $500.00 minimum balance requirement.  Each check is considered to be a Senior Demand Note redemption in an amount equal to the amount of the check paid.  Subject to a service charge, a holder may stop payment of a check by timely notifying us in writing, but we are not liable for failure to stop any payment.

Checks which are presented to us for payment and which exceed the holder's Senior Demand Note balance or which would reduce that holder's minimum balance below $500.00 may be returned unpaid by us, and the holder will be assessed a returned check service fee.

A Senior Demand Note holder who elects the check redemption option also has the option to enter into a separate Overdraft Protection Agreement, Security Agreement and Assignment.  Under this Agreement, a holder of Senior Demand Notes assigns debt securities to us as collateral for overdraft payments.  We will then pay any overdrafts to the extent of the protection amount set out in this Agreement.  This Agreement contains customary fees for this service.  Amounts paid by us under this Agreement are loans and are subject to repayment with interest, as well as other finance charges described in the Agreement.

To use the check redemption option, a holder must enter into a Senior Demand Note Check Redemption Agreement with us.  This agreement sets forth the provisions and charges associated with the check redemption option.  A copy of this agreement is available from us at no charge upon request.  Either the Senior Demand Note holder or the Company may terminate this Agreement at any time.  Additionally, any of the terms of the agreement may be amended upon 30 days' prior written notice by us.  Upon termination of the agreement, a Senior Demand Note holder may continue to redeem Senior Demand Notes in person or by mail as provided above without penalty.  The Senior Demand Note holder, however, will remain liable for any unpaid checks or other charges in connection with the Agreement.

If Senior Demand Notes are held jointly by more than one owner, only one holder whose name appears on the investment register must sign a redemption check unless otherwise specified on the investment application or subsequent written request and so indicated on the checks.  The amount of the Senior Demand Notes to be redeemed by check will continue accruing interest until the redemption check is presented for payment.

The check and electronic redemption options are optional redemption methods for redeeming the Senior Demand Notes.  See "Redemption by the Holder."  These options are strictly at the request of the holder and do not change any of the terms or provisions of the Senior Demand Notes as described herein.  The Senior Demand Notes, including those redeemed under these options, are not bank deposits or bank obligations and are not insured by the FDIC, the SIPC, or any other federal or state agency.  

Redemption by the Company

We can call the Senior Demand Notes as a whole, or individually, for redemption at any time at a price equal to the principal amount plus any unpaid interest thereon at the time of redemption.  Notice of such redemption will be given by mail to the holder not less than 30 nor more than 60 days prior to the date fixed for redemption.

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Account Fees and Charges

Any fees and expenses associated with the Senior Demand Notes, and the check redemption option, will be deducted from a Senior Demand Note holder's balance and will be treated as a redemption of the corresponding amount of Senior Demand Notes.  Any fees and charges will appear on the appropriate account statement.  

Statements to Holders

Either we or the Trustee will maintain a record of each holder’s investments in Senior Demand Notes.  We will maintain the register unless otherwise designated.  The principal amount of each Senior Demand Note at any time is equal to all amounts invested in such Senior Demand Note, together with accrued interest, less redemptions.  We will send to each holder, at least quarterly, a statement showing the holder's Senior Demand Note balance as it appears on our books.  Such statement will contain a summary of all transactions relating to that holder's Senior Demand Notes during the applicable period, including beginning and ending aggregate principal amounts, accrued interest and redemptions.  Holders who have elected to use the Check Redemption Option will receive a monthly statement listing all checks paid during the month and setting forth check numbers, amounts, dates of payments and any other transactio ns, such as additional investments, interest earned and service charges which were posted in the investor's account during the month.  

Canceled checks are not returned to the holder.  Investors may request laser image copies of canceled checks to be included with their monthly statements for a nominal fee.  Microfilm copies and/or laser stored images of canceled checks will be retained by us and, upon payment of any applicable copy charge, a holder may obtain a copy of any individual check at any time.  

Subordination

Payment of the principal and interest on the Senior Demand Notes is subordinate in right of payment to all of our secured debt to the extent of the value of the assets securing such indebtedness.  The term "secured debt" means all of our indebtedness outstanding at any time that by its terms is secured by various assets.  No sinking fund will be established to provide for payments on the Senior Demand Notes.

In the event that the Senior Demand Notes are declared due and payable because of a default under the Indenture, a holder of a Senior Demand Note will be entitled to payment only after all principal and interest on all secured debt has been paid, to the extent of the value of the assets securing such indebtedness.  Likewise, in the event of our insolvency, bankruptcy or liquidation, or other similar proceeding relating to 1^st Franklin or to its creditors, as such, or to our property, or in the event of any dissolution or other winding up, whether or not involving insolvency or bankruptcy, then the holders of any secured debt will be entitled to receive payment in full of all principal and interest due to them, to the extent of the value of the assets securing such indebtedness, before the holders of the Senior Demand Notes are entitled to receive any payments.  

As of December 31, 2007, we did not have any secured debt outstanding.

Indenture and Trustee

The Senior Demand Notes will be issued under an Indenture between us and U.S. Bank National Association, as Trustee.  A copy of the form of this Indenture has been filed with the SEC as an exhibit to the registration statement of which this prospectus is a part and statements in this prospectus relating to the Senior Demand Notes are subject to the detailed provisions of the Indenture.  Whenever any particular section of the Indenture or any term used in it is referred to, the statement in connection with which such reference is made is qualified in its entirety by such reference.

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Restrictions on Additional Debt

There are no restrictions in the Indenture against the issuance of additional securities or the incurring of additional debt, including other senior debt or secured obligations.

Successors

The Indenture generally permits a consolidation or merger between us and another entity.  It also permits the transfer or lease by us of all or substantially all of our assets.  These transactions are permitted if:

•

the resulting or acquiring entity, if other than us, is a corporation and assumes all of our responsibilities and liabilities under the Senior Demand Notes and the Indenture; and

•

immediately after the transaction, and giving effect to the transaction, no event of default under the Indenture exists.

Modification of the Indenture

The Indenture contains provisions permitting 1^st Franklin and the Trustee, with the consent of the holders of not less than two-thirds of the outstanding principal amount of Senior Demand Notes, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental Indenture or modifying in any manner the rights of the holders of such Senior Demand Notes; provided, however, that no such supplemental Indenture can do any of the following:

•

reduce the principal amount of any Senior Demand Note;

•

reduce the amount of Senior Demand Notes whose holders must consent to an amendment; or

•

make any changes regarding the Indenture that relate to a waiver of default, the rights of holders to receive payments, and the requirements of consent of the holders of Senior Demand Notes, in each case without the consent of the holder of each Senior Demand Note so affected.

We, along with the Trustee, may amend the Indenture to allow for the issuance of additional amounts of Senior Demand Notes without the consent of the holders of Senior Demand Notes.  There are no limitations as to the maximum amount of any increase or to the number of increases which may be made.

Events of Default and Notice Thereof

An event of default is generally defined by the Indenture to mean any of the following:

•

failure to pay principal or interest on any Senior Demand Note upon a request for redemption therefor, which failure continues for 30 days;

•

failure, after notice from the Trustee or from the holders of at least 25% in principal amount of the Senior Demand Notes, to observe or perform within 30 days any of the covenants contained in the Indenture or Senior Demand Notes; or

•

the occurrence of certain events of bankruptcy, insolvency or reorganization.

The Indenture provides that the Trustee will, within 90 days after its occurrence, give the registered holders of Senior Demand Notes notice of any existing default known to the Trustee, but, except in case of a default in the payment of principal or interest, the Trustee may withhold such notice if and for so long as the Trustee in good faith determines that the withholding of such notice is in the interest of those holders.

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Rights on Default

The Trustee, by notice to the Company, or the holders of at least 25% in principal amount of Senior Demand Notes, may declare the principal of and accrued but unpaid interest on all Senior Demand Notes due upon the happening of any of the events of default specified in the Indenture, but the holders of a majority of the outstanding principal amount of those Senior Demand Notes may waive any default and rescind such declaration if the default is cured within the 30 day period, except a default in the payment of the principal of or interest on any Senior Demand Note or a default on any other senior debt.  The holders of a majority of the outstanding principal amount of the Senior Demand Notes may direct the time, method and place of conducting any proceeding for any remedy available to, or exercising any power or trust conferred upon, the Trustee, but the Trustee may decline to follow any direction that conflicts with law or any pro vision of the Indenture, or is unduly prejudicial to the rights of the other holders of Senior Demand Notes or would involve the Trustee in personal liability.  Holders may not institute any proceeding to enforce the Indenture unless the Trustee refuses to act for 60 days after request from the holders of at least 25% in principal amount of the Senior Demand Notes and during that 60 day period the holders of a majority in principal amount do not give the Trustee a direction inconsistent with the request, and tender to the Trustee of satisfactory indemnity.  Nevertheless, any holder may enforce the payment of the principal of and interest on that holder's Senior Demand Notes upon a request therefor.

Concerning the Trustee

In addition to its agreement to serve as Trustee under the indenture, US Bank issues to us, and services, certain credit cards, on customary commercial terms and for which it receives customary fees.  The Trustee maintains its principal corporate trust office at 1349 West Peachtree Street, N.W., Suite 1050, Atlanta, Georgia 30309.

Evidence to be Furnished to the Trustee

The Indenture provides that, upon any application or request by us to the Trustee to act, we will provide the Trustee an officer's certificate and an opinion of counsel stating that any necessary conditions precedent have been met and satisfactory indemnification as required has been provided.  Within 120 days after the end of each fiscal year, we are required to file with the Trustee an officer’s certificate stating whether or not, to the best knowledge of the signer, we are in default in the performance of any covenant, agreement or condition in the Indenture and, if so, specifying each such default and, with respect to each, the action taken or proposed to be taken by us to remedy such default.

LEGAL MATTERS

The validity of the issuance of the Senior Demand Notes being offered by this prospectus has been passed upon for us by Jones Day, Atlanta, Georgia.

EXPERTS

The consolidated financial statements, and the related financial statement schedule, incorporated in this prospectus by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports which are incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, and other information, with the SEC.  You may read and copy any document we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room.  Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov.

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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with it, which means that we can disclose important information to you by referring you to those documents.  The information incorporated by reference into this prospectus is an important part of this prospectus.  Specifically, we are incorporating by reference the following:  

(a)

The Annual Report of the Company on Form 10-K for the year ended December 31, 2007, filed on March 20, 2008;

(b)

The Current Report of the Company on Form 8-K, filed on January 30, 2008; and

(c)

All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2007.

Any statement contained in this prospectus or in a document incorporated by reference in this prospectus is deemed to be modified or superseded for purposes of this prospectus to the extent that any of the following modifies or supersedes such statement:

•

in the case of a statement in a previously filed document incorporated by reference in this prospectus, a statement contained in this prospectus; or

•

a statement contained in any prospectus supplement relating to the offering of Senior Demand Notes.

Any modified or superseded statement will not be deemed to constitute a part of this prospectus or any prospectus supplement, except as modified or superseded.  Except as provided by the above-mentioned exceptions, all information appearing in this prospectus and each prospectus supplement is qualified in its entirety by the information appearing in the documents incorporated by reference.

Copies of documents incorporated by reference will be provided without charge upon request to our Corporate Secretary at 213 East Tugalo Street, Post Office Box 880, Toccoa, Georgia 30577, telephone number (706) 886-7571 or (800)-282-0709 (within Georgia) or (800) 700-7943 (outside of Georgia).  You can also access any or all of these filings free of charge at our website http://www.1ffc.com.  Information contained on our website does not constitute part of this prospectus, and you should rely only on the information contained, or specifically incorporated by reference, in this prospectus in deciding whether to invest in Senior Demand Notes.

REPORTS TO SECURITY HOLDERS

A copy of the above-mentioned annual report, containing financial information that has been examined and reported upon, with an opinion expressed, by an independent registered public accounting firm, filed with the SEC is being delivered with this prospectus.  We also provide each security holder with our most recent quarterly report containing unaudited financial information.  Each of these reports for the current year are also available on our web site at http://www.1ffc.com.  Information contained on our website does not constitute part of this prospectus, and you should rely only on the information contained, or specifically incorporated by reference, in this prospectus in deciding whether to invest in Senior Demand Notes.

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PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution
	The expenses to be incurred in the issuance and distribution of the securities being registered hereby are estimated as follows:
		Filing Fee - Securities and Exchange Commission State Registration Fees Legal Fees and Expenses Accounting Fees Printing Costs Advertising Trustee's Fees Postage and Miscellaneous Total	$ 24,560 2,000 50,000 8,000 2,500 7,000 8,000 11,000 $ 113,060

Item 14.

Indemnification of Directors and Officers

II-1

The bylaws of the registrant (the "Bylaws") provide that the registrant will indemnify any officer, director, employee or agent of the registrant who was or is a party or is threatened to be made a party to any threatened, pending or completed action (other than an action by or in the right of the registrant) by reason of the fact that such person is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another entity against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action if such person acted in a manner he reasonably believed to be in or not opposed to the best interests of the registrant, and, with respect to any criminal action or proceeding, and had no r easonable cause to believe his conduct was unlawful.  The termination of any action by judgment, order, settlement or conviction, or upon a plea of nolo contendre or its equivalent, shall not, of itself, create a presumption that a person did not act in a manner which he reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

The Bylaws further provide that the registrant will indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the registrant to procure a judgment in its favor by reason of the fact such person was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another entity against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant.  However, no indemnification will be made in respect of any claim, issue or matter as to which such person has been adjudged to be liable for negligence or misconduct in t he performance of his duty to the registrant unless and only to the extent that the court in which such action or suit was brought determines that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.

Any of the foregoing indemnification shall be made by the registrant only as authorized in the specific case upon a determination that indemnification of the person is proper in the circumstances because such person has met the applicable standard of conduct set forth in the Bylaws, unless otherwise ordered by a court.  Such determination will be made (i) by the board of directors of the registrant by a majority vote of a quorum consisting of directors who were not parties to such action, or (ii) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) by the affirmative vote of a majority of the shares of stock of the registrant entitled to vote thereon.

To the extent that any of the foregoing persons is successful on the merits or otherwise in the defense of an action, such person will be indemnified against expenses incurred by such person in connection therewith.

The registrant reserves the right to advance sums for the defense of any action in advance of the final disposition of such action provided that the registrant receives from the person requesting the advance an undertaking to repay any sums unless it is determined that such person is entitled to be indemnified as provided in the Bylaws.

The indemnification provided by the Bylaws is not exclusive of any other rights, in respect of indemnification or otherwise, to which those seeking indemnification may be entitled under any bylaw or resolution approved by the affirmative vote of the holders of a majority of the shares of the registrant entitled to vote thereon taken at a meeting the notice of which specified that such bylaw or resolution would be placed before the shareholders of the registrant.

II-2

The registrant has the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the registrant, or is or was serving at the request of the registrant as a director, officer, employee or agent of another entity against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the registrant would have the power to indemnify him against such liability under the provisions of the Bylaws.

If any expenses or other amounts are paid by way of indemnification, otherwise than by court order or action by the shareholders of the registrant or by an insurance carrier pursuant to insurance maintained by the registrant, the registrant will, not later than the next annual meeting of shareholders (unless such meeting is held within three months from the date of such payment) and, in any event, within 15 months from the date of such payment, send by first class mail to its shareholders of record at the time entitled to vote for the election of directors a statement specifying the persons paid, the amounts paid, and the nature and status at the time of such payment of the litigation or threatened litigation.

Item 15.

Recent Sales of Unregistered Securities

In the ordinary course of its business and to assist in the funding of its day-to-day operations involving, primarily, the making of consumer loans and first and second mortgage loans, the registrant makes periodic sales of certain of its securities which are exempt from the registration provisions of the Securities Act of 1933, as amended (the "Act").  None of such sales in the past three years have involved, or have been made through, any underwriters, and all such sales were made by executive officers of the registrant.  

During the past three years, the registrant has offered and sold senior demand notes ("Notes") only to residents of Georgia in reliance on the exemption from the federal securities registration requirements provided by Section 3(a)(11) of the Act and Rule 147 thereunder.  In addition, the registrant has offered and sold its commercial paper ("Commercial Paper") to investors meeting certain minimum investment qualifications pursuant to the exemption from the federal securities regulation requirements provided by Section 3(a)(3) of the Act.  

During the previous three years, the registrant has sold approximately $200.6 million of Notes and approximately $586.1 million of Commercial Paper.

Item 16. Exhibits and Financial Statement Schedules
	3.	(a)	Restated Articles of Incorporation of the registrant, as amended January 26, 1996 (incorporated herein by reference to Exhibit 3(a) to the registrant's Form 10-K for the year ended December 31, 1995).
		(b)	Bylaws of the registrant (incorporated herein by reference to Exhibit 3(3)(b) to the registrant's Form 10-K for the year ended December 31, 1995).
	4.	(a)	Form of Indenture
		(b)	Form of Senior Demand Note *
	5.	Opinion of Counsel Regarding Legality.
	10.	(a)	Credit Agreement, dated as of December 15, 2006, by and among the registrant, Wachovia Bank, National Association, as administrative agent and as a lender, and BMO Capital Markets Financing, Inc., as a lender (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K, dated December 21, 2006).

II-3

		(b)	Form of the Company’s 2007 Executive Bonus Plan ** (incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K dated January 30, 2008).
		(c)	Director Compensation Summary Term Sheet ** (incorporated by reference to Exhibit 10(c) to the registrant’s annual report on Form 10-K for the year ended December 31, 2007).
	11.	Computation of Per Share Earnings (can be determined from the consolidated statements of income contained in the registrant's annual report to security holders for the fiscal year ended December 31, 2007, incorporated herein by reference).
	12.	Calculation of Ratio of Earnings to Fixed Charges. *
	21.	(a)	Subsidiaries of the registrant (incorporated by reference to Exhibit 21 to the registrant's annual report on Form 10-K for the year ended December 31, 2007).
	23.	(a)	Consent of Independent Registered Public Accounting Firm.
		(b)	Consent of Counsel (included in Exhibit 5).
	24.	Power of attorney. *
	25.	Form T-1 as to the eligibility and qualification of U.S. Bank National Association, Trustee, under the Indenture between the registrant and U.S. Bank National Association. *
* Previously filed.
**  Management contract or compensatory plan or arrangement.
Item 17.    Undertakings
	The undersigned registrant hereby undertakes:
		(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:  (i)  to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;  (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and p rice represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

II-4

(2)	That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)	If the registrant is a foreign private issuer, to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering.  Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.  Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter if s uch financial statements and information are contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Form F-3.

II-5

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
i. If the registrant is relying on Rule 430B (§ 230.430B of this chapter):
A. Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bo na fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or
ii. If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-6

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:  The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
i. Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
ii. Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
iii. The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X is not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate juri sdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Toccoa, State of Georgia, on the 21^st day of March, 2008.

1^st FRANKLIN FINANCIAL CORPORATION

            /s/ Ben F. Cheek, III          

Ben F. Cheek, III

Chairman of the Board

Pursuant to the requirements of the Securities Act of 1933, this registration statement or amendment thereto has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Ben F. Cheek, III Ben F. Cheek, III	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	March 21, 2008
/s/ * Ben F. Cheek. IV	Vice Chairman	March 21, 2008
/s/ * Virginia C. Herring	President	March 21, 2008
/s/ * A. Roger Guimond	Executive Vice President and Chief Financial Officer  (Principal Financial Officer and Principal Accounting Officer); Director	March 21, 2008
/s/ * John G. Sample, Jr.	Director	March 21, 2008
/s/ * Dean Scarborough	Director	March 21, 2008
/s/ * Robert E. Thompson	Director	March 21, 2008
/s/ * Keith Watson	Director	March 21, 2008
		March 21, 2008
By:  /s/ Ben F. Cheek, III
Ben F. Cheek, III,  Attorney in Fact

EXHIBIT INDEX
	4.	(a)	Form of Indenture
	5.	Opinion of counsel
	23.	(a)	Consent of Independent Registered Public Accounting Firm
		(b)	Consent of counsel (included in Exhibit 5)

EX-4

Exhibit 4(a)

1^ST FRANKLIN FINANCIAL CORPORATION

AND

U.S. BANK NATIONAL ASSOCIATION, Trustee

________________________

FORM OF INDENTURE

_________________________

ATI-2257389v6

TABLE OF CONTENTS

Page

ARTICLE 1	DEFINITIONS AND INCORPORATION BY REFERENCE	1
Section 1.01.	Definitions	1
Section 1.02.	Other Definitions	2
Section 1.03.	Incorporation by Reference of Trust Indenture Act	2
Section 1.04.	Rules of Construction	2
ARTICLE 2	THE SECURITIES	3
Section 2.01.	Amount Issuable; Series; Terms	3
Section 2.02.	Form and Dating	3
Section 2.03.	Execution	4
Section 2.04.	Registrar and Paying Agent	4
Section 2.05.	Paying Agent to Hold Money in Trust	4
Section 2.06.	Security Holder Lists	4
Section 2.07.	Transfer and Exchange	4
Section 2.08.	Replacement Securities	4
Section 2.09.	Outstanding Securities	5
Section 2.10.	Treasury Securities	5
Section 2.11.	Temporary Securities	5
Section 2.12.	Cancellation	5
ARTICLE 3	REDEMPTION	5
Section 3.01.	Notices to Trustee	5
Section 3.02.	Selection of Securities to be Redeemed	5
Section 3.03.	Notice of Redemption	6
Section 3.04.	Effect of Notice of Redemption	6
Section 3.05.	Deposit of Redemption Price	6
Section 3.06.	Securities Redeemed in Part	6
Section 3.07.	Redemption if Balance Falls Below $1.00	6
Section 3.08.	Application	7
ARTICLE 4	COVENANTS	7
Section 4.01.	Payment of Securities	7
Section 4.02.	SEC Rights	7
Section 4.03.	Compliance Certificate	7
ARTICLE 5	SUCCESSORS	7
Section 5.01.	When Company May Merge, etc	7
ARTICLE 6	DEFAULTS AND REMEDIES	8
Section 6.01.	Events of Default	8
Section 6.02.	Acceleration	8
Section 6.03.	Other Remedies	9
Section 6.04.	Waiver of Past Defaults	9
Section 6.05.	Control by Majority	9
Section 6.06.	Limitation on Suits	9
Section 6.07.	Rights of Holders to Receive Payment	10
Section 6.08.	Collection Suit by Trustee	10
Section 6.09.	Trustee May File Proofs of Claim	10
Section 6.10.	Priorities	10
Section 6.11.	Undertaking for Costs	10
ARTICLE 7	TRUSTEE	11
Section 7.01.	Duties of Trustee	11
Section 7.02.	Rights of Trustee	12
Section 7.03.	Individual Rights of Trustee	12
Section 7.04.	Trustee’s Disclaimer	12
Section 7.05.	Notice of Defaults	12
Section 7.06.	Reports by Trustee to Holders	12
Section 7.07.	Compensation and Indemnity	12
Section 7.08.	Replacement of Trustee	13
Section 7.09.	Successor Trustee by Merger, etc	14
Section 7.10.	Eligibility; Disqualification	14
Section 7.11.	Preferential Collection of Claims Against Company	14
ARTICLE 8	DISCHARGE OF INDENTURE	14
Section 8.01.	Termination of Company’s Obligations	14
Section 8.02.	Application of Trust Money	15
Section 8.03.	Repayment to Company	15
ARTICLE 9	AMENDMENTS	15
Section 9.01.	Without Consent of Holders	15
Section 9.02.	With Consent of Holders	15
Section 9.03.	Compliance with Trust Indenture Act	16
Section 9.04.	Revocation and Effect of Consents	16
Section 9.05.	Notation on or Exchange of Securities	16
Section 9.06.	Trustee Protected	16
ARTICLE 10	MISCELLANEOUS	16
Section 10.01.	Trust Indenture Act Controls	16
Section 10.02.	Notices	16
Section 10.03.	Communication by Holders with Other Holders	17
Section 10.04.	Certificate and Opinion as to Conditions Precedent	17
Section 10.05.	Statements Required in Certificate or Opinion	17
Section 10.06.	Rules by Trustee and Agents	18
Section 10.07.	Legal Holidays	18
Section 10.08.	No Recourse Against Others	18
Section 10.09.	Duplicate Originals	18
Section 10.10.	Variable Provisions	18
Section 10.11.	Governing Law	18
EXHIBIT A FORM OF SECURITY	A-1

ATI-2257389v6 i

CROSS
REFERENCE TABLE
TIA Section	Indenture Section
310 (a)(1)	7.10
(a)(2)	7.10
(a)(3)	N.A.
(a)(4)	N.A.
(b)	7.08; 7.10; 11.02
(c)	N.A.
311 (a)	7.11
(b)	7.11
(c)	N.A.
312 (a)	2.06
(b)	11.03
(c)	11.03
313 (a)	7.06
(b)(1)	N.A.
(b)(2)	7.06
(c)	11.02
(d)	7.06
314 (a)	4.02; 11.02
(b)	N.A.
(c)(1)	11.04
(c)(2)	11.04
(c)(3)	N.A.
(d)	N.A.
(e)	11.05
(f)	N.A.
315 (a)	7.01(b)
(b)	7.05; 11.02
(c)	7.01(a)
(d)	7.01(c)
(e)	6.11
316 (a)(last sentence)	2.10
(a)(1)(A)	6.05
(a)(1)(B)	6.04
(a)(2)	N.A.
(b)	6.07
317 (a)(1)	6.08
(a)(2)	6.09
(b)	2.05
318 (a)	11.01

N.A. means not applicable.

ATI-2257389v6 ii

INDENTURE dated as of January __, 2008, between 1st FRANKLIN FINANCIAL CORPORATION, a Georgia corporation (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Trustee”).
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Company’s Senior Demand Notes (“Securities”):
ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.1. Definitions.
“Affiliate” means any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company.
“Agent” means any Registrar, Paying Agent, Conversion Agent or co-registrar.
“Board of Directors” means the Board of Directors of the Company or any authorized committee of the Board.
“Board Resolution” means the original or a copy of a resolution certified by the Secretary or any Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.
“Company” means the party named as such above until a successor replaces it and thereafter means the successor.
“Default” means any event which is, or after notice or passage of time would be, an Event of Default.
“Holder” or “Securityholder” means a person in whose name a Security is registered.
“Indenture” means this Indenture as may be amended from time to time.
“Officer’s Certificate” means a certificate signed by either the President, the Treasurer or any Vice-President of the Company.  See Sections 10.04 and 10.05.
“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee.  The counsel may be an employee of or counsel to the Company or the Trustee.  See Sections 10.04 and 10.05.
“Principal” of a Security means the outstanding principal amount of that Security.
“SEC” means the Securities and Exchange Commission.
“Securities” means the Securities described above issued under this Indenture, and unless the contest otherwise requires, means Securities of any series.
“TIA” means the Trust Indenture Act of 1939. (15 U.S. Code §§ 77aaa77bbbb) as in effect on the date shown above.
“Trustee” means the party named as such above until a successor replaces it and thereafter means the successor.
“Trust Officer” means any officer or assistant officer of the Trustee assigned by the Trustee to administer its corporate trust matters.
Section 1.2. Other Definitions.
	Term	Defined in Section
	“Bankruptcy”	6.01
	“Custodian”	6.01
	“Event of Default”	6.01
	“Interest Payment Date”	2.01
	“Legal Holiday”	10.07
	“Officer”	10.10
	“Paying Agent”	2.04
	“Registrar”	2.04
	“Regular Record Date”	2.01
	“Stated Maturity”	2.01
	“U.S. Government Obligations”	8.01

Section 1.3.

Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.

The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Securities;

“indenture security holder” means a Securityholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Trustee;

“obligor” on the indenture securities means the Company.

All other terms used in this Indenture that are defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings assigned to them.

Section 1.4.

Rules of Construction.  Unless the context otherwise requires:

(1)

a term has the meaning assigned to it;

(2)

an accounting term used but not otherwise defined herein has the meaning assigned to it in accordance with generally accepted accounting principles in the United States;

(3)

“or” is not exclusive;

(4)

words in the singular include the plural, and in the plural include the singular; and

(5)

provisions apply to successive events and transactions.

ARTICLE 2

THE SECURITIES

Section 2.1.

Amount Issuable; Series; Terms.

(1)

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

(2)

The Securities may be issued in one or more series.  

(3)

The interest rate payable on any Security shall be a variable rate, compounded daily, as established by the Company in its sole discretion from time to time, which rate will vary depending upon the following daily balance ranges:  $1.00 to $2,499.99; $2,500.00 to $9,999.99; $10,000.00 to $49,999.99; $50,000.00 to $99,999.99; and $100,000.00 and over.  When an interest rate is established for each range of balances, it becomes effective for and applied to all Securities with a daily balance within that range, whether existing or newly issued.  These interest rates may be the same or different for each range of balances and the Company may increase or decrease the interest rate for any range independently of the others without notice to Holders after the date of purchase.  The interest rate on a Security may also change if the daily balance of the Security chang es to a different range of balances.  A Holder will not be notified of changes from time to time in the interest rate paid on a Security.  The interest rates currently being paid on the Securities may be obtained at any time from the Company’s executive offices in Toccoa, Georgia.  Interest on a Security shall be paid at least annually, or more often if so requested by the Holder.

(4)

The payment of the principal and interest on the Demand Notes shall be subordinate in right of payment to all of the Company’s secured debt to the extent of the value of the assets securing such indebtedness.  The Securities shall rank equally and ratably with all other senior, unsecured indebtedness of the Company.  

Section 2.2.

Form and Dating.  The Securities shall be substantially in the form of Exhibit A, which is part of this Indenture, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more supplemental indentures hereto.  The Securities may have notations, legends or endorsements required by law or usage.  Each Security and each replacement Security shall be dated the date of its issue by the Company.

Section 2.3.

Execution.  Two Officers shall sign the Securities for the Company by manual or facsimile signature.

If an Officer whose signature is on a Security no longer holds that office at the time the Security is authenticated, the Security shall nevertheless be valid.

Section 2.4.

Registrar and Paying Agent.  The Company shall designate a person to whom the Securities may be presented for registration of transfer or for exchange (“Registrar”)  and a person (who may be the same as the Registrar) to whom Securities may be presented for payment (“Paying Agent”).  The Registrar shall keep a register of the Securities and of their transfer and exchange.  The Company may appoint one or more co-registrars and one or more additional paying agents.  The term “Paying Agent” includes any additional paying agent.  If the Company fails to designate a Registrar or Paying Agent, the Company shall act as such.

Section 2.5.

Paying Agent to Hold Money in Trust.  If the Company acts as Paying Agent, the Company shall hold all money held by it as Paying Agent in trust for the purposes for which such money was paid but need not segregate such money from other funds except to the extent required by law.

Section 2.6.

Security Holder Lists.  The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Holders of Securities.  If the Trustee is not the Registrar, the Company shall furnish to the Trustee from time to time as the Trustee may request in writing a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Holders of Securities.

Section 2.7.

Transfer and Exchange.  Where Securities are presented to the Registrar or a co-registrar with a request to register the transfer or to exchange them for an equal principal amount of Securities of other denominations, the Registrar shall register the transfer or make the exchange if its requirements for such transactions are met.  The Company may charge for its expenses in transferring or exchanging a Security.  

The Company shall not be required (i) to issue, transfer or exchange any Security during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Securities selected for redemption pursuant to Section 3.03 and ending at the close of business on the date of such redemption, or (ii) to transfer or exchange any Security selected for redemption in whole or in part.

Section 2.8.

Replacement Securities.  If the Holder of a Security claims that the Security has been lost, destroyed or wrongfully taken, the Company shall issue a replacement Security if the Company’s and the Trustee’s requirements are met.  If required by the Trustee or the Company, an indemnity bond must be sufficient in the judgment of both to protect the Company, the Trustee or any agent from any loss which any of them may suffer if a Security is replaced.  The Company or the Trustee, as applicable, may charge for its expenses in replacing a Security.

Section 2.9.

Outstanding Securities.  The Securities outstanding at any time are all the Securities delivered by the Company pursuant to this Indenture except for those cancelled by it, those delivered to it for cancellation and those described in this Section as not outstanding.  If a Security is replaced pursuant to Section 2.08, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Security is held by a bona fide purchaser.

If Securities are considered paid under Section 4.01, they cease to be outstanding and interest on them ceases to accrue.

A Security does not cease to be outstanding because the Company or an Affiliate holds the Security.

Section 2.10.

Treasury Securities.  In determining whether the Holders of the required principal amount of Securities have concurred in any direction, waiver or consent, Securities owned by the Company or an Affiliate shall be disregarded, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Securities which the Trustee knows are so owned shall be so disregarded.

Section 2.11.

Temporary Securities.  Until definitive Securities are ready for delivery, the Company may prepare temporary Securities.  Temporary Securities shall be substantially in the form of definitive Securities, with such variations as the Company deems appropriate for temporary Securities.  Without unreasonable delay, the Company shall prepare definitive Securities in exchange for temporary Securities.

Section 2.12.

Cancellation.  The Company at any time may deliver Securities to the Trustee for cancellation.  The Registrar and Paying Agent shall forward to the Trustee any Securities surrendered to them for registration or transfer, exchange, payment or conversion.  The Trustee shall cancel all Securities surrendered for registration of transfer, exchange, payment, conversion or cancellation and shall dispose of cancelled Securities as the Company directs.  The Company may not issue new Securities to replace Securities that it has paid or delivered to the Trustee for cancellation.

Section 2.13.

ARTICLE 3

REDEMPTION

Section 3.1.

Notices to Trustee.  If the Company elects to redeem Securities pursuant to the terms and conditions thereof, it shall notify the Trustee of the redemption date and the principal amount of Securities to be redeemed.  The Company’s notice shall specify the paragraph of the Securities pursuant to which it wants to redeem Securities.

The Company shall give each notice provided for in this Section at least 50 days before the redemption date.

Section 3.2.

Selection of Securities to be Redeemed.  If less than all the Securities are to be redeemed, the Company shall select the Securities to be redeemed by daily balance range, and shall so notify the Trustee by an Officer’s Certificate.  If less than all of the Securities within a chosen daily balance range are to be redeemed, the Trustee shall select the Securities to be redeemed pro rata or by lot.  The Trustee shall make the selection not more than 75 days before the redemption date from Securities outstanding not previously called for redemption.  The Trustee may select for redemption portions of the Principal of Securities that have denominations larger than $100.  Provisions of this Indenture that apply to Securities called for redemption also apply to portions of Securities called for redemption.

Section 3.3.

Notice of Redemption.  At least 30 days, but not more than 60 days, before a redemption date, the Company shall mail a notice of redemption to each Holder whose Securities are to be redeemed.

The Notice shall identify the Securities to be redeemed and shall state:

(1)

the redemption date;

(2)

the redemption price, which shall be equal to 100% of the principal amount of the Security to be redeemed plus accrued interest on a daily basis up to, but not including, the redemption date;

(3)

the name and address of the Paying Agent;

(4)

that Securities called for redemption must be surrendered to the Paying Agent to collect the redemption price; and

(5)

that interest on Securities called for redemption ceases to accrue on and after the redemption date.

At the Company’s request, the Trustee shall give the notice of redemption in the Company’s name and at its expense.

Section 3.4.

Effect of Notice of Redemption.  Once notice of redemption is mailed, Securities called for redemption become due and payable on the redemption date at the redemption price.

Section 3.5.

Deposit of Redemption Price.  On or before the redemption date, the Company shall deposit money sufficient to pay the redemption price of and accrued interest on all Securities to be redeemed on that date.

Section 3.6.

Securities Redeemed in Part.  Upon surrender of a Security that is redeemed in part, the Trustee shall authenticate for the Holder a new Security equal in principal amount to the unredeemed portion of the Security surrendered.

Section 3.7.

Redemption if Balance Falls Below $1.00.  The Company may, in its sole discretion, redeem any Security in full if the principal balance of such Security falls below $1.00 at any time.  The redemption price shall be equal to 100% of the principal amount of the Security plus accrued interest on a daily basis up to, but not including, the redemption date.  This redemption right of the Company shall be automatic and no advance notice is required.

Section 3.8.

Application.  For the avoidance of doubt, Sections 3.01 through 3.05 of this Article shall not apply in the event of any optional redemption of Securities made at the request of a holder in accordance with the redemption provisions set forth in such Securities.  Any such request by a Security Holder may be honored by the Company without requiring the advance notice to the Trustee and the pro rata redemption set forth in this Article.

ARTICLE 4

COVENANTS

Section 4.1.

Payment of Securities.  The Company shall pay the principal of and interest on the Securities upon demand of the Holder.  Principal and interest shall be considered paid on the date due if the Paying Agent holds on that date money sufficient to pay all principal and interest then due.

Section 4.2.

SEC Rights.  The Company shall file with the Trustee within 15 days after it files them with the SEC copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  The Company also shall comply with the other provisions of TIA § 314(a).  Notwithstanding the foregoing, the Company shall not be required to file with the Trustee that information, and those documents and reports, that the Company files with the SEC pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934 and which is, or are, filed electronically with the SEC through its EDGAR system.

Section 4.3.

Compliance Certificate.  The Company shall deliver to the Trustee within 120 days after the end of each fiscal year of the Company an Officer’s Certificate stating whether or not the signer knows of any Default that occurred during the fiscal year.  If he does, the certificate shall describe the Default and its status.  The certificate need not comply with Section 10.05.  See Section 10.10.

ARTICLE 5

SUCCESSORS

Section 5.1.

When Company May Merge, etc.  The Company shall not consolidate or merge into, or transfer or lease all or substantially all of its assets to, any person unless:

(1)

the person is a corporation;

(2)

the person assumes by supplemental indenture all the obligations of the Company under the Securities and this Indenture;  and

(3)

immediately after the transaction no Default exists.

The surviving, transferee or lessee corporation shall be the successor Company, but the predecessor Company in the case of a transfer of lease shall not be released form the obligation to pay the principal of and interest on the Securities.

ARTICLE 6

DEFAULTS AND REMEDIES

Section 6.1.

Events of Default.  An “Event of Default” occurs if:

(1)

the Company defaults in the payment of the principal or interest on any Security when the same is presented for payment, upon redemption or otherwise, and the Default continues for a period of 30 days.

(2)

the Company fails to comply with any of its other agreements in the Securities or this Indenture and the Default continues for the period and after the notice specified below.

(3)

the Company pursuant to or within the meaning of any Bankruptcy Law:

(A)

commences a voluntary case,

(B)

consents to the entry of an order for relief against it in an involuntary case,

(C)

consents to the appointment of a Custodian of it or for all or substantially all of its property, or

(D)

makes a general assignment for the benefit of its creditors; or

(4)

a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that:

(A)

is for relief against the Company in an involuntary case,

(B)

appoints a Custodian of the Company or for all or substantially all of its property, or

(C)

orders the liquidation of the Company,

and the order or decree remains unstayed and in effect for 60 days.

The term “Bankruptcy Law” means title 11, U.S. Code or any similar Federal or State law for the relief of debtors.  The term “Custodian” means any receiver, trustee, assignee, liquidator or similar official under any Bankruptcy Law.

A Default under clause (3) is not an Event of Default until the Trustee or the Holders of at least 25% in principal amount of the Securities notify the Company of the Default and the Company does not cure the Default within 60 days after receipt of the notice.  The notice must specify the Default, demand that it be remedied and state that the notice is a “Notice of Default.”

Section 6.2.

Acceleration.  If an Event of Default occurs and is continuing, the Trustee by written notice to the Company, or the Holders of at least 25% in principal amount of the Securities, by written notice to the Company and the Trustee, may declare the principal of and accrued interest on all the Securities to be due and payable.  Upon such declaration the principal and interest shall be due and payable immediately.  The Holders of a majority in principal amount of the Securities, by written notice to the Trustee, may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if all existing Events of Default have been cured or waived except nonpayment of principal or interest that has become due solely because of the acceleration.

Section 6.3.

Other Remedies.  If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal or interest on the Securities or to enforce the performance of any provision of the Securities of this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Securities or does not produce any of them in the proceeding.  A delay or omission by the Trustee or any Holder of Securities in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default.  All remedies are cumulative to the extent permitted by law.

Section 6.4.

Waiver of Past Defaults.  The Holders of a majority in principal amount of the Securities by written notice to the Trustee may waive an existing Default and its consequences except a Default in the payment of the principal of or interest on any Security.

Section 6.5.

Control by Majority.  The Holders of a majority in principal amount of the Securities may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on it.  However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, is unduly prejudicial to the rights of other Holders of Securities, or would involve the Trustee in personal liability.

Section 6.6.

Limitation on Suits.  A Securityholder may pursue a remedy with respect to this Indenture or the Securities only if:

(1)

the Holder gives to the Trustee written notice of a continuing Event of Default;

(2)

the Holders of at least 25% in principal amount of the Securities make a request to the Trustee to pursue the remedy;

(3)

such Holder or Holders offer to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense;

(4)

the Trustee does not comply with the request within 60 days after receipt of the request and the offer of indemnity; and

(5)

during such 60-day period the Holders of a majority in principal amount of the Securities do not give the Trustee a written direction inconsistent with the request.

A Holder of Securities may not use this Indenture to prejudice the rights of another Holder of Securities or to obtain a preference or priority over another Holder of Securities.

Section 6.7.

Rights of Holders to Receive Payment.  Notwithstanding any other provision of this Indenture, the right of any Holder of a Security to receive payment of principal and interest on the Security, on or after the date demand is made therefor, or to bring suit for the enforcement of any such payment on or after such demand date, shall not be impaired or affected without the consent of the Holder.

Notwithstanding any of the provision of this Indenture, the right of any Holder of a Security to bring suit for the enforcement of the right to convert the Security shall not be impaired or affected without the consent of the Holder.

Section 6.8.

Collection Suit by Trustee.  If an Event of Default specified in Section 6.01(1) or (2) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal and interest remaining unpaid.

Section 6.9.

Trustee May File Proofs of Claim.  The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee and the Holders of Securities allowed in any judicial proceedings relative to the Company, its creditors or its property.

Section 6.10.

Priorities.  If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order:

First:  to the Trustee for amounts in connection with the enforcement and collection of amounts due under this Indenture and under Section 7.07;

Second:  to Securityholders for amounts due and unpaid on the Securities for principal and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Securities for principal and interest, respectively; and

Third:  to the Company.

The Trustee may fix a record date and payment date for any payment to Holders of Securities.

Section 6.11.

Undertaking for Costs.  In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant.  This Section does not apply to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07, or a suit by Holders of more than 10% in principal amount of the Securities.

ARTICLE 7

TRUSTEE

Section 7.1.

Duties of Trustee.

(1)

If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs.

(2)

Except during the continuance of an Event of Default:

(A)

The Trustee need perform only those duties that are specifically set forth in this Indenture and no others.

(B)

In the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture.  However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture.

(3)

The Trustee shall not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(A)

This paragraph does not limit the effect of paragraph (2) of this Section.

(B)

The Trustee shall not be liable for any error of judgment made in good faith by a Trust Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts.

(C)

The Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05.

(4)

Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(5)

The Trustee may refuse to perform any duty or exercise any right or power unless it receives indemnity satisfactory to it against any loss, liability or expense.

(6)

The Trustee shall not be liable for interest on or investment of any money received by it except as the Trustee may agree in writing with the Company.  Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

Section 7.2.

Rights of Trustee.

(1)

The Trustee may rely on any document believed by it to be genuine and to have been signed or presented by the proper person.  The Trustee need not investigate any fact or matter stated in the document.

(2)

Before the Trustee acts or refrains from acting, it may require an Officer’s Certificate and an Opinion of Counsel and satisfactory indemnification as provided in this Indenture.  The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Certificate or Opinion of Counsel.

(3)

The Trustee may act through agents and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(4)

The Trustee shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers.

Section 7.3.

Individual Rights of Trustee.  The Trustee in its individual or any other capacity may become the owner or pledgee of Securities and may otherwise deal with the Company or an Affiliate with the same rights it would have if it were not Trustee.  Any Agent may do the same with like rights.  However, the Trustee shall remain subject to Sections 7.10 and 7.11.

Section 7.4.

Trustee’s Disclaimer.  The Trustee makes no representation as to the validity or adequacy of this Indenture or the Securities, it shall not be accountable for the Company’s use of the proceeds from the Securities, and it shall not be responsible for any statement in the Securities.

Section 7.5.

Notice of Defaults.  If a Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to Holders of Securities a notice of the Default within 90 days after it occurs.  Except in the case of a Default in payment on any Security, the Trustee may withhold the notice if and so long as a committee of its Trust Officers in good faith determines that withholding the notice is in the interests of such Holders of Securities.

Section 7.6.

Reports by Trustee to Holders.  Within 60 days after the reporting date stated in Section 10.10, the Trustee shall mail to Holders of Securities a brief report dated as of such reporting date that complies with TIA §313(a).  The Trustee also shall comply with TIA §313(b)(2).

A copy of each report at the time of its mailing to Holders of Securities shall be filed with the SEC.

Section 7.7.

Compensation and Indemnity.  The Company shall pay to the Trustee from time to time reasonable compensation for its services.  The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust.  The Company shall reimburse the Trustee upon request for all reasonable out-of-pocket expenses of the Trustee’s agents, including reasonable fees and expenses of counsel, actually incurred.

The Company shall indemnify the Trustee against any damages, claims, actions, losses, liabilities or expenses incurred by it.  The Trustee shall  notify the Company promptly of any claim for which it may seek indemnity.  The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel.  The Company need not pay for any settlement made without its consent.

The Company need not reimburse any expense or indemnify against any loss or liability incurred by the Trustee through negligence or bad faith.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Securities on all money or property held or collected by the Trustee, except that held in trust to pay principal and interest on particular Securities.

When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(3) or (4) occurs, the expenses and the compensation for the services are intended to constitute expenses of administration under any Bankruptcy Law.

Section 7.8.

Replacement of Trustee.  A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee’s acceptance of appointment as provided in this Section.

The Trustee may resign by so notifying the Company in writing.  The Holders of a majority in principal amount of the Securities may remove the Trustee by so notifying the Trustee and the Company in writing.  The Company may remove the Trustee if:

(1)

the Trustee fails to comply with Section 7.10;

(2)

the Trustee is adjudged a bankrupt or an insolvent;

(3)

a receiver or public officer takes charge of the Trustee or its property; or

(4)

the Trustee becomes incapable of acting.

If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee.  Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the Securities may appoint a successor Trustee to replace the successor Trustee appointed by the Company.

If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company or the Holders of at least 10% in principal amount of the Securities may petition any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 7.10, any Holder of Securities may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company.  Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture.  The successor Trustee shall mail a notice of its succession to Securityholders.  The retiring Trustee shall promptly Transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 7.07.

Section 7.9.

Successor Trustee by Merger, etc.  If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee.

Section 7.10.

Eligibility; Disqualification.  This Indenture shall always have a Trustee who satisfies the requirements of TIA §§310(a)(1), 310(a)(2) and 310(a)(5).  The Trustee shall always have a combined capital and surplus as stated in the TIA.  The Trustee is subject to TIA §310(b), including the optional provision permitted by the second sentence of TIA §310(b)(9). Section 10.10 lists any excluded indenture or trust agreement.

Section 7.11.

Preferential Collection of Claims Against Company.  The Trustee is subject to TIA §311(a), excluding any creditor relationship have listed in TIA §311(b).  A Trustee who has resigned or been removed is subject to TIA §311(a) to the extent indicated.

ARTICLE 8

DISCHARGE OF INDENTURE

Section 8.1.

Termination of Company’s Obligations.  This Indenture shall cease to be of further effect (except that the Company’s obligations under Sections 7.07 and 8.03 shall survive) when all outstanding Securities theretofore issued have been delivered to the Trustee for cancellation.  In addition, the Company may terminate all of its obligations under this Indenture if:

(1)

the Securities then-outstanding are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the notice of redemption; and

(2)

the Company irrevocably deposits in trust with the Trustee money or U.S. Government Obligations sufficient to pay principal and interest on the Securities to redemption.  The Company may make the deposit only during the one-year period and only if Article 10 permits it.

However, the Company’s obligations in Sections 2.04, 2.05, 2.06, 2.07, 2.08, 4.01, 7.07, 7.08 and 8.03 shall survive until the Securities are no longer outstanding.  Thereafter the Company’s obligations in Section 7.07 and 8.03 shall survive.

After such deposit, the Trustee upon request shall acknowledge in writing the discharge of the Company’s obligations under this Indenture except for those surviving obligations specified above.

In order to have money available on a payment date to pay principal or interest on the Securities, the U.S. Government obligations shall be payable as to principal or interest on or before such payment date in such amounts as will provide the necessary money.  U. S. Government Obligations shall not be callable at the issuer’s option.

“U.S. Government Obligations” means direct obligations of the United States of America for the payment of which the full faith and credit of the United States of America is pledged.

Section 8.2.

Application of Trust Money.  The Trustee shall hold in trust money or U.S. Government Obligations deposited with it pursuant to Section 8.01.  It shall apply the deposited money and the money from U.S. Government Obligations through the Paying Agent and in accordance with this Indenture to the payment of principal and interest on the Securities.

Section 8.3.

Repayment to Company.  The Trustee and the Paying Agent shall promptly pay to the Company upon request any excess money or securities held by them at any time.

The Trustee and the Paying Agent shall pay to the Company upon request any money held by them for the payment of principal or interest that remains unclaimed for two years.  After payment to the Company, Holders of Securities entitled to the money must look to the Company for payment as general creditors unless an applicable abandoned property law designates another person.

ARTICLE 9

AMENDMENTS

Section 9.1.

Without Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities without the consent of any Securityholder:

(1)

to cure any ambiguity, defect or inconsistency;

(2)

to comply with Section 5.01;

(3)

to provide for uncertificated Securities in addition to certificated Securities;

(4)

to make any change that does not adversely affect the rights of any Holder of Securities; or

(5)

to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture with the TIA.

Section 9.2.

With Consent of Holders.  The Company and the Trustee may amend this Indenture or the Securities with the written consent of the Holders of at least 66-2/3% in principal amount of the Securities.  However, without the consent of each Holder of Securities affected, an amendment under this Section may not:

(1)

reduce the amount of Securities whose Holders must consent to an amendment;

(2)

reduce the principal of or change the demand payment nature of any Security;

(3)

make any Security payable in money other than that stated in the Security;

(4)

make any change in Section 6.04, 6.07 or this Section 9.02 (this second sentence including the parentheticals); or

(5)

make any change in Article 10 that adversely affects the rights of any Securityholder.

After an amendment under this Section becomes effective, the Company shall mail to Holders of Securities a notice briefly describing the amendment.

Section 9.3.

Compliance with Trust Indenture Act.  Every amendment to this Indenture or the Securities shall be set forth in a supplemental indenture that complies with the TIA as then in effect.

Section 9.4.

Revocation and Effect of Consents.  Until an amendment or waiver becomes effective, a consent to it by a Holder of a Security is a continuing consent by the Holder and every subsequent Holder of a Security or portion of a Security that evidences the same debt as the consenting Holder’s Security, even if notation of the consent is not made on any Security.  However, any such Holder or subsequent Holder may revoke the consent as to his Security or portion of a security if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective.  An amendment or waiver becomes effective in accordance with its terms and thereafter binds every Holder of Securities.

Section 9.5.

Notation on or Exchange of Securities.  The Trustee may place an appropriate notation about an amendment or waiver on any Security thereafter authenticated.  The Company in exchange for all Securities may issue new Securities that reflect the amendment or waiver.

Section 9.6.

Trustee Protected.  The Trustee need not sign any supplemental indenture that adversely affects its rights.

ARTICLE 10

MISCELLANEOUS

Section 10.1.

Trust Indenture Act Controls.  If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the TIA, the required provision shall control.

Section 10.2.

Notices.  Any notice or communication by the Company or the Trustee to the other is duly given if in writing and delivered in person or mailed by first-class mail to the other’s address stated in Section 10.10. The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication to a Holder of Securities shall be mailed by first-class mail to his address shown on the register kept by the Registrar.  Failure to mail a notice or communication to a Holder of Securities or any defect in it shall not affect its sufficiency with respect to other Securityholders.

If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

If the Company mails a notice or communication to Holders of Securities, it shall mail a copy to the Trustee and each Agent at the same time.

All other notices or communications shall be in writing.

Section 10.3.

Communication by Holders with Other Holders.  Holders of Securities may communicate pursuant to TIA §312(b) with other Holders of Securities with respect to their rights under this Indenture or the Securities.  The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA §312(c).

Section 10.4.

Certificate and Opinion as to Conditions Precedent.  Upon any request or application by the Company to the Trustee to take any action under this Indenture, the Company shall furnish to the Trustee:

(1)

an Officer’s Certificate stating that, in the opinion of the signer, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(2)

an Opinion of Counsel stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

Section 10.5.

Statements Required in Certificate or Opinion.  Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include:

(1)

a statement that the person making such certificate or opinion has read such covenant or condition;

(2)

a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based.

(3)

a statement that, in the opinion of such person, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4)

a statement as to whether or not, in the opinion of such person, such condition or covenant has been complied with.

Section 10.6.

Rules by Trustee and Agents.  The Trustee may make reasonable rules for action by or a meeting of Holders of Securities.  The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions.

Section 10.7.

Legal Holidays.  A “Legal Holiday” is a Saturday, a Sunday or a day on which banking institutions are not required to be open.  If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest shall accrue for the intervening period.

Section 10.8.

No Recourse Against Others.  All liability described in the Securities of any director, officer, employee or stockholder, as such, of the Company is waived and released.

Section 10.9.

Duplicate Originals.  The parties may sign any number of copies of this Indenture.  One signed copy is enough to prove this Indenture.

Section 10.10.

Variable Provisions.

“Officer” means the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

The Company initially shall serve as Paying Agent and Registrar.

The first certificate pursuant to Section 4.03 shall be for the fiscal year ending on December 31, 2008.

The reporting date for Section 7.06 is March 15^th of each year.  The first reporting date is March 15, 2008.

The Company’s address is:

213 East Tugalo Street
P.O. Box 880
Toccoa, Georgia  30577

The Trustee’s address is:

1349 West Peachtree Street, N.W.
Suite 1050
Atlanta, Georgia  30309

Section 10.11.

Governing Law.  The laws of the State of Georgia shall govern this Indenture and the Securities.

Dated:  ___________________

1^st FRANKLIN FINANCIAL CORPORATION

By:  

       Name:

       Title:

Attest:

(SEAL)

[Signatures Continued On Following Page]

Dated:  ____________________

U.S. BANK NATIONAL ASSOCIATION

By:  

       Name:

       Title:

Attest:

(SEAL)

ATI-2257389v6

EXHIBIT A FORM OF SECURITY

FORM OF SENIOR DEMAND NOTE
SENIOR DEMAND NOTE
No.  ____________	Toccoa, Georgia  _____________,____
On Demand, for value received, 1st FRANKLIN FINANCIAL CORPORATION promises to pay ______________________________________ at the home office of 1st Franklin Financial Corporation, 213 East Tugalo Street, Toccoa, Georgia, the principal amount of this Note, as represented from time to time on the books and records of 1st Franklin Financial Corporation, and to pay interest thereon, at the applicable rate, compounded daily.  1st Franklin Financial Corporation can call this Note for redemption at any time without penalty.
This Note is nonnegotiable and is transferable only on the books of 1st Franklin Financial Corporation.
By:  _________________________________          Chairman and Chief Executive Officer	By:  _________________________________         Assistant Treasurer
THIS SECURITY IS NOT A BANK DEPOSIT OR SIMILAR OBLIGATION AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR THE SECURITIES INVESTOR PROTECTION CORPORATION OR ANY OTHER FEDERAL OR STATE AGENCY.

ATI-2257389v6

A-1

EX-5

Exhibit 5

March 21, 2008

1^st Franklin Financial Corporation
213 East Tugalo Street
P.O. Box 880

Toccoa, Georgia 30577

Re:

Registration Statement on Form S-1 Filed by 1^st Franklin Financial Corporation

Ladies and Gentlemen:

We have acted as counsel to 1^st Franklin Financial Corporation, a Georgia corporation (the “Company”), in connection with the authorization of the issuance and sale from time to time, on a delayed basis, by the Company of senior demand notes of the Company (the “Notes”), as contemplated by the Company’s Registration Statement on Form S-1 to which this opinion has been filed as an exhibit (the “Registration Statement”).  The Notes may be issued from time to time pursuant to Rule 415 under the Securities Act of 1933 (the “Securities Act”).

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of this opinion.  Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Notes, upon receipt by the Company of such lawful consideration therefor as the Company's Board of Directors (or an authorized committee thereof) may determine, will constitute valid and binding obligations of the Company.

In rendering the foregoing opinion, we have assumed that:  (i) the Registration Statement, and any amendments thereto, will have become effective (and will remain effective at the time of issuance of any Notes thereunder); (ii) a prospectus supplement describing the Notes offered pursuant to the Registration Statement, to the extent required by applicable law and relevant rules and regulations of the Securities and Exchange Commission (the “Commission”), will be timely filed with the Commission; (iii) the Company will issue and deliver the Notes in the manner contemplated by the Registration Statement; and (iv) all Notes will be issued in compliance with applicable federal and state securities laws.

We have further assumed that (i) the resolutions authorizing the Company to issue, offer and sell the Notes will be in full force and effect at all times at which the Notes are offered or sold by the Company; (ii) the definitive terms of the Notes will have been established in accordance with the authorizing resolutions of the Company’s Board of Directors (or an authorized committee thereof), the Company’s Restated Articles of Incorporation and applicable law; (iii) such Notes will have been executed, authenticated, issued and delivered in accordance with the provisions of an indenture, in a form approved by us (the “Indenture”), between the Company and U.S. Bank National Association, as Trustee (the “Trustee”), and the Indenture will have been qualified under the Trust Indenture Act of 1939; and (iv) all terms of such Notes not provided for in the Indenture will have b een established in accordance with the provisions of the Indenture and reflected in appropriate documentation approved by us and, if applicable, executed and delivered by the Company and the Trustee.

The opinion set forth above is limited by:  (i) bankruptcy, insolvency, reorganization, fraudulent transfer, conveyance, voidable preference, moratorium or other similar laws, regulations or judicial opinions of general applicability, including those relating to or affecting creditors” rights generally; and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.

The opinion expressed herein is limited to the federal securities laws of the United States of America and the laws of the State of Georgia, in each case as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to Jones Day under the caption “Legal Matters” in the prospectus constituting a part of such Registration Statement.  In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Very truly yours,

/s/ Jones Day

Jones Day

ATI-2303963v2

EX-23

Exhibit 23

DELOITTE

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Pre-effective Amendment No. 1 to Registration Statement No. 333-148331 on Form S-1 of our reports dated March 20, 2008, relating to the consolidated financial statements and financial statement schedule of 1^st Franklin Financial Corporation (the “Company”), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2007 and to the reference to us under the heading “Experts” in the Prospectus, which is part of this Registration Statement.

/s/ Deloitte & Touche LLP

Atlanta, Georgia

March 21, 2008

CORRESP

[Jones Day Letterhead]

March 21, 2008

VIA EDGAR

Mr. Michael Clampitt

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C.  20549

Re:

1^st Franklin Financial Corporation
Form S-1
Filed December 26, 2007
File No. 333-148331

Dear Mr. Clampitt:

Reference is made to your letter, dated January 14, 2008, regarding comments of the Securities and Exchange Commission (the "Commission") relating to the disclosure in the above-referenced filing, and our discussions with you last month with respect thereto.  1^st Franklin Financial Corporation (the "Company") is filing herewith Pre-Effective Amendment No. 1 to Form S-1, which has been marked to show changes made from the above-referenced filing.  This letter repeats each of the comments in your letter, and follows with responses prepared by, and summarized by us at the direction of, the Company.

Form S-1

Plan of Distribution, page 10

1.

With regard to your previous offerings of subordinated debt, please advise when the first and last sales were made under each of the following registration statements:

·

333-147473 (Form S-1 filed 9/20/06)

·

333-126589 (Form S-2 filed 7/14/05)

·

333-55420 (Form S-2 filed 2/12/01)

In addition, advise as to the total sales made under each and whether or not the executive officers made such sales.

ANSWER:  The table below sets forth certain information relating to the timing of sales of the Company’s variable rate subordinated debentures.  As described in more detail in response to Question Number 2 below, certain administrative and/or clerical duties involved in effecting such sales were undertaken by executive officers of the Company.

Registration Statement Number	Date of First Sale	Date of Last Sale	Total Sales Under Registration Statement
333-147473	November 1, 2006	Currently Ongoing	$64,871,935*
333-126589	November 23, 2005	October 31, 2006	$39,646,348
333-55420	February 25, 2001	November 22, 2005	$29,312,758

*As of February 29, 2008.

2.

Please advise us as to the authority under Exchange Act rule 3a4-1 for the executive officers to conduct the current offering or advise us as to what other authority is available.

ANSWER:  

The Company understands that Section 15(a)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), makes it unlawful for any broker or dealer to use the mails, or other means of interstate commerce, to “effect any transactions in, or to induce or attempt to induce the purchase or sale of, any security” unless that person is registered with the Securities and Exchange Commission as a broker or dealer, as applicable.  

The Company also understands that Rule 3a4-1 under the Exchange Act specifies that an associated person of an issuer shall not be deemed to be a broker if certain conditions are met.  An associated person of an issuer includes, among others, a director, officer or employee of the issuer.  In order for an associated person to be deemed not to be a broker, such person, at the time of participation in the sale of securities: (1) must not be subject to a “statutory disqualification,” as defined in Section 3(a)(39) of the Exchange Act; (2) must not be compensated by payment of commissions or other remuneration based directly or indirectly on securities transactions; (3) must not be an associated person of a broker or dealer; and (4) must limit its sales activities as set forth in the rule.

The offer and sale of senior demand notes is conducted exclusively by the Company.  The Company has advised us that certain of its executive officers, who qualify as “associated persons” pursuant to Rule 3a4-1, will review, approve and complete, at the Company’s executive office and only through the undertaking of certain ministerial and clerical functions, all sales of the Company’s securities.

The Company has confirmed that, in accordance with the conditions contained in Rule 3a4-1 of the Exchange Act, none of the Company’s executive officers is subject to statutory disqualification (as defined in Section 3(a)(39) of the Exchange Act or is an associated person of a broker or dealer (as defined in Rule 3a4-1 of the Exchange Act).  Further, as described in the prospectus which forms a part of the registration statement relating to the senior demand notes, none of the Company’s executive officers will receive any selling commissions or other renumeration in connection with the sale of any senior demand notes.  Additionally, the Company has confirmed that the activities of the Company’s executive officers in effecting such transactions will be  limited to one or more of the following:  (i) preparing any written communication or delivering such communication through the mails or other means that does not involve oral solicitation of a potential purchaser, provided that such communication has been approved by an officer or director of the Company; (ii) responding to inquiries of a potential purchaser in a communication initiated by the potential purchaser, provided that the content of such response is limited to information contained in a registration statement or other offering document; or (iii) performing ministerial or clerical work involved in effecting any transaction, all in accordance with the exemption provided pursuant to Rule 3a4-1.

As a result of the foregoing, the Company believes that its executive officers have the authority, under Rule 3a4-1 of the Exchange Act, to conduct offers and sales of the Company’s senior demand notes as contemplated by and described in the registration statement.

3.

Revise to file a legal opinion for the securities offered as required by Item 601(b)(5)(i) of Regulation S-K.

ANSWER:  The amendment to the registration statement filed herewith includes the legal opinion with respect to the securities offered, as required by Item 601(b)(5)(i) of Regulation S-K.

Please contact the undersigned at (404) 581-8573 in connection with any questions or comments related to the filing.  Thank you for your attention to this matter.

Very truly yours,

/s/ Mark L. Hanson

Mark L. Hanson

Enclosure

cc:

A. Roger Guimond
Neil M. Simon

ATI-2304758v2