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                                                                   EXHIBIT 14.1



                         FRANKLIN FINANCIAL CORPORATION

                                 CODE OF ETHICS
                                       FOR
              CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

         The Company has a Code of Conduct applicable to all officers and
certain other designated employees of the Company. The Chief Executive Officer
and all senior financial officers, including the Chief Financial Officer,
Corporate Controller and senior accounting personnel identified by the Chief
Financial Officer (the "senior financial officers") are bound by the provisions
set forth in the Code of Conduct relating to ethical conduct, conflicts of
interest and compliance with law. In addition to the Code of Conduct, the Chief
Executive Officer and senior financial officers are subject to the following
additional specific policies:

      1. The Chief Executive Officer and all senior financial officers are
         responsible for full, fair, accurate, timely and understandable
         disclosure in the periodic reports required to be filed by the Company
         with the SEC. Accordingly, it is the responsibility of the Chief
         Executive Officer and each senior financial officer to promptly bring
         to the attention of the Chief Legal Officer and the Chief Financial
         Officer any material information of which he or she may become aware
         that affects the disclosures made by the Company in its public filings
         or otherwise assist the Chief Legal Officer and the Chief Financial
         Officer in assuring that the Company fulfils its responsibilities in
         preparation of such disclosures.


      2. The Chief Executive Officer and each senior financial officer shall
         promptly bring to the attention of the Chief Legal Officer and the
         Chief Financial Officer any information he or she may have concerning
         (a) significant deficiencies in the design or operation of internal
         controls which could adversely affect the Company's ability to record,
         process, summarize and report financial data or (b) any fraud, whether
         or not material, that involves management or other employees who have a
         significant role in the Company's financial reporting, disclosures or
         internal controls.

      3. The Chief Executive Officer and each senior financial officer shall
         promptly bring to the attention of the Chief Legal Officer, the Chief
         Financial Officer or the Audit Committee any information he or she may
         have concerning any violation of the Company's Code of Conduct,
         including any actual or apparent conflicts of interest between personal
         and professional relationships, involving any management or other
         employees who have a significant role in the Company's financial
         reporting, disclosures or internal controls.

      4. The Chief Executive Officer and each senior financial officer shall
         promptly bring to the attention of the Chief Legal Officer, the Chief
         Financial Officer or the Audit Committee any information he or she may
         have concerning evidence of a material violation of the securities laws
         or other laws, rules or regulations applicable to the Company and the
         operation of its business, by the Company or any agent thereof, or of
         violation of the Code of Conduct or of these additional policies.

      5. The Board of Directors shall determine, or designate appropriate
         persons to determine, appropriate actions to be taken in the event of
         violations of the Code of Conduct or of these


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         additional policies by the Chief Executive Officer and the Company's
         senior financial officers. Such action shall be reasonably designed to
         deter wrongdoing and to promote accountability for adherence to the
         Code of Conduct and to these additional procedures, and shall include
         written notices to the individual involved that the Board has
         determined that there has been a violation, censure by the Board,
         demotion or re-assignment of the individual involved, suspension with
         or without pay or benefits (as determined by the Board) and termination
         of the individual's employment. In determining what action is
         appropriate in a particular case, the Board of Directors or such
         designee shall take into account all relevant information, including
         the nature and severity of the violation, whether the violation was a
         single occurrence or repeated occurrences, whether the violation
         appears to have been intentional or inadvertent, whether the individual
         in question had been advised prior to the violation as to the proper
         course of action, and whether or not the individual in question had
         committed other violations in the past.




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