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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No. 1)
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the Fiscal Year Ended December 31, 2001

Commission File No. 0-24133

FRANKLIN FINANCIAL CORPORATION

A Tennessee Corporation
(IRS Employer Identification No. 62-1376024)
230 Public Square
Franklin, Tennessee 37064
(615) 790-2265
Securities Registered Pursuant to Section 12(b)
of the Securities Exchange Act of 1934:

NONE

Securities Registered Pursuant to Section 12(g)
of the Securities Exchange Act of 1934:

Common Stock, no par value per share

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and disclosure will not be
contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

The aggregate market value of the common stock of the registrant held by
nonaffiliates of the registrant (3,206,657 shares) on March 15, 2002 was
approximately $64,165,207, based on the closing price of the registrants
common stock as reported on the NASDAQ National Market on March 15, 2002. For
the purposes of this response, officers, directors and holders of 5% or more of
the registrants common stock are considered the affiliates of the registrant
at that date.

The number of shares outstanding of the registrants common stock, as of March
15, 2002: 7,857,724 shares of no par value common stock.



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|Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.
|Independent Auditors' Consent                                            
|Employees Retirement Savings Plan                                        



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The following items are amended:




|         |                                                                  | 
|-------- | ---------------------------------------------------------------- | 
|Item 14. | Exhibits,
Financial Statement Schedules and Reports on
Form 8-K.

The undersigned Registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report on Form 10-K for
the fiscal year ended December 31, 2001, as set forth below:

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
| | Part IV, Item 14(a) of the above-referenced Form 10-K
is amended to include as Exhibit 99 the information
required by Form 11-K with respect to the Franklin
Financial Employees Retirement Savings Plan (the
Plan), which exhibit is filed as part of the
above-referenced Form 10-K in lieu of a separate
filing of an Annual Report on Form 11-K for the Plan
for the fiscal year ended December 31, 2001, in
accordance with Rule 15d-21. | 
|
| | Exhibit 23.1 Consent of Crowe, Chizek and Company LLP                                                                                                                                                                                                                                                                                                                                                                                           | 

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

| |                                                                                                    
| | ---------------------------------------------------------------------------------------------------
| | FRANKLIN FINANCIAL CORPORATION                                                                     
|
|
| | By: /s/ Richard E.
Herrington
     Richard E. Herrington
     President and Chief Executive Officer

Date: June 28, 2002

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