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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, 1999

                          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. [  ]

The aggregate market value of the common stock of the registrant held by
nonaffiliates of the registrant (11,937,740 shares) on March 15, 2000 was
approximately $8,833,928. As of such date, no organized trading market existed
for the common stock of the registrant. The aggregate market value was computed
by reference to the book value of the common stock of the registrant as of
December 31, 1999. 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, 2000: 31,054,187 shares of no par value common stock.

The following items are amended:

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.
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     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, 1999, 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, 1999, in
          accordance with Rule 15d-21.

          Exhibit 23.1 Consent of Heathcott & Mullaly, P.C.

     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 27, 2000