SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~September 9~~April 24, ~~2002~~2003

FRANKLIN FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Tennessee	0-24133	62-1376024

(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


230 Public Square, Franklin, Tennessee		37064

(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (615) 790-2265

N/A

(Former name or former address, if changed since last report)

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SIGNATURES EXHIBIT INDEX EX-299.1.1 -PRESS ~~AMENDMENT #1 TO AFFILIATION AGMT~~RELEASE

Item 5. Other Events.

On September 9, 2002, Franklin Financial Corporation (the “Company”) entered into an amendment (the “Amendment”) to the Affiliation Agreement by and among the Company, Fifth Third Bancorp (“Fifth Third”) and Fifth Third Financial Corporation, a wholly owned subsidiary of Fifth Third. Pursuant to the Amendment, certain dates in the Affiliation Agreement relating to certain regulatory filings have been extended by 60 days and the date by which the merger must be completed has been extended to April 1, 2003.

All other terms of the Affiliation Agreement remain in effect.

The preceding description of certain terms of the Amendment is qualified in its entirety by reference to the Amendment which is included as an exhibit to this report and incorporated into this Item 5 by reference.

Item 7. Financial Statements and Exhibits.

(c)		Exhibits:
2.1.1		Amendment No. 1, dated September 9, 2002, to the Affiliation Agreement, dated as of July 23, 2002, by and among Fifth Third Bancorp, Fifth Third Financial Corporation and Franklin Financial Corporation.


99.1		Press release announcing the Company’s results for the three months ended March 31, 2003 and its financial condition as of March 31, 2003.

Item 9. Regulation FD Disclosure

Franklin Financial Corporation (the “Company”) reported its unaudited results of operations for the three months ended March 31, 2003 and its unaudited financial condition as of March 31, 2003 in a press release dated April 24, 2003, attached hereto as Exhibit 99.1 (the “Earnings Release”).

Item 12. Results of Operation and Financial Condition

The information under this caption is furnished by the Company under Item 9 in place of Item 12 of Form 8-K in accordance with interim guidance provided by the Securities and Exchange Commission in Release No. 33-8216 issued March 27, 2003. The Earnings Release reports the financial results of the Company for the quarter ended March 31, 2003.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	FRANKLIN FINANCIAL CORPORATION	~~FRANKLIN FINANCIAL CORPORATION~~
	By:	/s/ Lisa Musgrove
		Lisa Musgrove, Chief Financial Officer
Dated: September 10, 2002
Dated: April 25, 2003

EXHIBIT INDEX

Exhibit
Number		Description of Exhibit
2.1.1		Amendment No. 1, dated September 9, 2002 to the Affiliation Agreement, dated as of July 23, 2002, by and among Fifth Third Bancorp, Fifth Third Financial Corporation and Franklin Financial Corporation.
99.1		Press release announcing the Company’s results for the three months ended March 31, 2003 and its financial condition as of March 31, 2003.

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Filing Compare · FIFTH THIRD BANK /TN/