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Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration Nos. 333-38674 and 333-38674-01
FRANKLIN FINANCIAL CORPORATION
FRANKLIN CAPITAL TRUST I
SUPPLEMENT NO. 2 TO PROSPECTUS DATED JULY 10, 2000
This Supplement No. 2 provides certain new information and amends
certain other information disclosed in the prospectus of Franklin Financial
Corporation and Franklin Capital Trust I dated July 10, 2000. This supplement
should be read in conjunction with the prospectus. In the event information
contained in the prospectus is inconsistent with this supplement, the
inconsistent information in the prospectus should be disregarded.
The following paragraph is inserted after paragraph 2 of the Plan of
Distribution Section on page 95 of the prospectus:
Morgan Keegan may permit the placement of shares by selected brokers
who are members in good standing of the NASD and may re-allot all or any
portion of its commissions to such participating dealers. Morgan Keegan
anticipates that a participating dealer will place up to $3,025,000 in
aggregate liquidation amount of the preferred securities.
The date of this prospectus supplement is August 9, 2000
